Notice

Ruchi Soya Industries LimitedRegistered Office : 408, Tulsiani Chambers, Nariman Point, Mumbai 400 021

Notice is hereby given that the Twenty Third Annual GeneralMeeting of the members of Ruchi Soya Industries Limited will beheld at Sunville Deluxe Pavilion, Sunville Building, 9, Dr. AnnieBesant Road, Worli, Mumbai - 400 018 on Wednesday, the30th September, 2009 at 10.30 A.M. to transact the followingbusiness :

ORDINARY BUSINESS :

1. To receive, consider and adopt the Audited Balance Sheet asat 31st March, 2009 and the Profit & Loss Account for theyear ended 31st March, 2009 togetherwith the reports of theDirectors and Auditors thereon.

2. To confirm dividend on Preference Shares and to declaredividend on Equity Shares.

3. To appoint a Director in place of Mr. Kailash Shahra, whoretires by rotation and being eligible, offers himself forre-appointment.

4. To appoint a Director in place of Mr. A. B. Rao, who retiresby rotation and being eligible, offers himself forre-appointment.

5. To appoint Auditors to hold office from the conclusion ofthis meeting until the conclusion of the next Annual GeneralMeeting and to fix their remuneration.

SPECIAL BUSINESS :

6. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as an OrdinaryResolution :

“RESOLVED THAT Mr. V. K. Jain, who was appointed as anadditional director of the Company pursuant to the provisionsof Section 260 of the Companies Act, 1956, read with Article148 of the Articles of Association of the Company and whoholds office upto this Annual General Meeting, be and ishereby appointed as a Director of the Company, not liableto retire by rotation.

RESOLVED FURTHER THAT pursuant to Section 198, 269,309, Schedule XIII and other applicable provisions, if any, ofthe Companies Act, 1956 and Article of Association of theCompany, the approval of the members of the Company beand is hereby accorded for appointment of Mr. V. K. Jain asDirector (Commercial) on the terms and conditions asmentioned in the explanatory statement to this resolution.

RESOLVED FURTHER THAT Mr. A. B. Rao, Director (Legal)and Mr. R. L. Gupta, Company Secretary of the Company beand are hereby severally authorised to do all such acts, deeds,matters, and things as may be necessary in this regard.”

7. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as an OrdinaryResolution :

“RESOLVED THAT Mr. N. Murugan, who was appointed asan additional director of the Company pursuant to theprovisions of Section 260 of the Companies Act, 1956, readwith Article 148 of the Articles of Association of the Companyand who holds office upto this Annual General Meeting, beand is hereby appointed as a Director of the Company, liableto retire by rotation.

RESOLVED FURTHER THAT Mr. A. B. Rao, Director (Legal)and Mr. R. L. Gupta, Company Secretary of the Company beand are hereby severally authorised to do all such acts, deeds,matters, and things as may be necessary in this regard.”

8. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as an OrdinaryResolution :

“RESOLVED THAT approval of members of the Companybe and is hereby accorded to ratify the payment ofremuneration of Rs.3,00,000/- (Rupees Three lacs only) madeto Mr. A.B. Rao, Director (Legal) during the financialyear 2008-09 as performance pay for the financial year2007-08."

9. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as an OrdinaryResolution :

“RESOLVED THAT approval of members of the Companybe and is hereby accorded to ratify the payment ofremuneration of Rs.2,00,000/- (Rupees Two lacs only) madeto Mr. S.P. Joshi, (Ex-Director) during the financial year2008-09 as performance pay for the financial year2007-08."

10. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as an OrdinaryResolution :

“RESOLVED THAT in terms of applicable provisions of theCompanies Act, 1956, the approval of members of theCompany be and is hereby accorded to re-classify the existingAuthorised Share Capital of the Company ofRs.120,00,00,000/- (Rupees One hundred and twenty croresonly) consisting of 30,00,00,000 Equity Shares of Rs. 2/- eachand 60,00,000 Cumulative Redeemable Preference Sharesof Rs. 100/- each, into 50,00,00,000 Equity Shares of Rs.2/-each and 20,00,000 Cumulative Redeemable PreferenceShares of Rs.100/- each.

RESOLVED FURTHER THAT pursuant to Section 16 andother applicable provisions, if any, of the Companies Act,1956, the existing clause V of Memorandum of Associationof the Company be and is hereby amended and substitutedby the following clause V :

V. The Authorised Share Capital of the Company isRs.120,00,00,000/- (Rupees One hundred and twentycrores only) divided into 50,00,00,000 Equity Sharesof Rs.2/- each and 20,00,000 Cumulative RedeemablePreference Shares of Rs.100/- each.

RESOLVED FURTHER THAT Directors and CompanySecretary of the Company be and are hereby severallyauthorised to file necessary forms etc. with the concernedauthorities and to do all such acts, deeds, matters and thingsas may be considered necessary in this regard.”

11. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as a SpecialResolution :

“RESOLVED THAT pursuant to the provisions of Section81(1A) and all other applicable provisions of the CompaniesAct, 1956 (including any statutory modification(s) or re-enactment thereof, for the time being in force, such Act beingreferred to as the `Act’), the applicable provisions of ForeignExchange Management Act, 1999 (`FEMA’), rules,regulations, guidelines, notifications and circulars issuedunder FEMA including but not limited to Foreign ExchangeManagement (Transfer or Issue of Security by a PersonResident Outside India) Regulations, 2000, as amended,provisions of Issue of Foreign Currency Convertible Bonds

and Ordinary Shares (through Depository ReceiptMechanism) Scheme, 1993, as amended, Chapter XIIIA ofSEBI (DIP) guidelines and other applicable rules, regulations,guidelines, notifications and circulars of the Securities andExchange Board of India (`SEBI’) and enabling provisions ofthe Memorandum and Articles of Association of the Companyand the listing agreements entered into by the Company withthe Stock Exchanges where the shares of the Company arelisted, and subject to requisite approvals, consents,permissions and/or sanctions of SEBI, the Stock Exchanges,Reserve Bank of India, and all other authorities as may berequired, whether in India or outside India, and subject tosuch conditions as may be prescribed by any of them whilegranting any such approval, consent, permission, and / orsanction which may be agreed to by the Board of Directorsof the Company (hereinafter referred to as the `Board’ whichterm shall be deemed to include any committee thereof whichthe Board may have constituted or hereinafter constitute toexercise its powers including the powers conferred by thisresolution), the Board be and is hereby authorized at itsabsolute discretion to create, offer, issue and allot in one ormore tranches, in the course of domestic/internationalofferings to one or more persons as the Board may determineat its absolute discretion, whether or not they are membersof the Company, including but not limited to domesticinvestors/foreign investors whether having presence in Indiaor not / institutional investors / foreign institutional investors,members, employees, non-resident indians, companies orbodies corporate whether incorporated in India or abroad,trusts, mutual funds, banks, financial institutions, insurancecompanies, pension funds, individuals or otherwise, whethershareholders of the Company or not, through a public issue,rights issue, preferential issue and / or private placement,with or without an over-allotment option, with or withoutreservation on firm and / or competitive basis of such part ofthe issue for such person or categories of persons as may bepermitted, equity shares and/or equity shares throughdepository receipts including Foreign Currency ConvertibleBonds and / or Global depository Receipts and / or AmericanDepository Receipts and / or Qualified Institutions Placement(QIP) and / or any other securities convertible into equityshares at the option of the Company and / or holder(s) of thesecurities and / or securities linked to equity shares and/ orsecurities with warrants including any instruments orsecurities representing either equity shares and / or ForeignCurrency Convertible Bonds or convertible securities orsecurities linked to equity shares or equity shares / fullyconvertible debentures / partly convertible debentures or anysecurities, which are convertible or exchangeable with equityshares at a later date (hereinafter, collectively referred to as“Securities”), secured or unsecured, listed on any StockExchange inside India, through an offer document and /orprospectus and / or offer letter and / or offering circular and/ or information memorandum and / or any other offeringdocument(s) including an umbrella or shelf offering documentand / or listing particulars, as the Board in its sole discretionmay at any time or times hereafter decide, for an aggregateamount not exceeding Rs.1,000 crores (Rupees One thousandcrores only), inclusive of such premium from time to time,such issue and allotment to be made at such time or times inone or more tranches, in one or more currencies, at suchprice or prices in such manner and where necessary inconsultation with the lead managers and / or underwritersand / or stabilizing agents and / or other advisors or otherwiseon such terms and conditions as the Board may, in its absolutediscretion, decide at the time of issue of Securities with orwithout any green shoe option, through an offer document

and / or information memorandum as the Board in its solediscretion decide.

RESOLVED FURTHER THAT without prejudice to thegenerality of the above, the aforesaid offer/issue of securitiesmay have all or any terms or combination of terms inaccordance with the prevalent market conditions includingbut not limited to terms and conditions relating to paymentof interest, dividend, premium or redemption at the optionof the Company and / or the holders of the securities includingterms for offer/issue of additional equity shares or variationof the conversion price or period of conversion of securitiesin to equity shares or terms pertaining to voting rights oroption(s) for early redemption of securities and the Board beand is hereby authorized to determine the form, terms, timingof the offer(s)/issue(s) including the class of investors, numberof securities to be issued and / or allotted in each tranche,offer/issue price, face value, premium amount on issue/conversion of securities, redemption of securities, rate ofinterest, redemption, period, listing on one or more StockExchanges in India or overseas as the Board may in itsabsolute discretion deem fit and to make and accept anymodifications in the proposal as may be required by theauthorities and to do all acts, deeds, matters and things asmay be necessary and to settle any questions or difficultiesthat may arise in regard to the said offer(s) / issue(s) ofsecurities.

RESOLVED FURTHER THAT the Board be and is herebyauthorized to offer, issue and allot such number of ordinaryequity shares ranking pari-passu, inter-se, with the thenexisting ordinary shares of the Company in all respects fromtime to time as may be required to be issued and allottedupon exercise of conversion option by the holder(s) of thesecurities in accordance with the terms of the issue ofsecurities.

RESOLVED FURTHER THAT the consent of the Companybe and is hereby granted in terms of Section 293(1)(a) andother applicable provisions, if any, of the Act and subject toall necessary approvals, to the Board to secure, if necessary,all or any of the above Securities to be issued by the creationof mortgage and / or charge on all or any of the Company’simmovable and / or movable assets, both present and future,in such form and manner and on such terms as may bedeemed fit and appropriate by the Board.

RESOLVED FURTHER THAT the Board and / or any entity,agency or body authorized and / or appointed by the Boardmay, upon issue of such Securities, issue depository receiptsrepresenting the underlying Securities issued by theCompany in negotiable registered or bearer form with suchfeatures and attributes as are prevalent in internationalcapital markets for instruments of this nature and to providefor the tradability and free transferability thereof as perinternational practices and regulations in or under suchform and practices as may be prevalent in the internationalmarket.

RESOLVED FURTHER THAT for the purpose of giving effectto the above resolution and matters flowing there from,connected with and incidental to any of the mattersmentioned in the aforesaid resolution, the Board be and ishereby authorized on behalf of the Company to take allactions and to do all such deeds, matters and things as itmay, in its absolute discretion, deem necessary, desirable orexpedient to the issue /offer or allotment or conversion ofthe aforesaid Securities, listing thereof with any of theinternational / domestic stock exchange(s) and to resolve andsettle all questions and difficulties that may arise in theproposed issue/offer, allotment and conversion of any of the

aforesaid Securities, utilization of the issue proceeds and todo all acts, deeds and things in connection therewith andincidental thereto as the Board may in its absolute discretiondeem fit, without being required to seek any further consentor approval of the shareholders or otherwise to the end andintent that they shall be deemed to have given their approvalthereto expressly by the authority of this resolution.”

12. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as a SpecialResolution :

“RESOLVED THAT pursuant to applicable provisions of theForeign Exchange Management Act, 1999 and otherprevailing laws, rules and regulations as applicable from timeto time and subject so such consents, sanctions andpermissions as may be required from the appropriateauthorities, approval of members of the Company be and ishereby accorded to increase the limit of investment byForeign Institutional Investors (FIIs) in the equity share capitalof the Company upto 49% of the paid up equity share capitalof the Company.

RESOLVED FURTHER THAT the Board of Directors of theCompany be and is hereby authorised to do all such acts,deeds, matters and things as may be considered necessaryin this regard.”

By order of the Board of Directors

Registered Office :

Ruchi Soya Industries Ltd. R.L. GUPTA408, Tulsiani Chambers, Company SecretaryNariman Point,Mumbai – 400 021Indore, August 29, 2009

Notes :

1. A member entitled to attend and vote at the meeting is alsoentitled to appoint a proxy to attend and vote instead ofhimself and the proxy need not be a member of theCompany. The proxy form duly completed and signed shouldbe deposited at the registered office of the Company notless than 48 hours before the time fixed for the meeting.

2. Explanatory statements pursuant to provisions of section173(2) of the Companies Act, 1956, setting out the materialfacts in respect of the business under Item No. 6 to 12 areannexed hereto.

3. The Register of Members and the Share Transfer Books of theCompany will remain closed from Saturday, the 19thSeptember, 2009 to Wednesday, the 23rd September, 2009(both days inclusive) to ascertain the entitlement of dividenddeclared, if any.

4. Members who attend the meeting are requested to completethe enclosed attendance slip and deliver the same at theentrance of the meeting hall.

5. Members are requested to bring their copies of the AnnualReport at the time of attending the Annual General Meeting.

6. All documents referred to in the accompanying Notice andExplanatory Statements are open for inspection at theRegistered Office of the Company during the office hours onall working days except Saturdays between 11.00 A.M. and1.00 P.M. upto the date of Annual General Meeting.

7. Members seeking any further information about the accountsare requested to write to the Company at least ten days beforethe date of Annual General Meeting so as to enablethe management to keep the information ready at themeeting.

EXPLANATORY STATEMENTS PURSUANT TO PROVISIONS OFSECTION 173(2) OF THE COMPANIES ACT, 1956 :

Item No. 6 :

Mr. V. K. Jain was appointed as an additional director of theCompany on 27th July, 2009 by the Board of Directors of theCompany. He is a Bachelor of Science and holds Diploma inBusiness Management. He is associated with Ruchi group formore than two decades and possesses rich experience in mattersrelated to imports, exports and commercial activities. He is 52years old.

In accordance with the provisions of Section 260 of the Companies,Act, 1956, the term of Mr. V. K. Jain as the additional directorwould expire on the forthcoming Annual General Meeting. Noticefor his candidature as director has been received from a memberof the Company, with a deposit of Rupees five hundred in termsof provisions of Section 257 of the Companies Act, 1956. He maybe appointed as director, not liable to retire by rotation.

The Board of Directors also appointed Mr. V. K. Jain as Director(Commercial) in terms of provisions of Section 269 of theCompanies Act, 1956, for a period of three years with effect from27th July, 2009 on the following terms and conditions :

1. Basic salary : Rs. 38,610/- per month.

2. Personal Pay : Rs. 18,250/- per month.

3. House Rent Allowance : Rs. 18,750/- per month.

4. Medical expenses : Reimbursement of expenses incurredfor self and family are subject to amaximum of Rs.1,250/- per month.

5. Education expenses : Reimbursement of expenses incurredfor children’s education subject to amaximum of Rs. 500/- per month.

6. Leave travel expenses : As per policy of the company subjectto a ceiling of two months salary in ayear.

7. Provident Fund : Company’s contribution towardsProvident Fund as per the policy ofthe Company for the time being inforce.

8. Gratuity : As per policy of the Company butshall not exceed one half monthssalary for each completed year of theservice.

9. Bonus : As per policy of the company butshall not exceed Rs. 3,216/- permonth.

10. Reimbursement of entertainment expenses subject to amaximum of Rs. 5,000/- per month.

11. Reimbursement of magazine expenses subject to a maximumof Rs. 1,500/- per month.

12. Reimbursement of vehicle maintenance expenses subject toa maximum of Rs. 12,500/- per month.

13. Ex-gratia subject to a maximum of Rs. 4,506/- per month.

The appointment of Mr. V. K. Jain as a Director (Commercial) andhis remuneration is in accordance with the provisions of ScheduleXIII of the Companies Act, 1956 and requires approval of themembers. The explanatory statement together with theaccompanying notice should be treated as an abstract of the termsof the contract of appointment of the Director (Commercial) interms of provisions of Sub-Section (2) of Section 302 of theCompanies Act, 1956.

The Board of Directors recommends the proposed resolutions for yourapproval. None of the Directors, except Mr. V. K. Jain is interested inthe resolution.

Item No. 7 :

Mr. N. Murugan was appointed as an additional director of theCompany on 27th July, 2009 by the Board of Directors of theCompany. He is an M.Sc. and MBA. He is retired I. A. S. officerand has headed different departments in Central Government,State Government and PSUs. He is 63 years old.

In accordance with the provisions of section 260 of the Companies,Act, 1956, the term of Mr. N. Murugan as the additional directorwould expire on the forthcoming Annual General Meeting. Noticefor his candidature as Director has been received from a memberof the Company, with a deposit of Rupees five hundred in termsof provisions of section 257 of the Companies Act, 1956. TheBoard of Directors recommends the proposed resolution asmentioned in item no.7 for your approval.

None of the Directors, except Mr. N. Murugan is interested in theresolution.

Item No. 8 :

The members of the Company had approved remuneration of Mr. A.B. Rao, Director (Legal) at their Annual General Meeting held on30th September, 2008. However, a payment of Rs. 3,00,000/-(Rupees three lacs only) was made to him as performance pay inexcess of the remuneration approved by the members of theCompany. Approval of members of the Company is solicited toratify such excess payment of remuneration to him. The Board ofDirectors recommends the proposed resolution for your approval.

None of the Directors, except Mr. A.B. Rao is interested in theresolution.

Item No. 9 :

The members of the Company had approved remuneration of Mr. S.P. Joshi (Ex - Director) at their Annual General Meeting held on30th September, 2008. However, a payment of Rs. 2,00,000/-(Rupees two lacs only) was made to him as performance pay inexcess of the remuneration approved by the members of theCompany. Mr. S. P. Joshi has resigned from the Board with effectfrom 27th July, 2009, however, approval of members of theCompany is solicited to ratify such excess payment of remunerationto him. The Board of Directors recommends the proposedresolution for your approval.

None of the Directors is interested in the resolution.

Item No.10 :

Presently the authorised share capital of the Company isRs.120,00,00,000/- (Rupees One hundred and twenty crores only)divided into 30,00,00,000 Equity Shares of Rs. 2/- each and60,00,000 Cumulative Redeemable Preference Shares ofRs. 100/- each.

It is proposed to re-classify the authorised share capital of theCompany as mentioned in the resolution in agenda item no.10 tofacilitate potential issue of securities, being proposed for approvalof members in agenda item no.11 of this Notice.

Necessary changes in the capital clause of Memorandum ofAssociation of the Company are also envisaged in the resolutionproposed in agenda item no.10. Such re-classification in capitalclause and corollary changes in capital clause of Memorandumof Association require approval of shareholders of the Companyin accordance with the provisions of Section16 of the CompaniesAct, 1956.

The Board of Directors recommends the resolutions for yourapproval. None of the directors is interested in the resolution.

Item No. 11 :

To achieve over-all objective of sustained growth and wealthmaximisation, the Company requires funds in order to part financebackward integration, acquisitions of production facilities,inorganic and organic business plans, brand initiatives includingacquisition of brands, capital expenditures, working capitalpurposes and general operational and corporate needs of theCompany from time to time.

Considering the funding needs, it is proposed to offer, issue andallot, equity shares and / or other equity linked securities and / orsecurities convertible into equity shares, at later date, and / orGlobal Depository Receipts (GDRs) and / or American DepositoryReceipts (ADRs) and / or Foreign Currency Convertible Bonds(FCCBs) and / or Qualified Institutions Placement (QIP), up to asum not exceeding Rs.1,000 crores (Rupees One thousand croresonly) in one or more tranches on such terms and conditions asthe Board may decide, subject to compliance of the applicablelaws, rules and regulations.

In terms of the requirements of Section 81(1A) of the CompaniesAct, 1956, the said offer and issue of equity shares and / orsecurities with conversion option for converting the said securitiesinto equity shares would require consent and approval of theshareholders of the Company. In terms of Section 293 (1)(a) of theCompanies Act, 1956 the approval of shareholders of the Companyis also solicited for creation of charge/mortgage over assets of theCompany, if necessary for the purpose.

None of the Directors of the Company is, in any way, concernedor interested in the resolution except in the capacity of theShareholder(s) of the Company.

Item No. 12 :

The provisions of FEMA (Transfer or Issue of Security by a personresident outside India) Regulations, 2000 allow ForeignInstitutional Investors (FIIs) to invest in equity shares of an IndianCompany, including their sub-accounts upto 24% of theCompany’s paid up equity share capital. This limit of 24% maybe increased by way of passing a special resolution at the generalmeeting of the Company. The members of the Company hadapproved such investment upto 40% of the paid up capital of theCompany vide their special resolution passed in an earlier generalmeeting of the members.

Owing to the trust bestowed by FIIs in the Company, it is proposedto increase the said limit upto 49% of the paid up equity sharecapital of the Company. Participation by FIIs in the shareholdingwill be beneficial for the Company having regard to the businessgrowth plans drawn by the Company across the globe. The Boardrecommends the members to pass the resolution as a SpecialResolution.

None of the Directors is interested or concerned in the saidresolution.

By order of the Board of Directors

Registered Office:Ruchi Soya Industries Ltd.408, Tulsiani Chambers, R.L. GUPTANariman Point, Company SecretaryMumbai – 400 021

Indore, August 29, 2009

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Directors’ Report

Dear Shareholders,

Your directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Statement of accountsof your company for the year ended 31st March, 2009.

FINANCIAL RESULTS :2008-09 2007-08

(Rs. in crore) (Rs. in crore)

Sales and other income 12,209.51 11,068.81

Profit before depreciation and tax 236.51 328.47

Depreciation 85.76 74.73

Profit before taxation 150.75 253.74

Provision for taxation 52.30 86.11

Provision for tax for earlier years 5.17 8.40

Profit after taxation 93.28 159.23

Balance brought forward from previous year 291.18 170.29

Amount available for appropriation 384.46 329.52

APPROPRIATION

General Reserve 25.00 25.00

Debenture Redemption Reserve — 0.18

Proposed dividend - Preference 1.81 1.81

- Equity 10.94 9.44

Tax on dividend 2.16 1.91

Surplus carried to Balance Sheet 344.55 291.18

384.46 329.52

DIVIDEND :

Your Directors have paid interim dividend of 4% amounting to Rs.1.81 crore (Previous year final dividend being Rs.1.81 crore) on45,24,285 Redeemable Cumulative Preference Shares of Rs.100/- each for the financial year under review. Such shares wereredeemed on 22nd June, 2009 along with payment of pro-rata interim dividend of Rs.0.41 crore for the financial year 2009-10.

Your directors recommend dividend of 25% (Re.0.50 per share on face value of Rs.2/-) on equity capital of Rs. 43.76 crore(including the increase in the share capital of Rs.6 crore during the month of July, 2009) for the year under review as against25% (Rs.0.50 per share on face value of Rs.2/-) paid on equity capital of Rs.37.76 crore for the previous year. The total cashoutgo on account of dividend and tax thereon amounts to Rs.14.91 crore as against Rs.13.16 crore in the previous year.

OPERATIONS :

During the year under review, the sales and other income of your Company have increased to Rs.12,209.51 crore fromRs.11,068.81 crore in the previous year, recording a growth of over 10%. Your Company recorded Profit before depreciationand tax of Rs.236.51 crore against Rs. 328.47 crore in the previous year. Profit after tax of Rs.93.28 crore was recorded duringthe year against that of Rs.159.23 crore in the previous year.

The profits during the year have declined primarily due to global economic and financial crisis, adversely impacting thecommodities prices, the business sentiments and operations of the industry.

EXPANSION IN PRODUCTION FACILITIES :

In view of the long term encouraging business trend for Company's products, your Company has set up /enhanced productioncapacities at Baran (Rajasthan), Washim (Maharashtra) and Daloda (Madhya Pradesh) aggregating 8,25,000 TPA of oil seedprocessing facilities and further expansion of Company's presence in the Mustard growing area is also in progress. We believethat the enhanced facilities will facilitate towards catering to the growing demand of Company's products, enhance its marketpresence and support growth in profits.

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CONTRIBUTION TOWARDS INCLUSIVE GROWTH :Oil seed is an important farm product and significant feedstock for your Company's operations. It is therefore, engaged indealing, directly and indirectly, with farming community for procurement of edible oil seeds. Your Company is in the processof setting up/increasing procurement centers, arranging storage facilities with inbuilt facilities for grading, sorting, testing etc.and facilitating the supply chain linkages to enable farmers to supply the seeds to the nearest procurement centers.Prompt payment, transparent weighment of the seeds, market oriented pricing, facilitation of resources and other related factorsencourage farmers to deal with your Company directly. In the process, they save logistics and intermediation costs, apart fromensuring smooth flow of supply. Your Company is stepping its efforts towards strengthening direct relationship with farmers formutual and long term benefits. Your company also provides /makes arrangements for providing welfare activities for theimprovement of the community and the location.

RENEWABLE ENERGY AND CONSERVATION OF ENERGY :The world is seriously concerned with the matter of global warming and the consequential impact on the global economy andthe environment. It would be, therefore, necessary for your Company to undertake initiatives to support the global movementcombating the adverse impact. As a responsible corporate citizen, your Company has, as at March 31, 2009, set up 34.8 MWWind Turbine Generators for generation of power by harnessing wind energy for environmental friendly production of cleanpower, thereby contributing towards climate change mitigation effects.Two of the manufacturing units of your Company have bagged awards for energy conservation in edible oil/vanaspati sector forthe year 2008. The process has positively trigered co-operative and competitive atmosphere amongst all the manufacturingunits of your Company. Necessary steps in this regard are being encouraged and proactively taken on a continuous basis topromote energy conservation measures in the operations.

EXPORTS :Despite challenging business environment witnessed during the peak season for soya seed processing operations, your Companyregistered a growth of over 24% in exports during the financial year under review as compared to that of previous year. Itexported products of Rs.1,710.00 crore during the year under review as compared to Rs. 1,371.93 crore in the previous year.

FUTURE OUTLOOK :The challenging environment faced by the Industry, the global business trend and the volatile commodity prices during the yearunder review have impacted the domestic industry, having a large number of small players. It is expected that, given thechanging business dynamics, the need for integrated operations, economies of scale etc., the industry is poised for greaterconsolidation in the years to come. It is believed that there is a great scope for organized players to strengthen the presence infuture.

The domestic edible oil growth in retail segment is growing faster than the overall growth. Raw material sourcing has becomeimportant in the context of short supplies and spiraling prices. Integration of complete value chain will facilitate capturing thegrowing business opportunities with better margins.Your Company is thus focusing on expansion of branded business, backward integration, broad basing of product port-folio,introduction of health based products, improvement of its presence in domestic oil segments such as Mustard. Active considerationis being accorded to promote cost optimisation, to aim for optimum utilisation of production facilities to provide opportunitiesto develop skills across levels, to identify business opportunities in a challenging environment and to formulate integratedapproach in the decision making process.

DIRECTORS :Mr. Kailash Shahra and Mr. A.B. Rao retire by rotation in accordance with the provisions of Articles of Association of yourCompany and being eligible, offer themselves for re-appointment. Mr. Ashok Dhingra resigned from the Board of Directorswith effect from 9th March, 2009. Mr. P. D. Nagar and Mr. S.P. Joshi resigned from the Board of Directors with effect from27th July, 2009. The Board has placed on record the valuable contribution made by Mr. Ashok Dhingra, Mr.P.D.Nagar andMr. S. P. Joshi during their tenures with your Company.

Mr. N. Murugan and Mr. V.K. Jain were appointed as Additional Directors with effect from 27th July, 2009. In terms of Articlesof Association, they hold office upto the forthcoming Annual General Meeting. Your Company has received notice frommembers proposing their candidature for the office of director in accordance with the provisions of section 257 of the CompaniesAct, 1956.

ISSUE OF EQUITY SHARES :Your Company has allotted 3,00,00,000 equity shares of Rs. 2/- each at a premium of Rs. 33/- per equity share on 27th July,2009 on preferential basis to Foreign Institutional Investors pursuant to approval of members accorded at their Extra-ordinaryGeneral Meeting held on 16th June, 2009.

ISSUE OF EQUITY WARRANTS :Your Company has allotted 7,00,00,000 warrants, each convertible into one equity share of Rs. 2/- at a premium of Rs. 33/- pershare on 27th July, 2009 on preferential basis to promoters, their relatives and associates, pursuant to approval of membersaccorded at their Extra-ordinary General Meeting held on 16th June, 2009.

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EMPLOYEES STOCK OPTION SCHEME (ESOS) :The disclosures required to be made under the Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines, 1999 in regard to Employee Stock Option Scheme – 2007 of your Company areenclosed herewith as Annexure A forming part of this report. The Compensation Committee has revised the exercise price ofsuch options from Rs.77.50 to Rs.35.00 per option in accordance with the provisions of said Guidelines, in the month ofJune, 2009.

SUBSIDIARY COMPANY :

The Report of Directors and Statement of Accounts of subsidiary ‘Ruchi Worldwide Limited’ together with the Auditors’ Reportthereon, are attached. The requisite statement pursuant to Section 212 of the Companies Act, 1956 is also attached herewith.

CORPORATE GOVERNANCE :

Your Company has in practice a comprehensive system of corporate governance. A separate Report on Corporate Governanceforms part of the Annual Report. A certificate of your Company’s Statutory Auditors regarding compliance of the conditions ofCorporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

DIRECTORS’ RESPONSIBILITY STATEMENT :

As stipulated under Section 217 (2AA) of the Companies Act, 1956, your directors subscribed to the “Directors’ ResponsibilityStatement” and confirm as under :

(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along withproper explanations relating to material departures;

(ii) that the Directors had selected appropriate accounting policies and applied them consistently, and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company at theend of the financial year 2008-09 and of the profit of your company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act, 1956, for safeguarding the assets of your company and for preventing and detectingfraud and other irregularities; and

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2009 on a ‘going concern’ basis.

PARTICULARS OF EMPLOYEES :

Particulars of employees as required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with therules thereunder, form part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,the reports and accounts are being sent to all the shareholders of your company excluding the statement of particulars ofemployees. Any shareholder interested in obtaining a copy may write to the Company Secretary of your company.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE :

Information required under Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors)Rules, 1988 is given in the Annexure B forming part of this Report.

FIXED DEPOSITS :

Your company has not accepted any deposits from the public during the year under review.

AUDIT REPORT :

The observations in the Auditors' Report are adequately addressed in the notes to the Accounts, wherever necessary.

AUDITORS :

The Auditors M/s. P.D. Kunte & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligiblefor re-appointment.

ACKNOWLEDGEMENT :

Your directors place on record their gratitude for the valued support and assistance extended to your company by the Shareholders,Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors alsoexpress their appreciation for the dedicated and sincere services rendered by employees of your company.

For and on behalf of the Board of Directors

Place : Indore KAILASH SHAHRADate : 29th August, 2009 Chairman

22

No option has been exercised. Further since the market value ofshares is less than the exercise price of the option, there is nodilutive effect.

ANNEXURE AINFORMATION REGARDING THE EMPLOYEE STOCK OPTION SCHEME, 2007

(as on 31-03-2009)

A) Number of Stock Options granted 12,37,000

B) Pricing formula Based on the market value as per SEBI (DIP) Guidelines, 2000

C) Number of Options vested Nil

D) Number of Options exercised Nil

E) Number of shares arising as a result of Nilexercise of options

F) Number of Options lapsed Nil

G) Variation of terms of options Not Applicable

H) Money realized by exercise of options Nil

I) Number of Options in force 12,37,000

J) Employee wise details of Options granted to(i) Senior managerial personnel : The following employees have been granted 28,000 options

each :

Mr. Ashutosh B. Rao

Mr. Pradeep Koolwal

Mr. Pramod Koolwal

Mr. Naveen Gupta

Mr. V. Suresh Kumar

Mr. Mahesh Agrawal

Mr. Harish Singla

Mr. R.L. Gupta

(ii) Employees who were granted Optionsamounting to 5% or more of the Optionsgranted during the year 2008-09

(iii) Employees who were granted Options inany one year equal to or exceeding 1%of the issued capital of the Company

K) Diluted Earnings Per Share (EPS) pursuant to issueof shares on exercise of options calculated inaccordance with Accounting Standard 20-‘Earnings per share’

None

None

23

ANNEXURE BInformation under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Reportof Board of Directors) Rules 1988, and forming part of the Directors’ Report.

I. CONSERVATION OF ENERGY :Your company has been laying emphasis on the conservation of energy and taking several measures like effective controlon utilisation of energy and regular monitoring of its consumption etc. The adoption of these measures to conserve energyhave resulted in saving of the same.(A) Power and Fuel Consumption

1. Electricity : 2008-09 2007-08(a) Purchase

Unit 11,36,60,728 13,73,45,170Total Amount (Rs.) 53,12,90,373 62,02,27,806Rate / Unit 4.67 4.52

(b) Own generationThrough Diesel GeneratorUnit (KWH) 55,30,875 56,25,727Units per litre of Diesel Oil 3.18 2.29Cost/Unit (Rs.) 11.07 13.22

2. Coal :Quantity (Metric ton) 2,35,942 2,66,152Total Cost (Rs.) 84,59,23,497 82,15,27,429Average Rate (Rs.) 3,585.30 3,086.69

3. Others (Diesel/SKO) :Qty. (Litre) 33,15,221 24,55,991Total Amount (Rs.) 10,90,93,001 7,43,56,794Average Rate (Rs.) 32.91 30.28

(B) Consumption per unit of production :Electricity (Unit) 43.54 43.56Coal (Metric ton) 0.08 0.08Diesel (Litre) 1.07 0.77

II. TECHNOLOGY ABSORPTION :(A) Research & Development (R&D) :

1. Specific areas in which R&D carried out by your Company :Your company is striving continuously in developing new products and technologies through Research anddevelopment centres. Company is also trying to increase yields and improve quality of the existing products.

2. Benefits derived as a result of R&D :The continuous improvement in the process to manufacture different products has helped your company tomarket the quality products and expand its market. The products have gained consumer affinity because ofimprovement in quality.

3. Future plan of action :Your company will continue to pursue R&D work for textured soya protein, soya snack and to develop newproducts. Company is also striving to improve quality of Soya lecithin to increase its export.

4. Expenditure on R&D :Expenditure incurred on research and development are charged under primary heads of accounts and notallocated separately.

(B) Technology absorption, adaptation & innovation :1. Efforts in brief made towards technology absorption, adaptation and innovation :

Your company has through its R&D, developed the process of textured soya protein and soya products whichhas already been absorbed and adapted.

2. Benefits derived as a result of the above efforts :The Company is benefited in terms of improved yields and quality. Export of its products is also increaingresultantly.

III. FOREIGN EXCHANGE EARNINGS & OUTGO :Your company has already established an export market for its products and has been taking keen interest for developingnew export market for its products and to increase exports.During the year, the foreign exchange earned was Rs.2,341.81 crores (Previous year Rs. 1,846.43 crores) and the foreignexchange outgo was Rs. 4,511.80 crores (Previous year Rs.3,585.06 crores).

For and on behalf of the Board of Directors

Place : Indore KAILASH SHAHRADate : 29th August, 2009 Chairman

24

Management Discussion and Analysis Report

INDUSTRY STRUCTURE & DEVELOPMENT

The primary business of your Company is processing of Oil Seed Extraction and Refining of Crude Oil for Edible use. The Companyalso produces oil meal, food products from soya and value added products from downstream processing. The size of Indian edibleoil seed industry is estimated to be around Rs. 96,000 crore (approx. USD 20 billion). The domestic edible oil consumption has beensteadily growing and is estimated to be over around 15 million MT in the current year with Palm and soya oil, in which yourCompany has a dominant presence, contributing over 60%. In view of the demand- supply gap, over 55% of the domestic edible oilconsumption is met by imports, with Palm and Soya accounting for over 90% of the imported volume. The oil meal is essentiallyconsumed as poultry, fish and cattle feed and a substantial part of soya meal is exported to the Asian region.

Commodity markets in general, and agricultural commodities in particular, have witnessed an unprecedented volatility in pricesduring the year ended March, 2009 on account of various factors, including global economic crisis followed by unprecedentedglobal financial crisis. These factors impacted the business sentiments, the environment and the margins. Also, the counter partyrisks and country risks heightened during the year leading to risk aversions and shook the business confidence. However, as thecommodity prices have remained more or less steady with a moderately firm bias since November, 2008, the business confidence ison its way to recovery. The prices of domestic commodities are also influenced by the demand – supply gap, weather factors etc.

Edible oil is an item of mass consumption and the consumption is sensitive to price dynamics. The Government has realized theneed for bringing down the prices as a part of inflation control. The fall in global edible oil prices during the second half of thefinancial year ended 31st March, 2009 led to a pick-up in per capita consumption and the absense of import duty on edible oilsincreased volume of imports to meet the demand supply gap. Thus, the Government’s steps on the inflation containment measureshave positively impacted the consumption level.

The domestic soya crop production of around 8.3 million M.T. during the year was lower than the preceding year’s highest ever cropproduction of 9.5 million M.T., which also resulted in lower crushing capacity utilisation for the solvent extraction industry includingyour company.

INDUSTRY OUTLOOK

The Indian edible oil sector is, by and large, a price conscious and price sensitive market, as a substantial part of higher consumptiontakes place at the bottom end of the pyramid. The propensity to consume is correlated with the changes in prices of edible oil and thequantum of disposable income. With rising incomes, food remains an important item of expenditure to warrant large share ofincremental spending. Edible oil is and will remain an important constituent of dietary plan despite varied eating habits and variedmethods of cooking across the different states/regions in the country. Also, the growth of edible oil in packed form has far exceededthe overall growth rate. In the foreseeable future, it is envisaged that the quantum of edible oil consumption will continue to growsignificantly in the packed segment, with the pattern of consumption shifting from unpacked to packed form due to factors, amongstothers, rising incomes coupled with changes in household demographics, improving health consciousness, growing organized retailimproving reach of the products across the country.

Demand for protein rich meal in Asia is growing in recent past and India is better placed in the Asian region from the point oflogistics and customer servicing. Also, the Indian soya meal being processed from Non Genetically Modified soya seed, gives avalue advantage as compared GMO products in the international markets.

The area under Soyabean crop cultivation in India is estimated to be marginally up from 91.3 lac hectare last year to 93.7 lac hectareduring the current season. However, despite recent reports indicating insufficient rainfall across the country, it appears that the soyaoilseed growing areas in the country have not been much affected. The current indications augur well for the solvent extractionindustry in the current year from the standpoint of crop availability.

The edible oil industry is in consolidation phase. Enterprises having strong business capabilities in terms of integration, risk mangement,working capital mangement, efficiencies in procurement, logistics and distribution, manufacturing presence at strategic locationsacross the country and strong consumer focus, that have undertaken expansion of their market share through organic and inorganicroute coupled with introduction of new and innovative products including presence through branded products will enjoy the gainsin terms of market share and margin in the times to come.

BUSINESS STRATEGY

To meet the challenges amidst growing industry size and the need to consolidate, your Company has initiated several measures onproactive basis, which will allow your Company to build-on its current presence and market share in the edible oil and soyasegment. Your Company is thus poised to undertake the business opportunities arising from leadership position in the industry.Your Company is making inroads at new locations within the country which are strategic in nature. The focus on driving cost andoperational efficiencies by use of latest and modern technology confirming to global standards will provide an edge to itself and itsbusiness partners and place it at a better pedestal as compared to its peers. Your Company will continue to strengthen itself in areasof sourcing raw materials from points of origin, reducing inefficiencies in supply chain and logistics, capabilities to process atmultiple locations, improvements in product quality and increased sales of branded products in retail segment.

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Your Company is the largest branded marketer in palm oil in India with strong sourcing strengths, processing capabilities in portbased locations to process imported palm oil. Self sufficiency in raw material sourcing will be the key goal to insulate against theshort supplies and spiraling prices in the long run. Your company perceives, therefore, a logical business opportunity to achievebackward integration business in palm plantations in overseas/domestic markets to complete the value chain and thus give a fillip tothe momentum. The direct benefit of the above endeavors, besides strengthening the existing attributes of its business in the domesticmarket, will be to de-risk the operations from geographical and product risks, to support supply chain requirements and to add long-term sustainable value to the business of your Company.

Your Company believes that strengthening of relationship with farming community is important for better supply chain managementand for long-term mutual benefits. Your Company is already involved in this regard and a number of initiatives are being taken topromote regional development and to fulfill corporate social responsibilities.

The consumption of edible oils from domestic sources such as Mustard, Cottonseed and Rice bran has also been growing.Your Company sees opportunity to broad base its manufacturing and marketing presence in the domestic market for Mustard oil andother oils from domestic resources by expanding in its existing locations and setting up / arranging in new locations. Your Companyproposes to leverage its existing distribution network and also expand the same in new areas to offer value added products so as toserve across a wide spectrum of our current and potential customers.

The consumerism in India is at its inflexion point. The economic growth in future will result in high disposal income across thedomestic consumers and changing consumer preferences. The consumption of edible oil in packed form, given its current low baseand vast untapped potential, offer tremendous business opportunities to expand business volumes in retail segment. Your company,having a large base of branded sales, is strongly oriented to capitalize the growing business opportunities in this direction and setambitious targets to scale up its presence in branded segment. Your company will significantly undertake strengthening businessprocesses for quality, scalability, sustainability and visibility in the area of branded products. Your company will expand its distributionchannels across the country, broad base its product range and invest in brand position / promotion programmes to achieve theobjective.

The food division of your Company is evaluating opportunities to expand its product portfolio and will be introducing various newproducts for the health conscious segment under the ‘Nutrela’ brand, which connotes health and nutrition and has already carved aniche for itself as a market leader in soya foods. The protein fortified drink “N'rich” which was launched last year by your Companyhas met with an encouraging response and new products are proposed to be rolled out with focus on the growing“health and wellness” segment. Your Company may also consider acquiring brands for reasons, amongst others, including betterproduct positioning, strategic fit with existing brands, value enhancement etc.

Your Company is strengthening the existing internal business processes, commensurate with the internal control systems moreparticularly in the areas of Marketing, Information technology, Human resource systems and Risk management and is thusgearing-up to meet the challenges ahead.

Your Company is of the view that strategic initiatives in the above mentioned areas will prove beneficial for the Company and thestakeholders in the long term.

INFORMATION TECHNOLOGY

SAP has been implemented in all plants, depots, regional offices and head office of the Company enabling better supply chain,debtors control at operational level and access of consolidated data of the Company since the system is integrated. Among otherbenefits, SAP will provide real-time data, support in strategy formulations, lead to adoption of uniform and transparent businesspractices, render cost optimization and value enhancement.

HUMAN RESOURCES

Management is keen on following the best practices for attracting, retaining and enhancing human resource of the Company.Campus selection process, internal transfers, job rotations and trainings have been inculcated at different levels of organizationhierarchy to evolve team leaders and managers. The Company has also rolled out the employee stock option scheme for seniors andmiddle level management. The above-mentioned measures will ensure motivated workforce, promote the ownership and sharingeconomic growth of the Company.

RISKS AND CONCERNS

Your Company is exposed to price fluctuations in its major raw materials and finished goods as bulk of them being agro-based issubject to market price variations

Prices of these commodities continue to be linked to both domestic and international prices, which in turn are dependent on variousdomestic / external factors. Prices of the finished products manufactured by your Company fluctuate widely due to a host of localand international factors. Your Company continues to place a strong emphasis on risk management and has successfully introducedand adopted various measures and instruments for hedging the price fluctuations in order to minimize its impact on profitability.Also, your Company has initiated setting-up of a governance framework to upgrade itself to a robust risk management system.

26

Government policies play an important role in the businesses of your Company

The policies announced by the Government have been progressive and are expected to remain likewise in future, and have generallytaken an equitable view towards various stake holders, including domestic farmers, industry, consumers etc.

Ocean freight, port congestions, storage infrastructure could contribute to challenges faced by your Company

As substantial part of the international operations of your Company is within the Asian region, and given the growing import andexport activities of your Company, the element of freight is not likely to cause any adverse effect on the operational performance.Your Company has a pro-active information and management system to address the issues arising out of port congestions to themaximum extent possible and has also made sufficient arrangements for storage infrastructure at the ports.

Domestic availability of oil seeds also depends upon weather and monsoon conditions

Your Company has processing facilities at major ports and several inland locations and therefore, the business model of yourCompany is designed to carry-on a majority of its production operations in situations of extreme changes in weather conditions.

Your Company is exposed to risks arising out of changes in rates of foreign currencies, the exposures on this account extends toproducts imported for sale in domestic markets, exported to other territories and foreign currency loans

Your Company utilises the hedging instruments available in the markets on an ongoing basis and manages the currency exposurespro-actively.

Fuel prices continue to be an area of concern as fuel is widely used in manufacturing and distribution operations and has a directimpact on total costs

Your Company has taken productivity linked measures aimed at controlling costs and taken further steps to focus on production ofhigh margin products.

Adverse changes in disposable income may impact consumption pattern

Your Company has multi processing capabilities to cater to the variances and changing consumer preferences. Also, keeping in viewthe overall growth of the economy, emerging health consciousness and growing organized retail in India, it is expected that thepackaged edible oil consumption will continue to outgrow the overall edible oil growth.

RISK MANAGEMENT INITIATIVESIncreased volatility in commodity prices and currency movements coupled with global slowdown during the financial year year hashighlighted the importance of risk management practices. Given the nature of business, your Company is exposed to market risksprimarily arising from currency exchange rates and commodity prices. To manage these risks, we have put in place an integrated riskmanagement program.

Risk management is now a fundamental aspect of our business decisions and margin management. Your Company has put in placea system of limiting exposure to market based on value at risk limits. It is also engaged in commodity hedging to reduce the impactof volatility in the prices of the agricultural commodities. Your Company also pro-actively engages in foreign exchange hedging tomanage currency risks.

Your Company has put in place a centralised risk management function and has put in place a Middle Office Group to strengthenoperational controls over risk management. Risk management policies and limits are evaluated by the Risk Committee and supervisedby the Board of Directors. Risk limits, policies and procedures are periodically revised keeping in mind changes in market conditions.

Risk management at your Company entails an integrated approach with margin protection considerations forming the back-bone ofrisk management initiatives. The Company is in the process of strengthening its reporting framework relating to risk management tofacilitate ongoing evaluation of overall margin management. Performance and return is evaluated in light of risk taken. The focus ofperformance management is on assessment of risk-weighted returns. The long-term objective of risk management is to providestability in margins over a longer period and through downturns in economics cycles.

FINANCIAL REVIEW AND ANALYSIS(Rs. in crores)

Highlights 2008-09 2007-08 Growth (%)

Sales and other income 12,209.51 11,068.81 10.31Total Expenditure 11,917.58 10,638.33 12.02Operating profit (PBDIT) 291.93 430.48 (32.19)Depreciation 85.76 74.73 14.76Interest (Net) 55.42 102.01 (45.67)

Profit before tax 150.75 253.74 (40.59)Provision for Tax 24.47 64.51 (62.07)Profit before Deferred Tax 126.28 189.23 (33.27)Deferred Tax 33.00 30.00 10.00Profit after Tax 93.28 159.23 (41.42)

27

REVENUE AND PROFIT

Sales and other income recorded a growth of 10.31% to 12,209.51 crores as compared to Rs.11,068.81 crores in 2007-08.

Global meltdown has generally impacted the industry. Your Company, being no exception, recorded an operating profit ofRs. 291.93 crore against Rs. 430.48 crore during preceding financial year.

SEGMENT PERFORMANCE

The various segments identified by the Company are as under :

Extractions — All types of seed extractions

Vanaspati — Vanaspati

Oils — Crude oils, Refined oils

Food Products — Textured soya protein, Soya flour, Fruit juice, Soya milk

Others — Gram, Wheat, Rice, Maize, Shorgum, Seeds, Coffee, Marine Products, Tuar, Peas, Barley,Soap, Fresh fruit bunch, Seedling and plant & machinery (equipment).

The segmentwise performance in detail is given in Schedule 20 to the audited accounts of the Company as available in this Annual Report.

CAUTIONARY STATEMENT

Statements in the “Management Discussion and Analysis” describing the Company’s objectives, expectation or predictions may be forwardlooking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statementdepending on circumstances. Important factors that could influence the Company’s operations include demand and supply conditions inthe market which affect the selling prices of finished goods, input availability and prices, change in government regulations, tax rates, globaland internal economic developments and other factors such as litigation and industrial relations.

Ten years’ Financial Highlights - at a Glance(Rs. in crores)

2008-09 2007-08 2006-07 2005-06 2004-05 2003-04 2002-03 2001-02 2000-01 1999-00

Sales 12,209.51 11,068.81 8,648.29 7,540.42 3,922.06 3,534.93 3,407.44 2,839.07 2,594.02 1,922.12

EBITDA 291.93 430.48 298.15 233.76 107.25 94.94 75.48 70.98 63.25 53.58

PBT 150.75 253.74 156.44 119.64 63.42 55.01 36.11 33.91 28.84 21.32

PAT 93.28 159.23 100.70 82.82 43.59 34.16 27.01 27.33 26.13 19.82

Equity share capital 37.76 37.76 36.47 36.47 21.05 21.05 21.05 19.15 19.15 15.05

Preference share 45.24 45.24 45.24 45.24 45.24 30.19 — 5.00 19.50 24.00

Net worth1

1,140 1,061 843 754 310 272 242 209 207 169

Total Borrowings2

913.84 1,187.33 962.06 738.82 413.89 352.78 190.36 130.23 114.22 113.41

Gross Fixed Assets 1,744.33 1,502.43 1,307.82 1,188.96 525.47 402.17 283.08 215.49 171.57 169.85

Export turnover 1,710.00 1,371.93 887.30 919.53 429.93 179.46 204.15 216.86 293.12 189.85

Debt-Equity Ratio 0.80 1.12 1.14 0.98 1.34 1.29 0.79 0.62 0.55 0.67

Key Indicators3

(in Rs.)

Per Equity Share :

— Book value 60.36 56.21 231.07 206.75 147.16 129.47 115.12 109.28 108.12 112.60

— Earnings4

4.83 8.61 27.02 28.80* 20.05 16.23 13.78* 13.07 14.35* 11.48*

— Dividend 0.50 0.50 2.40 2.20 2.20 1.60 1.60 1.60 1.50 1.40

— Turnover 647 584 2,365 2,067 1,863 1,679 1,619 1,483 1,355 1,277

Notes : 1) Net worth as at 31.3.2002 is net of deferred tax liability for the period upto 31.3.2001 charged during the year 2001-02.2) Total borrowings are net of borrowings backed by fixed deposits with banks.3) The Company has sub-divided each equity share of Rs. 10/- into five equity shares of Rs. 2/- each during the year 2007-08. Therefore,

the key indicators as mentioned above for the year 2007-08 and 2008-09 are not comparable with those of earlier years.4) * Earning per share has been computed on weighted average number of equity shares outstanding at the end of the year.5) Previous years’ figures have been regrouped, wherever necessary.

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Corporate Governance Report

Corporate Governance - The Philosophy

Corporate governance envelop policies, procedures and process adopted and practiced to ensure transparent decision processand assets management to ensure sustainable returns to the stakeholders of the business. It is the fundamental element of theway the Company sets and achieves its objectives. Ruchi Soya Industries Limited (‘RSIL’ or ‘the Company’) is directed andmanaged by the governance team including Board of Directors, Committees of the Board, the Managing Director and thesenior executives.

BOARD OF DIRECTORS

Composition and size of the Board

Board of Directors of RSIL (‘the Board’) comprises of seven directors. Mr. Kailash Shahra, Chairman, is non-executive directorand Mr. Dinesh Shahra is the Managing Director of the Company. Both of them are the promoter directors of the Company.Mr. Sajeve Deora, Mr. Prabhu Dayal Dwivedi and Mr. N. Murugan are non-executive and independent directors. Mr. A.B. Raoand Mr. V. K Jain are executive directors. Except Mr. Dinesh Shahra and Mr. V.K. Jain, all the directors are liable to retire byrotation. There is no institutional or nominee or government director on the Board. Mr. Ashok Dhingra, a non-executiveindependent Director resigned from the Board with effect from 9th March, 2009. Mr. P. D. Nagar, a non-executive independentdirector and Mr. S.P. Joshi, an executive director resigned from the Board with effect from 27th July, 2009.

Mr. N. Murugan was appointed as an Additional Director with effect from 27th July, 2009. He is M.Sc. and MBA. He retired fromthe Indian Administrative Services in 2006 as Chairman and Managing Director of Tamil Nadu Urban Finance & InfrastructureDevelopment Corporation Limited. In his 32 years of Administrative services, he has also led different companies of Governmentin textile and tourism industries etc. He is also Director of Ruchi Infrastructure Limited.

Mr. V. K. Jain was appointed as an Additional Director and whole-time Director with effect from 27th July, 2009. He is B.Sc. andDiploma in Business Management. He is among the senior management and is looking after the matters related to imports,exports and commercial activities of the Company.

Mr. Kailash Shahra and Mr. A.B. Rao retire by rotation in terms of provisions of Section 256 of the Companies Act, 1956.

Mr. Kailash Shahra, being eligible, offers himself for re-appointment. He was born on 31st January, 1938 and is Graduate inCommerce. He was appointed as a Director on 7th January, 1986 and is non-executive and promoter director of the Company.He has more than 35 years experience in various fields of agri-commodity business, soya industry and has been instrumentalin strategic planning of Corporate affairs of Ruchi Group of Industries.

He had been director of Bank of India as well as New Bank of India. He is also on the Board of Directors of following publiclimited companies :

1. Anik Industries Limited

2. Indian Steel & Agro Industries Ltd.

3. National Steel & Agro Industries Limited

4. National Board of Trade Limited

5. Ruchi Strips & Alloys Limited

He is the member of Audit Committee of the Board of Directors of Anik Industries Limited & National Steel & Agro IndustriesLimited.

Mr. A.B. Rao being eligible, offers himself for re-appointment. He was born on 1st April, 1958 and is a Graduate in law and PostGraduate in Business Administration. Being Head of Legal Department of the Company, he is responsible for compliance oflegislations and Acts applicable to Company. He is on the Board of Directors of Sunshine Oleochem Limited.

Board Procedures

The Board met 8 times during the financial year 2008-09. The date of board meetings are 30th April, 2008, 31st May, 2008,30th July, 2008, 30th August, 2008, 23rd September, 2008, 25th October, 2008, 31st January, 2009 and 9th March, 2009.

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Attendance record of directors

Name of directors Category Board Whether No. of other No. of othermeetings attended Boards in committeesattended last which he is in which he

AGM member or is member or(Chairman) (Chairman)

Mr. Kailash Shahra Promoter (Non-executive) 6 Yes 5 (5) 1 (0)

Mr. Dinesh Shahra Promoter (Executive) 8 Yes 5 (0) 1 (0)

Mr. P.D. Nagar1 Independent (Non-executive) 1 No 5(0) 4 (2)

Mr. A. B. Rao Executive 5 No 1 (0) 0 (0)

Mr. S.P. Joshi1 Executive 1 Yes 1 (0) 0 (0)

Mr. Sajeve Deora Independent (Non-executive) 6 Yes 5 (0) 7 (5)

Mr. P. D. Dwivedi Independent (Non-executive) 6 Yes 0 (0) 0 (0)

Mr. Ashok Dhingra2 Independent (Non-executive) 1 Yes 1 (0) 0 (0)

Mr. N. Murugan3 Independent (Non-executive) — — 1 (0) 1 (0)

Mr. V. K Jain3 Executive — — 0 (0) 0 (0)

1. Mr. S.P. Joshi & Mr. P.D. Nagar resigned from the Board with effect from 27th July, 2009.

2. Mr. Ashok Dhingra resigned from the Board with effect from 9th March, 2009.

3. Mr. N. Murugan & Mr. V.K. Jain have been inducted on the Board with effect from 27th July, 2009.

Private limited and Section 25 companies, if any where the directors of the Company are directors, have been excluded for theabove purpose. Further, as per the listing agreement, chairman/membership of audit committees and shareholders’ grievancecommittees are considered for the purpose of committee positions.

Code of Conduct

The Board of Directors has an important role in ensuring good corporate governance and has laid down the Code of Conductfor Directors and Senior Management of the Company. The Code has also been posted on the website of the Company.All Directors and Senior Management personnel have affirmed the compliance thereof for the year ended 31st March, 2009.Annual Report contains a declaration to this effect signed by the Managing Director, as provided in clause 49 of the ListingAgreement.

AUDIT COMMITTEE

The objective of the Audit Committee is to keep a vigil on the Management’s financial reporting process with a view to ensuretimely and transparent disclosure in the financial statements.

The terms of reference of the Committee are extensive and include all the requirements as mandated in clause 49 of theStandard Listing Agreement read with Section 292A of the Companies Act, 1956. The role of the Committee includes overseeingand monitoring the financial reporting system within the Company and considering/reviewing unaudited and audited financialresults, as may be applicable, for the relevant quarters and year before being adopted by the Board. The Committee alsofocused its attention on topics such as review of internal audit reports, legal compliance reporting system, presentation ofsegmentwise reporting, review of internal control systems, major accounting policies and practices, compliance with accountingstandards and risk management. The Committee also continued to advice the management on areas where greater internalaudit focus was needed and on new areas to be taken up for audit purpose. The Company Secretary acted as the Secretary tothe Committee. The Committee meetings were also attended by finance executives and Statutory Auditors of the Company.

Constitution and composition

The Audit Committee consists of Mr. Sajeve Deora, Mr. Prabhu Dayal Dwivedi and Mr. A.B. Rao. Mr. Sajeve Deora, theChairman of the Committee is an independent, non-executive director and has a strong financial and accounting background.

Meeting and attendance and terms of reference :

During the financial year 2008-09, the Audit Committee met on 30th April, 2008, 30th July, 2008, 30th August, 2008,25th October, 2008 and 31st January, 2009. The meetings were scheduled in advance. Mr. Sajeve Deora and Mr. P.D. Dwivediattended all the meetings. Three meetings were attended by Mr. A.B. Rao.

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COMPENSATION COMMITTEEThe objective of compensation committee is to determine remuneration package for executive directors and senior employeesof the Company and to monitor the due compliance of remuneration policies of the company in a transparent manner. It is alsoempowered to administer the Employee Stock Option Scheme of the Company.

Constitution and compositionThe Compensation Committee is chaired by Mr. Sajeve Deora and its other members are: Mr. Prabhu Dayal Dwivedi,Mr. N. Murugan, Mr. Kailash Shahra and Mr. Dinesh Shahra. The Chairman of the Committee is an independent, non-executivedirector and has a strong financial and accounting background. Mr. P.D. Nagar was a member of Committee till 27th July, 2009.

Meeting and attendance and terms of referenceDuring the financial year 2008-09, the Compensation Committee met on 1st April, 2008 and 30th August, 2008. Mr. Kailash Shahraand Mr. Dinesh Shahra attended both the meetings. Mr. P.D. Nagar, Mr. P. D. Dwivedi and Mr. Sajeve Deora attended onemeeting each.

REMUNERATION OF DIRECTORSRemuneration of the Managing Director :During the financial year 2008-09, the particulars of remuneration paid to Mr. Dinesh Shahra, Managing Director is as under :Salary : Rs. 97,40,323Perquisites in cash or kind : Rs. 25,43,297

Remuneration of the whole-time directors :During the financial year 2008-09, the following remuneration was paid to the whole-time directors :Mr. A.B. Rao : Salary, allowances and perquisites : Rs. 18,26,084Mr. S.P. Joshi : Salary, allowances and perquisites : Rs. 12,74,700

Remuneration of non-executive directors:As approved by the Board of Directors and in accordance with the Articles of Association of the Company, the non-executivedirectors were paid a sitting fee of Rs. 2000/- for each meeting of the board or committee thereof attended by them during thefinancial year 2008-09. Commission of Rs.29,14,553/- is payable to the Chairman for the financial year 2008-09. During theyear, commission of Rs.50,00,000/- for the financial year 2007-08 was paid to him.The following table shows the amount of sitting fee paid to the non-executive directors for the financial year 2008-09 and theirshareholding as on 31st March, 2009 :

Sr. No. Name of Directors Sitting fees (Rs.) No. & percentage of shares heldas on 31st March, 2009

1. Mr. Kailash Shahra 26,000 1,98,500 (0.11%)2. Mr. P.D. Dwivedi 24,000 —3. Mr. P.D. Nagar 4,000 —

4. Mr. Sajeve Deora 24,000 —5. Mr. Ashok Dhingra 2,000 46,000 (0.02%)

Note : Mr. P.D. Nagar resigned from the Board with effect from 27th July, 2009.

MANAGEMENTManagement discussion and analysisThis is given as a separate chapter in this annual report.

DisclosuresA. Transactions with related parties.The Company has not entered into any transaction of material nature with related parties that may have any potential conflictwith the interest of the Company.B. Compliance by the CompanyThe Company has complied with the requirement of the stock Exchange, SEBI and other statutory authorities on matters relatedto capital markets during last three years. No penalties have been imposed on the Company or strictures passed by any StockExchange or SEBI or any other authorities relating to capital markets.

C. Risk ManagementThe Board of Directors regularly review the risk management strategy of the Company to ensure the effectiveness of riskmanagement policy and procedures.

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SHAREHOLDERSCommunication to shareholdersQuarterly unaudited financial statements prepared in accordance with the Listing Agreements executed with the Stock Exchangesare generally published in Free Press Journal and Nav Shakti. Beside this, RSIL has its own website (www.ruchisoya.com)on which important public domain information is posted. All the financial, vital and price sensitive official news releases arealso communicated to the concerned stock exchanges in accordance with the listing agreements. The website also containsinformation on several other matters, such as Networth history, Turnover and Net profit for preceding years etc.

INVESTORS’ GRIEVANCE COMMITTEEThe Committee has the mandate to look into shareholders’ and investors’ complaints on matters relating to transfer of shares,non-receipt of annual report, non-receipt of dividend etc. In addition, the Committee also looks into matters which can facilitatebetter investor service and relations. Investors’ Grievance Committee of the Board comprises of Mr. Kailash Shahra (Chairman),Mr. A.B. Rao and Mr. V.K. Jain. Mr. V. K. Jain became member of the committee with effect from 27th July, 2009. Mr. S.P. Joshivacated his office as member of Investors’ Grievance committee with effect from 27th July, 2009, due to his resignation from theBoard.

During the period under review, 6 meetings of the Committee were held. The Committee met on 26th May, 2008, 24th July, 2008,10th September, 2008, 25th November, 2008, 7th January, 2009 and 16th March, 2009 to review the status of investors servicerendered. Mr. Kailash Shahra, Mr. S.P. Joshi and Mr. A.B. Rao attended 5, 3 and 4 meetings respectively. Mr. R.L. Gupta,Company Secretary, also attended the meetings. He has been appointed as the Compliance Officer in accordance with listingagreements for compliances and investors’ services.During the financial year 2008-09, the Company received 26 complaints for non receipt of shares, 16 complaints for nonreceipt of annual reports, 11 complaints for non-receipt of dividend, 2 complaints related to demat of shares and 2 othercomplaints. No complaint was pending as at 31st March, 2009.

INFORMATION ON GENERAL BODY MEETINGSAnnual General MeetingsThe last three Annual General Meetings (AGMs) of the Company were held at Sunville Deluxe Pavilion, Sunville Building, 9,Dr. Annie Besant Road, Worli, Mumbai-400 018. The dates and times of holding of the said AGMs and particulars of specialresolutions passed thereat are as under:20th AGM held on 28th December, 2006 at 10.45 A.M. — Amendment in Articles of Association.

— Increase in remuneration under Section314 of the Companies Act, 1956

— Payment of remuneration by way of Commission— Further issue of shares

21st AGM held on 29th September, 2007 at 3.00 P.M. — Revision of commission payable to Director22nd AGM held on 30th September, 2008 at 10.30 A.M — Ratification of re-issue of 4,047 forfeited equity shares

— Re-appointment of Ms. Amrita Shahraunder section 314 of the Companies Act, 1956

Extra-ordinary General MeetingAn Extra-ordinary General Meeting of the Company was held on 16th June, 2009 at 11.30 A.M. at Indian Textile Accessories andMachinery Manufacturers' Association, 2nd Floor, Bhogilal Hargovindas Building, 18/20, K. Dubash Marg, Kala Ghoda,Mumbai-400 001. Particulars of special resolutions passed thereat are as under :

— Issue of equity shares on preferential basis— Issue of warrants on preferential basis— Revision in exercise price of Options to eligible employees and directors of Company under Employee Stock Option

Scheme-2007— Revision in exercise price of Options to eligible employees and directors of Subsidiary Company under Employee Stock

Option Scheme-2007.

POSTAL BALLOTNo postal ballot was conducted during the year under review. At present, there is no proposal for passing any Special Resolutionthrough postal ballot.

GENERAL SHAREHOLDERS INFORMATIONAnnual General Meeting : Date : 30th September, 2009

Time : 10.30 A.M.Venue : Sunville Deluxe Pavilion, Sunville Building,

9, Dr. Annie Besant Road, Worli,Mumbai-400018.

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FINANCIAL CALENDARAdoption of Quarterly Results of the quarter ended 3rd/4th week of— June 30, 2009 July, 2009— September 30, 2009 October, 2009— December 31, 2009 January, 2010— March 31, 2010 April, 2010Book Closure Dates — Saturday, the 19th September, 2009 to Wednesday, the 23rd September, 2009 (both days inclusive)Dividend Payment Date — On or before 30th October, 2009

LISTING ON STOCK EXCHANGES AND STOCK CODESThe Equity Shares of the Company are listed on the following Stock Exchanges:

Stock Exchange Stock codea) Bombay Stock Exchange Limited (BSE) 500368b) National Stock Exchange of India Limited (NSE) RUCHISOYAc) Delhi Stock Exchange Limited (DSE) —

The ISIN of the Company is INE619A01027.Market Price Data (Rs.)The monthly high and low quotations at the Bombay Stock Exchange Limited (BSE) during the financial year 2008-09 are asfollows :

Period High (Rs.) Low (Rs.)

April, 2008 108.00 79.00May, 2008 109.90 93.30June, 2008 99.50 79.35July, 2008 93.40 72.00August, 2008 86.35 72.60September, 2008 85.00 64.20October, 2008 71.00 27.00November, 2008 40.65 20.00December, 2008 30.50 21.60January, 2009 34.25 16.80February, 2009 24.90 20.90March, 2009 25.00 18.60

Comparisonn of Stock Performance of RSIL with BSE SENSEX

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Registrars and Transfer Agent

Sarthak Global Limited, 170/10, Film Colony, R. N. T. Marg, Indore-452 001.

SHARE TRANSFER SYSTEM

Shares lodged in physical form with the Company/its Registrars & Share Transfer Agent are processed and generally returned,duly transferred within 30 days, except in case where litigation is involved.

In respect of shares held in dematerialized mode, the transfer takes place instantaneously between the transferor and transfereeat the depository participant(s) through which electronic debit/credit of the accounts are involved.

Shareholding pattern and Distribution of Shareholding

Shareholding pattern as on 31.03.2009

Category No. of shares held % of holding

A Promoter holding1 Promoters

Indian Promoters 7,92,30,758 41.97Foreign Promoters — —

2 Persons acting in concert — —

Sub-total 7,92,30,758 41.97

B Non-Promoters Holding1 Institutions

a MFs/ UTI 47,63,001 2.52b Banks/ FIs/Insurance Companies 1,74,051 0.09

(Central/State Govt. Institutions/Non-Govt. Institutions)c FIIs 5,10,25,604 27.03

Sub-total 5,59,62,656 29.64

2 Non Institutions

a Bodies Corporate 3,59,27,954 19.03

b Individuals holding nominal capital upto Rs. 1.00 lac 1,49,94,366 7.94c Individuals holding nominal capital more than Rs. 1.00 lac 24,49,411 1.30d Any other (Clearing Members and Trust) 2,24,915 0.12

Sub-total 5,35,96,646 28.39

GRAND TOTAL 18,87,90,060 100.00

Distribution of shareholding as on 31.03.2009

Range of Shares No. of Shareholders % of Shareholders No. of Shares held % of Shareholding

001 — 2500 26,586 95.77 1,00,97,601 5.35

2501 — 5000 674 2.43 24,77,436 1.31

5001 — 10000 228 0.82 16,60,500 0.88

10001 — 15000 60 0.22 7,53,998 0.40

15001 — 20000 32 0.12 5,74,233 0.30

20001 — 25000 27 0.10 6,15,611 0.33

25001 — 50000 37 0.13 13,76,835 0.73

Over 50000 115 0.41 17,12,33,846 90.70

TOTAL 27,759 100 18,87,90,060 100

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Dematerialisation of shares and liquidityThe trading in shares of the Company are under compulsory demat segment. The Company is listed on BSE, NSE and DSE.The Company’s shares are available for trading in the depository systems of both NSDL and CDSL. As on 31st March, 2009,14,00,58,805 equity shares of the Company were in dematerialized form.Outstanding Convertible Instruments

On 24th December, 2007, the Company had allotted 3,53,25,000 warrants each convertible into one equity share of Rs. 2/-.On 31st March, 2009, 2,89,25,000 warrants were outstanding for conversion and were valid till 23rd June, 2009. None of thesewarrants was converted into equity shares within the validity period.

The Company had granted 12,37,000 options to the eligible directors and employees of the Company and its subsidiary on1st April, 2008. All options vest over 3 years from 1st April, 2008 - 20% on 1st April, 2009, 30% on 1st April, 2010 and 50%on 1st April, 2011. As on 31st March, 2009, no option was vested and/or exercised. Out of such 12,37,000 options, 93,000options have been cancelled in accordance with the Employee Stock Option Scheme 2007.

The Company has further granted 14,95,000 options on 29th August, 2009 which vest over 3 years from 1st October, 2009 -20% on 1st October, 2010, 30% on 1st October, 2011 and 50% on 1st October, 2012. Accordingly, as on date 26,39,000options are outstanding to be exercised under the Scheme.

The Company has also allotted 7,00,00,000 warrants on preferential basis on 27th July, 2009, each convertible into one equityshare of Rs. 2/-. As on date, these warrants are pending for conversion.

Plant locations of the Company

— Mangliagaon, A.B.Raod, Indore (M.P.)

— Baikampady Industrial Area, Mangalore (Karnataka)

— Village Esambe, Taluka Khalapur, Distt. Raigad (Maharashtra)

— Bijoyramchak, Ward No. 9, P.O. Durgachak, Haldia (West Bengal)

— Village Butibori, Tehsil Nagpur (Maharashtra)

— Akodia Road, Industrial Area, Shujalpur, Dist. Shajapur (M.P.)

— Village Dobhi, Distt. Mandla (M.P.)

— Village Kamati, Gadarwada, Distt. Narsinghpur (M.P.)

— Gram Mithi Rohar, Taluka Gandhidham, Distt. Bhuj (Gujarat)

— Kannigaiper Village, Uthukottai Taluk, Thiruvallur Distt. (Tamilnadu)

— RIICO Udyog Vihar, Sriganganagar (Rajasthan)

— RIICO Industrial Area, Govindpur Bawari, Post Talera Distt. Bundi (Rajasthan)

— Kusmoda, A.B. Road, Guna (M.P.)

— Kota Road, Baran (Rajasthan)

— Rani Piparia, Dist. Hoshangabad (M.P.)

— SIDCO Industrial Estate, Bari Brahmana, Jammu (J&K)

— Village Daloda, Dist. Mandsaur (M.P.)

— Survey No. 178, Surkandi Road, Washim (Maharashtra)

Address for communication

The shareholders may send their communications, queries, suggestions and grievances to the Compliance Officer at the followingaddress:

Mr. R.L. Gupta

Company Secretary

408, Tulsiani Chambers, Nariman Point, Mumbai-400 021

e-mail address : rl_gupta@ruchigroup.com

Phone: +91 22 66560603 / + 91 731 4017311

The shareholders may also e-mail their queries, suggestions and grievances at ‘ruchisoyasecretarial@ruchigroup.com’

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Certificate by Managing Director and Vice President (Corporate Accounts)

The Board of Directors has received certificate issued by the Managing Director and Vice President (Corporate Accounts) of theCompany as envisaged under clause 49 (V) of the Listing Agreement.

Report on Corporate Governance

This chapter, read together with the information given in the chapter entitled as 'Management Discussion and Analysis Report’constitutes a detailed compliance report on corporate governance during 2008-09 in terms of clause 49 of the Listing Agreement.

Auditor’s certificate on Corporate Governance

The Company has obtained the certificate from the Auditors of the Company regarding compliance with the provisions relatingto corporate governance laid down in clause 49 (VII) of the Listing Agreement executed with the Stock Exchanges. Thiscertificate will be sent to Stock Exchanges, along with the annual report to be filed by the Company.

Declaration

As provided under Clause 49 of the Listing Agreement executed with the Stock Exchanges, we affirm that the Board Membersand Senior Management personnel of the Company have confirmed compliance with the Code of Conduct of the Company forthe year ended 31st March, 2009.

For Ruchi Soya Industries Limited

Place : Indore DINESH SHAHRADate : August 29, 2009 Managing Director

CERTIFICATE

To the Members ofRUCHI SOYA INDUSTRIES LIMITED

We have examined the compliance of conditions of Corporate Governance by Ruchi Soya Industries Limited for the year ended31st March, 2009 as stipulated in Clause 49 of the Standard Listing Agreement of the said Company with Stock Exchanges.

The compliance of condition of Corporate Governance is the responsibility of the management. Our examination has beenlimited to a review of the procedures and implementation thereof adopted by the Company for ensuring compliance with theconditions of the certificate of Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression ofopinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanation given to us and the representations made bythe Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance asstipulated in Clause 49 of the above mentioned Listing Agreement.

As informed to us, the records relating to investors grievances pending against the Company, if any, is maintained by theRegistrars of the Company, who have certified that as at 31st March, 2009, no grievances were unattended/pending to beredressed.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

For P.D. KUNTE & CO. (REGD.)Chartered Accountants

(D.P. SAPRE)Place : Indore PartnerDate : August 29, 2009 Membership No.40740

36

Auditors’ Report

TO THE MEMBERS OF RUCHI SOYA INDUSTRIES LIMITED

1. We have audited the attached Balance Sheet of Ruchi Soya Industries Limited as at 31st March, 2009 and the Profit andLoss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statementsare the responsibility of the Company’s management. Our responsibility is to express an opinion on these financialstatements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accounting principles used and significant estimates made bythe management, as well as evaluating the overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms ofSection 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified inparagraphs 4 and 5 of the said Order.

4. Interest income of Rs. 10,873.32 lacs has been netted off against interest expenditure instead of including the same underother income. The said disclosure however has no impact on the profit for the year. (Refer Note no. 19 of Schedule 20).

5. Further to our comments in the Annexure referred to in paragraph (3) above:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief werenecessary for the purpose of our audit;

ii. in our opinion, proper books of account, as required by law, have been kept by the Company so far as appears fromour examination of those books and proper returns adequate for the purposes of our audit have been received frombranches not visited by us;

iii. the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreementwith the books of account;

iv. in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow statement dealt with by this reportcomply with the Accounting Standards referred to in clause (3C) of section 211 of the Companies Act, 1956;

v. On the basis of the written representations received from the directors and taken on record by the Board of Directors,we report that none of the directors is disqualified as on March 31, 2009 from being appointed as a director in termsof clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the accounts readtogether with the notes thereon, give the information required by the Companies Act, 1956 and except for nettingoff of interest income against interest expenditure instead of showing it under other income as stated in para 4above, in the manner so required and give a true and fair view:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2009;

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

c) in the case of the Cash Flow statement, of the cash flows for the year ended on that date.

For P.D.KUNTE & CO. (REGD.)Chartered Accountants

(D. P. SAPRE)Place : Indore PartnerDate : 29th August, 2009 Membership No. 40740

37

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

1. In respect of fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situationof its fixed assets. The updation of fixed assets register in respect of assets vested on amalgamation is in progress.

(b) According to the information and explanations given to us, physical verification of the fixed assets was carried outby the management during the year and no material discrepancies were noticed on comparison with book records.In our opinion, the frequency of verification is at reasonable intervals.

(c) There was no substantial disposal of fixed assets during the year.

2. In respect of its inventories:

(a) We have been informed that the inventories have been physically verified by the management during and/or at theyear-end except for stocks lying with third parties at the year-end, which have been substantially confirmed bythem. In our opinion, the frequency of verification is reasonable.

(b) According to the information and explanations given to us, in our opinion, the procedures of physical verificationof inventories followed by the management are reasonable and adequate in relation to the size of the Company andthe nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained properrecords of inventory. The discrepancies noticed on physical verification of stocks as compared to book records,which have been properly dealt with in the books of account, are in our opinion, not material.

3. (a) The Company has granted loans to 4 companies, firms and other parties covered in the register maintained undersection 301 of the Act. The aggregate amount outstanding from these parties as at 31st March, 2009 is Rs. 142.65 lacs.The maximum balance outstanding at any time during the year in respect of these loans was Rs. 613.38 lacs.

(b) The rate of interest in respect of the aforesaid loans is prima facie not prejudicial to the interest of the Company.There are no other terms and conditions stipulated in respect of these loans.

(c) In respect of these loans, there is no stipulation as to the repayment of principal amount and payment of interest.Hence, we have not commented on whether the repayment of principal amount and payment of interest are regularor whether there is any overdue amount in respect of the aforesaid loans.

(d) The Company has not taken any loans from companies, firms or other parties covered by section 301 of theCompanies Act, 1956. As such clauses (e) to (g) of para 3(iii) are not applicable for the year under audit.

4. In our opinion and according to the information and explanations given to us, in view of implementation of transactionsystem, the internal control system for the purchase of inventory and fixed assets and for the sale of goods and services isbeing reviewed with a view to further strengthening it to be commensurate with the size of the Company and the natureof its business. During the course of audit, no major weakness has been noticed in these internal controls.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by themanagement, the transactions that need to be entered into the register maintained under section 301 of the Acthave been so entered.

(b) These transactions have been made at prices which are reasonable having regard to the prevailing market prices atthe relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted depositsfrom public to which the provisions of sections 58A and 58AA of the Act and Rules framed thereunder apply.

7. The Company has an internal audit system, which in our opinion is commensurate with the size of the Company and thenature of its business.

8. We have broadly reviewed cost records in respect of manufacture of vanaspati, refined vegetable oil and power generationmade and maintained by the Company pursuant to the rules made by the Central Government for the maintenance ofcost records under section 209(1)(d) of the Act and are of the opinion that prima facie the prescribed accounts andrecords have been made and maintained. We have not, however, made a detailed examination of the records with a viewto determining whether they are accurate or complete. To the best of our knowledge and according to the informationgiven to us, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of theCompanies Act, 1956 for any other product of the Company.

38

9. In respect of statutory dues:

(a) The Company, barring certain instances of delay, is generally regular in depositing undisputed statutory dues includingProvident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax,Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. Undisputedstatutory dues aggregating to Rs. 589.51 lacs were outstanding as at 31st March, 2009 for a period of more than sixmonths from the date they became payable.

(b) As at 31st March 2009, following disputed statutory dues aggregating to Rs. 13,360.51 lacs have not been depositedon account of matters pending before the appropriate authorities:

Name of the statute Nature of dues Forum where Years to which Amountdispute is pending dispute relates disputed

(Rs. in lacs)

Central Sales Tax Act, Vat / Sales Tax High Court 2003-04/04-05/ 05-06 327.33VAT Act / Sales Tax (including CentralAct of various states Sales Tax) / Entry Tax Tribunal 1999-00 / 95-96/ 2000-01/ 2,050.89including Entry 04-05Tax Act

Joint Comm. 1997-98/2000-01/02-03/ 371.38(Appeal) 04-05/05-06/07-08

DC (Appeal) 1994-95/2002-03/04-05/ 1,759.6105-06/06-07/07-08

Comm. Appeal 1988-99/2002-03/03-04/04-05 1,815.76

Assessment 2000-01/02-03/03-04/04-05 295.00

Central Excise and Excise Duty High Court 2004-05 2,914.48Salt Act

Tribunal 2001-02/02-03/03-04/ 253.4404-05/06-07

Comm. Appeal 2006-07/07-08 666.46

Joint Comm. 2006-07/07-08 16.05(Appeal)

Service Tax Act,1994 Service Tax Comm. Appeal 2002-03/04-05/06-07/07-08 5.19

Joint Comm. 2008-09 11.03(Appeal)

Customs Act Custom Duty Supreme Court — 539.17

High Court — 916.71

Tribunal — 366.48

DC (Appeal) — 281.70

Assessing Officer — 369.18

Income Tax Act, 1961 Income Tax ITAT 1985-86 and 2005-06 392.79

Other statutes Octroi / Electricity High Court 2004-05/05-06 7.86Duty / Local Body Tax

10. The Company does not have accumulated losses at the end of the financial year and the Company has not incurred anycash losses in the current or in the immediately preceding financial year.

11. According to the information and explanations given to us, the Company has not defaulted in repayment of dues tofinancial institutions, banks or debenture holders.

39

12. According to the information and explanations given to us, the Company has not granted any loans and advances on thebasis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi / mututal benefit fund / society. Therefore, the provisions ofclause 4(xiii) of the Companies (Auditor’s Report) Order 2003 are not applicable to the Company.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities,debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s Report)Order, 2003 are not applicable to the Company.

15. In our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others frombanks or financial institutions are, prima facie, not prejudicial to the interest of the Company.

16. According to the information and explanations given to us, the term loans have been applied for the purpose for whichthey were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of theCompany, we report that short-term funds have not been used for long-term investment.

18. According to the information and the explanations given to us, the Company has not made any preferential allotment ofshares during the year.

19. According to the information and explanations given to us, the Company has created security in respect of debenturesissued.

20. The Company has not raised any money by way of public issue during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, we report that nofraud on or by the Company has been noticed or reported during the course of our audit.

For P.D.KUNTE & CO. (REGD.)Chartered Accountants

(D. P. SAPRE)Place : Indore PartnerDate : 29th August, 2009 Membership No. 40740

40

Schedule 2008-09 2007-08(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

I SOURCES OF FUNDS1. Shareholders' Funds

a) Capital 1 10,541.78 10,541.78

b) Employees stock options 1A 38.76 —

c) Reserves & Surplus 2 1,07,957.26 1,00,120.67

1,18,537.80 1,10,662.45

2. Loan Funds

a) Secured Loans 3 69,787.09 69,851.07

b) Unsecured Loans 4 1,02,297.38 86,106.84

1,72,084.47 1,55,957.913. Deferred Tax Liability 13,478.15 10,178.15

3,04,100.42 2,76,798.51

II APPLICATION OF FUNDS1. Fixed Assets 5

a) Gross Block 1,74,433.13 1,50,243.20

b) Less : Depreciation 40,956.96 32,419.57

c) Net Block 1,33,476.17 1,17,823.63

d) Capital Work in Progress 7,865.89 2,337.87

1,41,342.06 1,20,161.50

2. Investments 6 8,178.24 8,191.69

3. Current Assets, Loans & Advances

a) Inventories 7 1,50,932.67 2,13,822.80

b) Sundry Debtors 8 1,02,682.76 1,03,770.58

c) Cash & Bank 9 1,01,479.32 57,890.31

d) Other Current Assets 10 1,830.25 1,072.39

e) Loans & Advances 11 99,419.90 72,581.96

4,56,344.90 4,49,138.04

Less : Current Liabilities & Provisions

a) Current Liabilities 12 2,87,358.94 2,89,071.98

b) Provisions 13 14,424.32 11,642.82

3,01,783.26 3,00,714.80

Net Current Assets 1,54,561.64 1,48,423.244. Miscellaneous Expenditure 14 18.48 22.08

3,04,100.42 2,76,798.51

NOTES TO THE ACCOUNTS 20

Balance SheetAS AT 31ST MARCH, 2009

As per report of even date attached For and on behalf of the Board of DirectorsFor and on behalf ofP.D. KUNTE & CO. (Regd.)Chartered Accountants KAILASH SHAHRA

Chairman

(D.P. SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRAPartner Company Secretary Vice President Managing DirectorMembership No. 40740 (Corporate Accounts)

Indore, August 29, 2009 Indore, August 29, 2009

41

Schedule 2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

INCOME

Sales and Other Income 15 12,20,951.33 11,06,881.46

Increase/(Decrease) in stock 16 (8,006.82) 28,467.49

12,12,944.51 11,35,348.95

EXPENSES

Purchases 3,03,477.49 2,32,515.92

Materials consumed 17 7,91,898.05 7,77,044.63

Expenses 18 88,376.34 82,740.41

Interest (Net) 19 5,541.68 10,200.85

Depreciation 5 8,575.93 7,472.99

11,97,869.49 11,09,974.80

Profit before taxation 15,075.02 25,374.15

Provision for taxation — Current tax 1,750.00 5,436.00

— Deferred tax 3,300.00 3,000.01

— Fringe benefit tax 180.00 175.00

Provision for tax for earlier years 516.84 840.39

Profit after taxation 9,328.18 15,922.75

Balance brought forward from previous year 29,118.32 17,029.87

Profit available for appropriation 38,446.50 32,952.62

APPROPRIATIONS

General Reserve 2,500.00 2,500.00

Debenture Redemption Reserve — 18.20

Proposed Dividend — Preference 180.97 180.97

— Equity 1,093.95 943.95

Tax on Dividend 216.67 191.18

Balance carried to Balance Sheet 34,454.91 29,118.32

38,446.50 32,952.62

Earning per share in Rs. (See Note 33 of Schedule 20)

Basic 4.83 8.61

Diluted 4.83 8.23

NOTES TO THE ACCOUNTS 20

Profit & Loss AccountFOR YEAR ENDED ON 31 MARCH, 2009

As per report of even date attached For and on behalf of the Board of DirectorsFor and on behalf ofP.D. KUNTE & CO. (Regd.)Chartered Accountants KAILASH SHAHRA

Chairman

(D.P. SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRAPartner Company Secretary Vice President Managing DirectorMembership No. 40740 (Corporate Accounts)

Indore, August 29, 2009 Indore, August 29, 2009

42

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2009

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

SCHEDULE 1 : SHARE CAPITAL

Authorised27,50,00,000 Equity Shares (Previous year 27,50,00,000 5,500.00 5,500.00Equity Shares) of Rs. 2/- each65,00,000 - Cumulative Redeemable Preference Shares(Previous year 65,00,000 Preference Shares) of Rs.100/- each 6,500.00 6,500.00

12,000.00 12,000.00

Issued, Subscribed and Paid-upi) 18,87,90,060 Equity Shares of Rs.2/- each (Previous

year 18,87,90,060 Equity Shares of Rs.2/- each) 3,775.80 3,775.80

ii) 45,24,285 4% Cumulative Redeemable PreferenceShares of Rs. 100/- each (See Note below) 4,524.29 4,524.29

iii) Share Warrant Application Money 2,241.69 2,241.69

10,541.78 10,541.78

Note :

Out of 45,24,285 Preference Shares, 30,19,186 preference shares were alloted on 31st March, 2004 & are redeemable at par in three annual instalments at the endof 8th, 9th & 10th year from the date of allotment with a put and call option at the end of each year i.e. 1st & 2nd instalment of Rs.33/-each per preference shareon completion of 96 months & 108 months respectively & 3rd instalment of Rs.34/- per preference share on completion of 120 months from date of alloment.The balance 15,05,099 preference shares were alloted on 30th March, 2005 and are redeemable at par in three annual instalments with a put and call option atthe end of 8th, 9th & 10th year from the date of allotment i.e. 1st & 2nd instalments of Rs.33/- each per preference share on completion of 96 months & 108months respectively and 3rd instalment of Rs.34/- per preference share on completion of 120 months from date of allotment. These have been fully redeemed on22nd June, 2009.

2008-09 2007-08(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

SCHEDULE 1A : EMPLOYEES STOCK OPTIONS

Employees Stock Options Outstanding 116.28 —Less : Deferred Employees Compensation Expenses 77.52 —(Refer Note no.6 of Schedule 20)

38.76 —

SCHEDULE 2 : RESERVES AND SURPLUS

a) Securities Premium AccountAs per last balance sheet 37,319.31 32,469.30Add : Addition during the year — 4,850.01

37,319.31 37,319.31b) Debenture Redemption Reserve

As per last balance sheet 175.00 156.80Add : Addition during the year — 18.20

175.00 175.00c) Capital Redemption Reserve

As per last balance sheet 3,400.00 3,400.00

d) General ReserveAs per last balance sheet 30,108.04 27,611.64Less : Additional liability pursuant to AS-15 (Revised) — 3.60Add : Addition during the year 2,500.00 2,500.00

32,608.04 30,108.04e) Profit and Loss Account 34,454.91 29,118.32

1,07,957.26 1,00,120.67

43

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

SCHEDULE 3 : SECURED LOANSa) 9.75% Secured Redeemable Non-convertible Debentures

3,50,000 Debentures of Rs.100/- each privately 116.66 233.33placed with Financial Institution(See Note no. 1 below)

b) Loans from Financial Institutions/Banks/Others 69,586.08 51,813.96[See Note nos.2 (a) and 2 (b) below]

c) Borrowing from Banks (Cash/Packing Credit/Working Capital Demand 10.41 17,715.97Loans) [See Note nos. 3 (a) and (b) below]

d) Other Loans for specific Vehicles (Exclusive charge) 73.94 87.81(See Note no. 4 below)

69,787.09 69,851.07

NOTES:

1 The outstanding balance against the 9.75% Secured Redeemable Non Convertible Debentures of Rs 100/- each privately placedwith Financial institution is redeemable during the year ending March 31st, 2010.

The above debentures are secured by (a) first charge by way of an equitable mortgage of all immovable properties of theCompany, wherever situated and (b) a first charge by way of hypothecation of all movable proporties, both present & future (saveand except book debts) of the Company.

The first charge by way of equitable mortgage and hypothecation in favour of debentureholders rank pari passu with the lendersas per Note No.2(a) below and is subject to charge on specified properties referred to in Note no.2(b).

Amount repayable within 12 months Rs. 116.66 lacs (Previous year Rs. 116.67 lacs).

2 The loans from financial institutions, banks and others are secured/to be secured by :

(a) (i) first charge by way of an equitable mortgage of all immovable properties of the Company,wherever situated and (ii) a firstcharge by way of hypothecation of all movable properties, both present & future (save and except book debts) of theCompany and (iii) Personal Guarantee of the Managing Director in certain cases.

The First Charges by way of equitable mortgage and hypothecation in favour of lenders rank pari passu with theDebentureholders as per Note No.1 above and subject to charge on specified properties referred to in Note no 2(b) below.

(b) (i) a first charge by way of an equitable mortgage over all the immovable properties of the Company at specific locations,(ii) a first charge by way of hypothecation of movable properties situated at the respective locations and (iii) Personalguarantee of the Managing Director.

The above charges of various lenders at specified locations mentioned above rank pari passu inter se the lenders at each location,wherever applicable.

The above outstanding amount of loan includes interest accrued & due Rs.542.94 lacs. (Previous year Rs. 314.05 lacs)

Amount repayable within 12 months Rs. 17,133.62 lacs (Previous year Rs. 11,916.39 lacs)

3 (a) The Borrowing availed from consortium banks are secured / to be secured by (i) a first charge by way of hypothecation ofstocks, book debts and other current assets (ii) a charge by way of hypothecation /equitable mortgage of movable / immovableproperties in favour of consortium banks, ranking second and subservient to the charges specified in Note No. 1 and 2 and(iii) personal guarantee of promoter directors of the Company.

The charges mentioned above rank pari passu inter se the consortium banks.

(b) The borrowings availed from banks outside consortium are secured /to be secured by (i) specific charges on Stocks, bookdebts and other current assets pertaining to the facilities granted by them and (ii) personal guarantee of the ManangingDirector of the Company.

Amount repayable within 12 months Rs.10.41 lacs (Previous year Rs. 17,715.97 lacs).

4 These Loans are secured by hypothecation of vehicles purchased out of the said loans.

Amount repayable within 12 months Rs. 38.25 lacs (Previous year Rs. 43.01 lacs)

44

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

SCHEDULE 4 : UNSECURED LOANS

Short term advances :

From Banks / Financial Institutions (See Note no.10 of Schedule 20) 1,00,858.10 84,848.49

Other Loans :

Deferred Sales Tax Liability 1,439.28 1,258.35

1,02,297.38 86,106.84

SCHEDULE 5 : FIXED ASSETS (Rs. in lacs)

PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCK

As on Additions Deduction As on Upto For the year Adjustment Upto As on As on1.4.2008 31.3.2009 31.3.2008 31.3.2009 31.3.2009 31.3.2008

FREE HOLD LAND 13,104.22 662.54 — 13,766.76 — — — — 13,766.76 13,104.22

LEASE HOLD LAND 1,199.77 2.57 39.55 1,162.79 487.51 16.57 1.21 502.87 659.92 712.26

BUILDINGS 29,131.24 2,773.05 46.02 31,858.27 3,695.66 892.09 4.03 4,583.72 27,274.55 25,435.58

PLANT & MACHINERY 1,02,651.26 20,156.23 73.24 1,22,734.25 26,506.21 7,240.85 9.39 33,737.67 88,996.58 76,145.05

FURNITURE & FIXTURES 840.71 55.48 4.07 892.12 272.36 71.99 0.25 344.10 548.02 568.35

VEHICLES 1,340.17 241.84 33.25 1,548.76 479.08 141.18 20.93 599.33 949.43 861.09

OFFICE EQUIPMENT 1,421.37 380.86 4.72 1,797.51 836.46 76.80 2.73 910.53 886.98 584.91

SOFTWARE 518.46 118.21 — 636.67 106.59 136.15 — 242.74 393.93 411.87

TRADE MARKS 36.00 — — 36.00 35.70 0.30 — 36.00 — 0.30

CAPITAL WORK IN PROGRESS 2,337.87 26,198.33 20,670.31 7,865.89 — — — — 7,865.89 2,337.87

TOTAL 1,52,581.07 50,589.11 20,871.16 1,82,299.02 32,419.57 8,575.93 38.54 40,956.96 1,41,342.06 1,20,161.50

PREVIOUS YEAR 1,32,795.19 21,894.46 2,108.58 1,52,581.07 24,998.31 7,472.99 51.73 32,419.57 1,20,161.50

Notes :

1. Buildings include Rs.0.02 lac (Previous year Rs.0.02 lac) being cost of Shares in Co-operative Societies. Title deeds in respect of shares amounting to Rs.500/- are in the processof transfer.

2. Execution/registration of lease deed in respect of land acquired on lease during the year and the part of land acquired on lease in the preceding year is pending.

3. Lease hold land of 30 acres taken on lease from The Karnataka Industrial Area Development Board (KIADB) for a period of 6 years which after the expiry of the lease periodwill be converted to a sale subject to compliance with the terms of allotment.

4. Refer Note no. 2(h), 2(i) & 13 of Schedule 20.

45

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

SCHEDULE 6 : INVESTMENTSI. LONG TERM INVESTMENTS (Other than trade investment) (At cost)

A) SHARESa) Quoted

(Other than in subsidiary companies)i) 17,75,000 Equity Shares (Previous year 17,75,000 shares) of Rs.10/- each

fully paid up in Ruchi Strips & Alloys Ltd. 185.00 185.00ii) 8,83,500 Equity Shares (Previous year 8,83,500 shares) of Rs.10/- each

fully paid up in National Steel & Agro Industries Ltd. 264.87 264.87iii) 4,00,000 Equity Shares (Previous year 4,00,000 shares) of Rs.10/- each

fully paid up in Anik Industries Limited 100.00 100.00iv) 1,19,300 Equity Shares (Previous year 1,19,300 shares) of Rs.10/- each

fully paid up in Sarthak Global Limited 11.93 11.93v) 7,014 Equity Shares (Previous year 7,014 Shares) of Rs.10/- each

fully paid up in Dena Bank 1.89 1.89vi) 1,887 Equity Shares (Previous year 1,887 Shares) of Rs.10/- each

fully paid up in Punjab National Bank 7.41 7.41vii) 35,000 Equity Shares (Previous year 35,000 Shares) of Rs.10/- each

fully paid up in Sharadraj Tradelink Ltd. 3.82 3.82viii) 1,80,000 Equity Shares (Previous year 1,80,000 Shares) of Rs. 2/- each

fully paid up in Blue Chip India Ltd. 17.38 17.38ix) 21,500 Equity Shares (Previous year 21,500 Shares) of Rs.10/- each

fully paid up in Hereld Commerce Limited 11.38 11.38x) 50,00,000 Equity Shares (Previous year 50,00,000 Shares) of Rs.1/- each

fully paid up in Ruchi Infrastructure Limited 1,591.43 1,591.43xi) 159 Equity Shares (Previous year 159 Shares) of Rs.10/- each

fully paid up in Central Bank of India 0.16 0.16

Aggregate amount of quoted investments 2,195.27 2,195.27

Aggregate market value of quoted investmentsRs. 736.03 lacs (Previous year Rs. 2,096.22 lacs)

b) Right title & interest in Ruchi Soya Industries Ltd. Beneficiary Trust 936.97 936.97(Refer Note no.5 of Schedule 20)

c) Unquotedi) In subsidiary companies

99,40,700 Equity Shares (Previous year 99,40,700 Equity Shares)of Rs.10/- each fully paid in Ruchi Worldwide Ltd. 994.07 994.07

ii) Other than in subsidiary companiesa) 25,000 Equity Shares (Previous year 25,000 Equity shares)

of Rs.10/- each fully paid-up in Ruchi Infotech Ltd. 2.50 2.50b) 6,00,000 Equity Shares (Previous year 6,00,000 Equity shares)

of Rs.10/- each fully paid-up in Ruchi Acroni Industries Ltd. 60.00 60.00c) 35,000 Equity Shares (Previous year 35,000 Equity shares)

of Rs.10/- each fully paid-up in E-Ruchi Marketing (P) Ltd. 3.50 3.50d) 5,00,000 6% Redeemable Cumulative Preference Shares

(Previous year 5,00,000) of Rs.100/- each fully paid upin Sunshine Oleochem Ltd. 500.00 500.00

e) 26,000 Equity Shares (Previous year 26,000 Equity Shares) ofRs.10/- each fully paid up in RIFL Energy Private Limited 2.60 2.60

f) 34,50,000 6% Redeemable Cumulative Preference Shares 3,450.00 —(Previous year Nil) of Rs.100/- each fully paid up in Ruchi RealtyHoldings Pvt. Ltd.

iii) Share Application Money Pending Allotment — 3,450.00(towards preference shares in Ruchi Realty Holdings Pvt. Ltd.)

46

2008-09 2007-08(Rs.in lacs) (Rs.in lacs)

B. GOVERNMENT SECURITIES :National Saving Certificates/Kisan Vikas Patra(deposited with Government authorities) 7.09 6.93

Aggregate amount of unquoted investments 5,019.76 5,019.60

TOTAL : (I) 8,152.00 8,151.84

II CURRENT INVESTMENTS (At lower of cost & market value)MUTUAL FUNDS (Quoted)

i) 1,00,000 Units (Previous year 1,00,000 units) of SBIMagnum Multicap Fund of Rs.10/- each 10.00 10.00

ii) 2,50,000 Units (Previous year 2,50,000 units) of SBIOne India Fund of Rs.10/- each 25.00 25.00

iii) 50,000 Units (Previous year 50,000 units) of SBIInfrastructure Fund-I of Rs.10/- each 5.00 5.00

iv) 1,000 Units (Previous year 1,000 units) of PNBPrincipal Junior Cap Fund of Rs.10/- each 0.10 0.10

40.10 40.10Less : Provision for diminution in value of investments 13.86 0.25

TOTAL : (II) 26.24 39.85

Aggregate market value of current investmentsRs.26.24 lacs (Previous year Rs.46.86 lacs)

TOTAL : (I+II) 8,178.24 8,191.69

Note: The following investments were purchased and sold during the year :Name of Security No. of Units Cost (Rs. in lacs)

SBI Premier Liquid Fund - Institutional Growth 2,27,91,60,295.311 3,02,180.00

SBI Premier Liquid Fund - Super Institutional Growth 3,36,82,853.963 4,600.00

SBI Magnum Insta Cash Fund - Cash Option 3,23,11,41,348.000 6,18,553.07

HDFC Cash Management Fund - Call Plan Growth 62,34,673.095 900.00

HDFC Liquid Fund - Premium Plan - Growth 1,31,30,72,460.887 2,27,500.00

Reliance Liquid Fund - Cash Plan - Growth Option - Growth Plan 6,62,11,914.982 9,500.00

Reliance Liquidity Fund - Growth Option 62,42,74,227.228 80,600.00

Reliance Treasury Plan Institutional Option - Growth option - Growth Plan 6,68,53,319.597 14,000.00

Principal Cash Management Liquid Fund 1,00,06,202.329 1,000.00

SCHEDULE 7 : INVENTORIES(As valued and certified by the Management)

Stock-in-trade (At lower of cost and net realisable value exceptrealisable by-products which are valued at net realisable value)(Refer Note no.14 of Schedule 20)

a) Raw Materials (including packing material) 75,980.39 1,33,025.33

b) Work-in-progress 996.03 3,063.28

c) Finished goods 66,112.56 71,557.14

d) Realisable by-products 1,565.39 2,060.38

e) Consumables, Stores & Spares 6,278.30 4,116.67

1,50,932.67 2,13,822.80

47

SCHEDULE 8 : SUNDRY DEBTORS(Unsecured)

Debts outstanding for period exceeding six months

Considered good 456.91 5,126.59

Considered doubtful 371.50 329.85

828.41 5,456.44

Other Debts (considered good) 1,02,225.85 98,643.99

1,03,054.26 1,04,100.43

Less : Provision for doubtful debts 371.50 329.85

1,02,682.76 1,03,770.58

SCHEDULE 9 : CASH AND BANK BALANCE

Cash on hand 778.53 339.78

Bank Balances with Scheduled Banks

i) In Current Accounts 10,533.38 8,270.57

ii) In Deposit Accounts (Refer Note no. 10 of Schedule 20) 90,167.28 49,279.83

Bank Balances with Non-Scheduled Banks (in deposit accounts) 0.11 0.11(Refer Note no. 11 of Schedule 20)

Post Office Saving Bank [Maximum balance at any time 0.02 0.02during the year Rs.0.02 lac (Previous year Rs.0.02 lac)]

1,01,479.32 57,890.31

SCHEDULE 10 : OTHER CURRENT ASSETS

Interest Accrued

On Investments 4.56 4.31

On Fixed Deposits with Banks 1,814.75 984.01

On Intercorporate & Other deposits 10.94 84.07

1,830.25 1,072.39

SCHEDULE 11 : LOANS AND ADVANCES(Unsecured & considered good, unless stated otherwise)

Intercorporate Deposits [including Rs.19.48 lacs (Previous year Rs.Nil) 2,560.49 2,396.91due from subsidiary company]

Other Deposits 3,699.76 2,402.21

Advance for Capital Expenditure 1,778.05 3,415.30

Other Advances recoverable in cash or in kindor for value to be received [including (a) Rs.1.35 lacs (Previous yearRs.1.13 lacs) recoverable from Directors/Officers of the Company (b)due from subsidiary Rs. Nil (Previous year Rs. 206.66 lacs)]Considered good 75,496.50 54,841.52

Considered doubtful 310.79 152.08

75,807.29 54,993.60

Less : Provision for doubtful advances 310.79 152.08

75,496.50 54,841.52Advance Income Tax including tax deducted at source 15,885.10 9,526.02

99,419.90 72,581.96

2008-09 2007-08(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

48

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

SCHEDULE 12 : CURRENT LIABILITIES

Sundry Creditors [including Rs. 115.39 lacs (Previous year Rs.Nil) due 2,70,509.27 2,66,060.73to subsidiary company](Refer Note nos. 7, 9 & 12 of Schedule 20)

Agency & other deposits 965.72 838.31

Interest accrued but not due 660.07 484.32

Customers' advances 13,544.67 20,683.89

Other liabilities 1,679.21 1,004.73

2,87,358.94 2,89,071.98

SCHEDULE 13 : PROVISIONS

Taxation 12,824.96 10,380.28

Proposed dividend 1,274.92 1,124.92

Gratuity 121.09 28.11

Leave encashment 203.35 109.51

14,424.32 11,642.82

SCHEDULE 14 : MISCELLANEOUS EXPENDITURE(to the extent not written off or adjusted)

Share Issue Expenses 22.08 24.48

Less : Adjusted/written off 3.60 2.40

18.48 22.08

49

SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEARENDED ON 31ST MARCH, 2009 2008-09 2007-08

(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)SCHEDULE 15 : SALES AND OTHER INCOMESales 11,91,439.36 10,90,485.13Less : Excise duty 2,123.85 2,135.87

11,89,315.51 10,88,349.26Scrap & Other Sales 2,150.16 1,926.60Less : Excise duty 7.13 2.91

2,143.03 1,923.69Export Incentive 9,869.77 6,457.50Vat/Excise Refund/Remission 2,406.49 5,494.49Processing charges received (Gross) [TDS Rs. 13.30 lacs (Previous year Rs.12.83 lacs)] 614.08 546.83Service charges — 12.08Income from Power generation (including carbon credit) 2,037.62 255.38Other operating income (See Note no.17 of Schedule 20) 10,367.02 1,048.25

12,16,753.52 11,04,087.48

Insurance claims received 330.56 353.90Commission, Discount & Rebates 484.38 87.24Dividend 49.15 51.52Profit on sale of investments 640.18 61.35Profit on sale of assets 90.35 226.74Lease Rent (Gross) [TDS Rs.18.56 lacs (Previous year Rs.3.61 lacs)] 128.70 15.93Exchange difference (Net) 996.33 —Provisions no longer required written back 896.58 512.45Subsidy from Government 50.00 —Other Miscellaneous Income 531.58 1,484.85

4,197.81 2,793.98

12,20,951.33 11,06,881.46

SCHEDULE 16 : INCREASE/(DECREASE) IN STOCKSFinished goods

Opening Stock 73,617.52 46,181.31Closing Stock 67,677.95 73,617.52

(5,939.57) 27,436.21Work-in-progress

Opening Stock 3,063.28 2,032.00Closing Stock 996.03 3,063.28

(2,067.25) 1,031.28

(8,006.82) 28,467.49

SCHEDULE 17 : MATERIAL CONSUMEDa) Raw Material

Opening Stock 1,27,467.26 40,906.36Add : Purchases 7,05,203.23 8,41,502.28

8,32,670.49 8,82,408.64Less : Closing Stock 65,567.53 1,27,467.26

7,67,102.96 7,54,941.38

b) Packing MaterialOpening Stock 5,558.07 3,850.18Add : Purchases 29,649.88 23,811.14

35,207.95 27,661.32Less : Closing Stock 10,412.86 5,558.07

24,795.09 22,103.25

7,91,898.05 7,77,044.63

50

SCHEDULE 18 : EXPENSESProcessing Charges 71.30 715.10

Power & Fuel (net of recoveries) 16,549.51 14,965.05

Manufacturing Expenses 4,379.19 3,257.63

Consumables 5,361.08 5,932.88

Repairs - Plant & Machinery 6,596.47 3,681.91

Repairs - Buildings 468.26 705.14

Repairs - Others 452.27 521.80

Salary, Wages and Bonus 4,799.43 3,450.31

Contribution to Provident and Other Funds 415.16 262.81

Workmen & Staff Welfare expenses 485.88 225.83

Insurance (net of recoveries) 1,032.80 1,190.38

Rent 2,905.84 2,546.16

Rates & Taxes 661.63 1,493.43

Freight & forwarding (net of recoveries) 24,817.95 23,750.96

Export expenses 3,531.77 3,622.15

Commission and rebate 3,550.08 3,015.67

Advertisement & sales promotion 707.72 950.10

Donation 106.66 18.13

Travelling & Conveyance 1,409.49 1,122.27

[including Rs. 40.35 lacs (Previous year Rs. 59.05 lacs) for Directors]

Provision / write-off of doubtful/ bad debts and advances 203.23 571.35

Provision for diminution in value of Investment 13.61 0.10

Miscellaneous expenses written off 3.60 2.40

Loss on Sales/Fire of Fixed Assets 21.07 5.09

Loss on sale of investments — 5.10

Investment written off 0.10 —

Exchange difference (Net) — 2,301.75

Bank Commission & Charges 2,382.89 2,720.91

Other expenses (Net of recoveries) (See Note no.18 of Schedule 20) 7,449.35 5,706.00

88,376.34 82,740.41

SCHEDULE 19 : INTEREST (NET)Interest

— Debenture & other fixed loans 7,055.50 4,073.10

— Others 9,359.50 12,089.41

16,415.00 16,162.51Less : Interest received (Refer Note no. 19 of Schecule 20)

[Tax deducted at source Rs. 2,311.16 lacs (Previous year Rs.1,322.57 lacs)] 10,873.32 5,961.66

5,541.68 10,200.85

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

51

SCHEDULE ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2009 ANDPROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON THAT DATE

SCHEDULE NO. 20 NOTES TO THE ACCOUNTS

1. SIGNIFICANT ACCOUNTING POLICIES

a) FIXED ASSETS/INTANGIBLE ASSETS :

(i) Fixed assets are valued at cost/revalued amount less depreciation. Cost of fixed assets is arrived at afterincluding therein attributable interest and expenses for bringing the respective assets to working conditionand reducing there from cenvat credit received/ receivable, if any. Fixed assets acquired under Hire PurchaseScheme are valued at cash price less depreciation. Fixed assets vested on amalgamation are stated at theirfair value based on report of approved valuer less depreciation.

(ii) Intangible assets are measured at cost and amortised over a period for which the assets’ economic benefitsare expected to accrue.

(iii) Expenditure incurred on software acquired is amortised over a period of five years from the date theexpenditure is incurred.

b) DEPRECIATION :

Depreciation is provided on straight line basis at the rates prescribed in Schedule XIV to the Companies Act, 1956.Depreciation is provided on pro-rata basis with reference to the month of addition/ installation/ disposal of assets,except for low value items costing Rs. 5000/- or less which are written off fully in the year of purchase.

c) INVENTORIES :

Inventories, other than realisable by-products, are valued at lower of cost and net realisable value. The cost isarrived at on moving average basis. The cost of manufactured products includes therein direct costs, productionoverheads and depreciation. Realisable by products are valued at net realisable value. Cost of trading itemsincludes therein cost of purchase & other costs of acquisition attributable thereto.

d) RETIREMENT BENEFITS :

(i) Short term employee benefits are recognized as an expense in the profit and loss account of the year inwhich service is rendered.

(ii) Contribution to defined contribution schemes such as Provident Fund, Family Pension Fund andSuperannuation Fund are charged to the profit and loss account.

(iii) The Company makes annual contribution to Employees Group Gratuity cum Life Assurance Scheme forqualifying employees and the same is recognized as expenses in the profit & loss account. Additionalliability, if any in respect of gratuity and liability in respect of leave encashment are recognised on the basisof valuation done by an independent actuary applying Project Unit Credit Method. The actuarial gain/lossarising during the year is recognized in the profit and loss account of the year.

e) INVESTMENTS :

Long term investments are valued at cost. Provision is made for diminution in the value of investments where inthe opinion of the Board of Directors such diminution is not temporary. Current investments are valued at lowerof cost and fair value.

f) EXPENSES INCURRED FOR ISSUE OF SHARES, DEBENTURES AND OTHER MISCELLANEOUS EXPENSES :

Preliminary expenses, pre-operative expenses, share issue expenses incurred prior to 1st April, 2003 are writtenoff over a period of 10 years. Share issue expenses incurred after 1st April, 2003 are either charged to profit & lossaccount or securities premium account. Expenses pertaining to issue of debentures are charged to profit & lossaccount in the year in which they are incurred.

g) PREMIUM ON REDEMPTION OF DEBENTURES :

Premium payable, if any, on redemption of debentures is spread over the life of debentures.

52

h) FOREIGN EXCHANGE TRANSACTIONS :

(i) Transactions in foreign currency are accounted at the exchange spot rate prevailing on the date of thetransaction. Year end receivables and payables are translated at year end rate of exchange. The differenceon account of fluctuation in the rate of exchange is recognised in the profit and loss account. In case ofsales and purchases the same is included under the respective heads.

(ii) In case of forward exchange contracts, premium/discount arising at the inception of the contracts is spreadover the life of the contracts. Exchange fluctuation on such contracts is recognized in the profit & lossaccount in the year in which there is a change in exchange rates. Forward Contracts outstanding at the yearend are converted at the year end rate.

i) BORROWING COSTS :

Interest and other costs in connection with the borrowing of the funds to the extent related / attributed to theacquisition/construction of qualifying fixed assets are capitalised up to the date when such assets are ready fortheir intended use. Other borrowing costs are charged to the profit & loss account.

j) DEFERRED TAX :

Deferred tax is accounted for by computing the tax effect of timing differences which arise in a year and reversein subsequent periods.

k) IMPAIRMENT OF ASSETS :

An impairment loss is recognized in the profit & loss account whenever the carrying amount of an asset or a cashgenerating unit exceeds its recoverable amount. The recoverable amount is estimated as the higher of its netselling price and its value in use. The carrying amounts are reviewed at each balance sheet date to determinewhether there is any impairment.

l) EXPORT INCENTIVES :

Export incentives, to which the Company is entitled to based on exports during the year, are recognised asincome in the year of exports.

m) EMPLOYEE STOCK OPTIONS :

Stock options granted to employees under the employees’ stock option scheme are accounted as per the SEBI(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999 and the ‘GuidanceNote on Share Based Payments’ issued by the ICAI. Accordingly, the excess of market price of the shares as on thedate of grant of options over the exercise price is recognised as deferred employee compensation and is chargedto profit and loss account on straight-line basis over the vesting period.

The number of options expected to vest is based on the best available estimate and are revised, if necessary,

if subsequent information indicates that the number of stock options expected to vest differs from previous estimates.

2. CONTINGENT LIABILITIES NOT PROVIDED FOR2008-09 2007-08

(Rs. in lacs) (Rs. in lacs)

(a) Claims against the Company not acknowledged as debts 581.68 105.00

(b) Outstanding bank guarantees 1,920.06 2,453.49

(c) Outstanding Letters of Credit 990.46 —

(d) Outstanding corporate guarantees given on behalf of subsidiary 15,221.27 12,340.51

(e) Income tax/Sales tax/Excise/Octroi/Custom duty/ESIC/Electricity Duty/demands disputed 14,850.58 13,089.98

(f) Bills discounted 27,000.43 25,090.19

(g) Estimated amount of contracts remaining to be executedon capital account. (Net of advances) 5,725.30 5,538.08

53

(h) In an earlier year, vide agreements dated 24th November, 2006 and 18th January, 2007, the Company acquiredland, buildings and plant and machinery at Baran (Rajasthan) and Guna (M.P.) respectively. The assets acquiredwere subject to charges created by the seller in favour of Consortium Banks. One of the Consortium Banks hasnot accepted the Scheme of Arrangement approved in the case of seller by the Hon’ble Madhya Pradesh HighCourt and has filed a Special Leave Petition before the Hon’ble Supreme Court, which is pending. The conveyancedeed of purchase of plants was executed by the seller in favour of the Company after the consortium leader bankvacated the charge on seller's assets and satisfaction of the charge was registered by the Registrar of Companies,Madhya Pradesh, Gwalior. The seller has set aside funds by way of a fixed deposit in respect of amount due to thesaid Consortium Bank. The additional liability, if any, that may arise on account of the above, however, cannot beascertained at this stage.

(i) In an earlier year, the Company had acquired land at Chikhalikhar Alibag, Maharashtra. In view of failure to set upthe industry within the prescribed time limits in terms of section 63(1) of Maharashtra Land Revenue and TenancyAct, 1948, the Development Commissioner, Mumbai & the Deputy Regional Officer, Alibag have passed an orderfor returning the said land to original farmers from whom the land was bought. The Company has filed an appealbefore the Collector, Alibag which is pending. Financial impact of the above, if any, is not ascertainable at this stage.

3. Managerial Remuneration under section 198 of the Companies Act, 1956 :2008-09 2007-08

(Rs. in lacs) (Rs. in lacs)

(i) Remuneration paid or provided to the Chairman :

Commission 29.15 50.00

(ii) Remuneration paid or provided to the Managing Director :

(a) Salary 97.40 91.40

(b) Perquisites in cash or in kind 25.43 28.29

(iii) Remuneration paid to or provided to whole time Directors :

(a) Salary and allowances 24.74 17.77

(b) Perquisites in cash or in kind 5.10 4.68

(c) Contribution to Provident & Other Fund 1.17 0.85

(1) The above does not include reimbursement of expenses incurred for the Company.

(2) The amount shown above at (iii) includes remuneration amounting to Rs.5.00 lacs (Previous year Rs. 3.07 lacs)paid to two directors, which is subject to approval of shareholders.

(iv) Computation of profits under section 198 and 349 of the Companies Act, 1956 :

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

Net Profit before tax as per Profit & Loss A/c. 15,075.02 25,374.15

Add : (a) Managerial Remuneration 182.99 192.99

(b) Sitting fees to Directors 0.80 0.66

(c) Loss on sale of assets 21.07 5.09

(d) Loss on Sale/Write off of Investment 0.10 5.10

(e) Provision for diminution in value of investments 13.61 0.10

(f) Wealth Tax 8.15 6.67

Less : (a) Profit on sale of assets 90.35 226.74

(b) Profit on sale of investments 640.18 61.35

Profit for the purpose of computation of commission 14,571.21 25,296.67

Commission at the rate of 0.2% (Previous year 0.2%)subject to limit of Rs. 50 Lacs 29.15 50.00

4. Salaries, shown in Schedule 18 include remuneration amounting to Rs. 16.07 lacs paid to a relative of the ManagingDirector, which is subject to approval under section 314 (1B) by the Central Government, for which necessary applicationhas been made.

54

5. Pursuant to Schemes under section 391/394, approved by the Hon’ble High Courts of Bombay & Delhi in an earlieryear, 76,30,115 equity shares of the Company are held by a Trust for the benefit of the Company and its successors.These shares have been shown under the head ‘investments’ and included in Schedule 6 relating to investments at costin accordance with the accounting policy of the Company. The dividend received by the Trust in respect of these sharesis included under the head ‘dividend’ under ‘other income’ in Schedule 15.

6. EMPLOYEES STOCK OPTIONS(a) The Compensation Committee of the Board hereafter referred to as ‘The Committee’ approved the “Employee Stock

Option Scheme - 2007” at its meeting held on 28th November, 2007.(b) The shareholders of the Company at their EGM held on 28th November, 2007 passed Special Resolutions under

Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999 and approved grant of up to 54,71,000 options to eligible directors and employees of the Companyand its subsidiary Ruchi Worldwide Limited. Each option entitled the eligible employees / directors to subscribe forone equity share of face value of Rs.2/- each at a premium of Rs. 75.50 per share.

(c) On 1st April, 2008, the Committee granted 12,37,000 options at a price of Rs.77.50. These options were to vestas follows:Date of vesting Proportion of vesting

April 1, 2009 20%April 1, 2010 30%April 1, 2011 50%

(d) The holders of the employee stock options are entitled to equity shares within a period of three years from the dateof first vesting i.e. till 31st March, 2012. Options that have vested but have not been exercised can be exercisedwithin the time prescribed as mentioned above, failing which they would stand cancelled.In the case of terminationof employment, all options, vested or not, would stand cancelled immediately. In case of voluntary resignation allun-vested options will lapse. However, the resigning employees may exercise the vested option concurrently withthe resignation, beyond which such options will lapse. In the event of death of Employee, Retirement or theEmployee becoming totally and permanently disabled, all vested options can be exercised during the original termof the option. All unvested options will vest immediately and full term will be available for exercising the options.

(e) The movement in the stock options during the year ended March 31, 2009 was as per the table below:Particulars Year ended as at March 31, 2009Opening balance of options outstanding NilGranted during the year 12,37,000Closing balance of options outstanding 12,37,000Exercisable at the end of the year (Included in closing balance of options outstanding) 2,47,400

(f) The Committee, vide resolution passed at its meeting held on 16th June, 2009, has revised the exercise price of suchoptions from Rs.77.50 to Rs.35.00 per option in accordance with the provisions of the said Guidelines.

7. Sundry creditors include bills payable for purchase of material Rs.3,546.70 lacs (Previous year Rs. 50,397.54 lacs).8. Amount due to Micro, Small and Medium Enterprises (to the extent identified by the Company on the basis of information

available) along with interest payable under the Interest on delayed payments to Micro, Small and Medium EnterprisesDevelopment Act, 2006 is Rs. 127.04 lacs (Previous year Rs. 73.42 lacs) including interest of Rs. 2.16 lacs(Previous year Rs.1.92 lacs).

9. Sundry Creditors shown in Schedule 12 includes amount due to Micro, Small and Medium Enterprises (to the extentidentified by the Company on the basis of information available) which is outstanding for more than 30 days as at31st March, 2009 as under:-

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

Canara Packaging Industries 0.19 —Canara Paper Containers 0.50 —Mysore Packaging 1.91 —Peninsular Pack 5.73 —Harison Packaging Pvt. Ltd. 1.76 —Unipack 3.85 —Tulsi Ratan Plastic Pvt. Ltd. 9.58 —Saam Packaging 0.06 —Jurgyan Industries 1.24 —Royal Kniting Promoters 0.18 0.19Gensis Automation Pvt. Ltd. 0.03 0.16Manjushree Extrusions 0.02 —

55

10. During the year, the Company has availed buyers' credit. The amount of Rs. 80,700.78 lacs (Previous year Rs. 37,224.45 lacs)outstanding on account of buyers' credit as at 31st March, 2009, is guaranteed by the banks against fixed deposits ofRs. 80,603.00 lacs (previous year Rs. 35,107.00 lacs) placed with them. In the balance sheet, the said amount ofRs. 80,700.78 lacs (Previous year Rs. 37,224.45 lacs) has been included under unsecured loans from banks in Schedule No. 4and the aforesaid fixed deposits are included under bank balances with schedule banks in deposit account in Schedule No. 9.

11. The balance with Non Scheduled Banks comprises balance in deposit account with Jila Sahakari Kendriya Bank MaryaditRs. 0.11 lac (Previous year Rs. 0.11 lac) [Maximum balance at any time during the year Rs. 0.11 lac].

12. During the year, the Company entered into Agreement with a bank under which it undertook to disburse loans tofarmers against amounts receivable by them from the Company towards purchases made by the Company. The Companymade purchases from farmers and obtained re-imbursement (outstanding as on 31st March, 2009 Rs. 4,193.32 lacs)towards payments made to farmers against such purchases. The Company is bearing the interest on this amount andhas assured the Bank the repayment by giving post-dated cheques.The said amount has been included in Schedule 12as current liabilities.

13. From the current year, items of fixed assets, costing Rs 5,000/- or less have been written off fully in the year of purchase.Hitherto these were written off on pro rata basis with reference to the month of additions. This change in the method ofaccounting has no material impact on the profit for the year.

14. From the current year, with effect from 1st July, 2008, following implementation of SAP transaction system, inventoriesare valued at lower of cost arrived at on Moving Average Price (MAP) method or net realisable value. Hitherto cost wasarrived at on First in First out (FIFO) method. The impact of the change in method of stock valuation on the profit for theyear is, however, not determinable.

15. During the year, the Company has changed the method of accounting in respect of year end receivable/payables incase of transactions covered by forward exchange contracts. Hitherto year end receivables/payables in cases of transactioncovered by forward exchange contracts were translated at contracted rates and difference between spot rate at the dateof transaction and contracted rate was being spread over the life of the contract. From the current year, year endreceivables/payables are translated at the year end rates. The premium/discount arising at the inception of the contractis spread over the life of the contract. The exchange variation, if any, is accounted in the year in which exchange ratechanges. This change has no impact on the profit for the year.

16. Purchases are net of Rs.15,841.42 lacs (Previous year net of Rs. 1,913.77 lacs) and sales are net of Rs.2,156.39 lacs (Previousyear net of Rs. 1,514.89 lacs) respectively towards difference arising on account of fluctuation in the rate of exchange.

17. Other operating income includes the following:Gain from transactions on commodity exchange Rs.3,744.92 lacs (Previous year Rs. 907.73 lacs)

18. Other expenses included the following:Loss from Swaps/Derivatives Rs.472.83 lacs (Previous year Rs. 38.49 lacs)

19. The Company has consistently followed the practice of netting the interest earned by it against interest paid.The aggregate interest earned and expended is set out in Schedule 19.

20. Fixed assets include assets having written down value of Rs. 765.34 lacs (Previous year Rs. 743.59 lacs) representingplant & machinery & equipment which are not wholly used. The Company is in the process of finding alternate use ofsuch assets or their ultimate disposal.

21. Expenditure incurred during construction period has been dealt with as under:2008-09 2007-08

(Rs. in lacs) (Rs. in lacs)

Power & fuel 23.32 22.17Salaries & wages 35.34 11.72Staff welfare 2.79 0.37Travelling & Conveyance expenses 15.07 1.50Rent 1.41 0.07Freight & Forwarding 26.70 2.46Rates & Taxes 15.46 0.18Repair & Maintenance 208.99 1.12Consumables 0.05 0.04Insurance Charges 10.80 —Manufacturing Expenses 3.61 —Other expenses 135.62 33.88

479.16 73.51

Less : Allocated to buildings and plant & machinery and capitalised 254.13 72.15

Balance pending allocation to be capitalised 225.03 1.36

56

22. Disclosures as required under Accounting Standard 15 (AS-15) relating to Employee Benefits (Revised 2005) are as under:

2008-09 2007-08Gratuity Leave Encashment Gratuity Leave Encashment

(Rs. in lacs) (Rs. in lacs) (Rs. in lacs) (Rs. in lacs)Change in obligation

Obligation at the beginning of the year 262.63 109.53 203.96 81.34

Service cost 37.65 120.53 28.33 57.37

Interest Cost 23.48 — 17.79 —

Actuarial (Gains)/Losses 66.43 — 32.47 —

Benefits payments (13.62) (26.69) (19.92) (29.20)

Obligations at the end of the year 376.57 203.35 262.63 109.51

Change in the fair value of plan assets

Fair value of plan assets at the beginning of the year 234.52 — 198.51 —

Expected return on plan assets 19.26 — 18.05 —

Contributions 13.06 — 37.11 —

Benefits paid (13.62) — (19.92) —

Actuarial (Gains)/Losses 2.26 — 0.77 —

Fair value of plan assets at the end of the year 255.48 — 234.52 —

Amount recognized in balance sheet

Present value of defined benefit obligationat the end of the year 376.57 — 262.63 —

Fair value of plan assets at the end of the year 255.48 — 234.52 —

Liability recognized in balance sheet 121.09 — 28.11 —

Balance sheet reconciliation

Net liability at the beginning of the year 28.11 109.51 5.46 81.34

Expenses recognized during the year 106.04 120.53 59.76 57.37

Contributions during the year (13.06) (26.69) (37.11) (29.20)

Net liability as at the end of the year 121.09 203.35 28.11 109.51

Amounts recognized in the profit and loss account

Current service cost 37.65 120.53 28.33 57.37

Interest cost 23.48 — 17.79 —

Expected return on plan assets for the year (19.26) — (18.05) —

Actuarial (Gains)/Losses 64.17 — 31.69 —

Expenditure recognized in the profit and loss account 106.04 120.53 59.76 57.37

Actual return on plan assets

Expected return on plan assets for the year 19.26 — 18.05 —

Actuarial (Gains)/Losses 2.26 — 0.78 —

Actual return on plan assets 21.52 — 18.83 —

Percentage of each category of plan assetsto fair value of plan assets

Insurer managed funds 255.48 — 234.52 —

Actuarial assumptions

Discount Rate Current 8.00% 8.00% 8.00% 8.00%

Salary escalation Current 6.00% 6.00% 6.00% 6.00%

Rate of return on plan assets Current 8.00% — 8.00% —

Other disclosures

Gratuity is payable to all employees at the rate of 15 days salary for each completed year of service subject to amaximum of Rs. 3.50 lacs.

Salary escalation is considered in line with the industry practice considering promotion and demand and supply of theemployees.

57

23. In respect of certain advances included under inter-corporate deposits, the Company has charged interest on advancesgiven on net daily products of balances due from/payable to these companies during the year. The Company has beenadvised that this is in compliance with the provisions of Section 372A of the Companies Act, 1956.

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

24. Remuneration to the Statutory auditors :(a) For audit [incl. service tax Rs.1.85 lacs (Previous year Rs. 2.22 lacs)] 19.85 20.22

(b) For tax audit [Incl. service tax Rs.0.87 lacs (Previous year Rs. 0.62 lacs)] 7.87 5.62

(c) For Company law matters and other services [incl. service tax Rs.0.52 lacs(Previous year Rs. 1.70 lacs)] 7.39 15.46

(d) Travelling and other out of pocket expenses 3.89 4.06

25. Remuneration to Cost Auditors:

For Cost audit [Incl. service tax Rs. 0.18 lac (Previous year Rs.0.20 lac)] 1.93 1.80

26. (a) DETAILS OF RAW MATERIAL CONSUMED:

2008 – 2009 2007– 2008

ITEM Qty (M.T.) Value Qty. (M.T.) Value

(Rs. in lacs) (Rs. in lacs)

Soya DOC/Floor (see Note i below) 3,308.524 243.17 372.515 28.70

Seeds (see Notes i & ii below) 13,64,783.690 2,71,859.95 16,52,700.815 2,82,382.77

Oil Cake (see Note i below) 19,859.117 2,233.00 48,482.444 3,595.34

Oils (see Notes i & ii below) 11,87,372.174 4,79,593.83 10,24,472.970 4,54,967.91

Others — 528.45 — 220.62

Notes:

i) Excludes following out of own production:

Soya DOC/Flour 86,655.246 M.T. (Previous year 87,889.364 M.T.)

Oils 3,23,205.321 M.T. (Previous year 4,14,536.755 M.T.)

Seeds 1,16,008.522 M.T. (Previous year 2,11,970.627 M.T.)

Oil Cake 10,562.550 M.T. (Previous year 11,991.969 M.T.)

ii) Net of following quantities sold :

Seeds 48,034.129 M.T. (Previous year 35,828.177 M.T.)

Oils 1,656.000 M.T. (Previous year 13,950.970 M.T.)

iii) Value of imported and indigenous raw material consumed & percentage thereof to total consumption.

2008-09 2007-08

Value % to the total Value % to the total

(Rs. in lacs) consumption (Rs. in lacs) consumption

Imported 4,27,171.01 55.69 3,96,466.60 52.52

Indigenous 3,39,931.95 44.31 3,58,474.78 47.48

(b) DETAILS OF PACKING MATERIAL CONSUMED:

2008-09 2007-08

Value % to the total Value % to the total

(Rs. in lacs) consumption (Rs. in lacs) consumption

Imported 6,44.00 2.60 347.10 1.57

Indigenous 24,151.09 97.40 21,756.15 98.43

58

(c) DETAILS OF STORES & SPARES CONSUMED :

2008-09 2007-08

Value % to the total Value % to the total

(Rs. in lacs) consumption (Rs. in lacs) consumption

Imported 370.81 1.62 115.57 1.58Indigenous 22,460.34 98.38 7,207.86 98.42

Note : Including Rs. 21,235.23 lacs (Previous year Rs. 4,328.02 lacs) capitalised.

(d) DETAILS OF PURCHASES (Items traded in)

2008-09 2007-08

Qty. (M.T.) Value Qty. (M.T.) Value

(Rs. in lacs) (Rs. in lacs)

Textured Soya Proteins/Flour 281.350 132.85 334.440 108.28

Realisable by product 296.350 91.01 2,226.549 687.74

Seed Extractions(DOC) 3,03,531.478 55,294.40 4,00,472.697 54,608.92

Oil 5,05,757.391 2,02,037.33 4,41,296.701 1,59,962.33

Vanaspati 11,179.726 5,323.67 7,798.378 4,060.20

Pulses/Grains/Others 253,162.029 38,080.48 1,04,287.378 12,743.71

Fruit Juice 219.275 86.80 100.562 36.60

Fresh Fruits Bunch 248.814 14.43 1,263.444 62.93

Seedling (in Number of Units) — — 27,798 3.47

Plant & Machinery (Equipment) — 4.61 — 241.74

Note : The consumption figures shown above have been ascertained on the basis of opening stock plus purchases, less

closing stocks. Therefore, it is inclusive of shortages as ascertained on physical count and unusable items, if any.

27. DETAILS OF LICENSED AND INSTALLED CAPACITY, PRODUCTION, SALES AND STOCKS2008-09 2007-08

Qty. (M.T.) Qty. (M.T.)a) LICENSED CAPACITY

See Note (ii) below

b) INSTALLED CAPACITY

(On three shift basis)

Textured Soya Proteins 1,52,000 1,52,000

Edible Soya Flour (Soya Protein) 60,000 60,000

Soyabean Extraction 30,62,724 23,12,424

Oils (including lecithin) 22,11,000 21,21,000

Vanaspati 4,69,500 4,69,500

Power Generation (in MW) 34.80 30.30

c) PRODUCTION

Textured Soya Proteins/Flour 82,428.221 85,669.843

Realisable by-products (See Note (i) below) 98,685.553 75,692.952

Seed Extractions (DOC) (See Note (i) below) 11,58,269.569 14,11,743.723

Oils (See Note (i) below) 14,63,813.293 15,24,770.710

Vanaspati 2,10,114.842 1,52,754.861

Power Generation (in Number of Units) 6,97,06,034 2,08,10,157

Seedling (in Number of Units) 3,74,125 57,596

59

2008-09 2007-08Qty. (M.T.) Value Qty. (M.T.) Value

(Rs. in lacs) (Rs. in lacs)

d) SALESTextured Soya Proteins/Flour 72,123.493 19,811.75 78,076.313 16,144.03Realisable by-products (See Note (i) below) 97,928.406 15,899.65 78,251.123 15,910.53Seed Extractions (DOC) (See Note (i) below) 15,29,150.335 2,51,820.82 17,99,173.220 2,29,774.38Oils (See Note (i) below) 19,20,712.797 7,50,425.31 19,49,113.559 7,21,349.13Vanaspati 2,15,557.107 96,848.57 1,53,359.790 78,732.36Pulses/Grains/Others 2,72,735.220 40,839.62 95,074.321 12,893.93Raw materials 49,690.129 13,345.59 49,779.147 13,116.82Fruit Juice 302.373 100.53 17.464 8.36Fresh Fruits Bunch 248.814 14.43 1,263.444 62.87Seedling (in Number of Units) 2,37,727 200.86 82,273 38.87Plant & Machinery (Equipment) — 8.38 — 317.96

e) STOCK (Opening)Textured Soya Proteins/Flour 2,704.640 564.73 2,307.450 427.40Realisable by-products 7660.784 2,060.38 8,035.897 1,716.77Seed Extractions (DOC) 1,05,229.580 12,405.52 84,655.600 8,607.37Oils 94,330.857 49,758.56 77,377.005 32,397.82Vanaspati 12,402.968 6,989.44 5,166.034 2,468.85Pulses/Grains/Others 14,018.122 1,808.12 4,805.059 563.10Fruit Juice 83.098 30.26 — —Seedling (in Number of units) 3,121 0.51 — —

f) STOCK (Closing)Textured Soya Proteins/flour 5,571.663 1,490.21 2,704.640 564.73Realisable by-product 8,714.281 1,565.39 7,704.275 2,060.38Seed Extractions (DOC) 45,599.346 8,332.89 1,05,229.580 12,405.52Oils 1,43,188.743 49,353.05 94,330.857 49,758.56Vanaspati 18,140.430 6,460.23 12,359.483 6,989.44Pulses/Grains/Others 1,223.982 414.42 14,018.116 1,808.12Fruit Juice — — 83.098 30.26Seedling (in Number of Units) 1,39,519 61.76 3,121 0.51

Notes:

(i) Quantities of production & sales include the following used for captive consumption:

Seed Extractions (DOC) 86,655.246 M.T. (Previous year 87,889.364 M.T.)

Oils 3,23,205.321 M.T. (Previous year 4,14,536.755 M.T.)

By-Products 1,293.697 M.T. (Previous year 1,487.143 M.T.)

Oil Cake 10,562.550 M.T. (Previous year 11,991.969 M.T.)

(ii) Being de-licensed, there is no licensed capacity for any of the products. Installed capacities shown under (b)above are as per registrations with Secretariat for Industrial Assistance.

(iii) Installed capacity is as certified by the management and relied by the auditors, being a technical matter.

(iv) Production is exclusive of quantities produced for others on job work basis but includes following items beingproduction done by others for the Company :

ITEM 2008-09 2007-08Qty. (M.T.) Qty. (M.T.)

Oils 31,031.758 12,149.192

Seed Extraction (DOC) — 50,275.113

(v) Sale includes samples and transit losses but does not include abnormal losses.

(vi) Pulses/Grains/Others include Gram, Wheat, Maize, Gwarseed, Coffee, Soap, Tuar, Barley, Peas, Coal & Soya seed.

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2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

28. (a) Value of imports on CIF basis :Capital Goods 22.36 284.34

(b) Expenditure in foreign currency (on CIF basis) :Purchase of Oil 3,80,731.23 3,06,074.34Purchases for merchandise exports 63,912.57 48,283.59Purchase of Consumables/ packing materials 654.16 561.13Foreign Travel 41.59 55.80Commission and rebate 54.20 46.96Interest on fixed loans 1,285.44 175.06Interest on other loans 3,679.40 2,429.24Freight & forwarding 473.02 —Other expenses 33.02 135.90

(c) Net dividend remitted in foreign currency :For F.Y. 2007-2008Number of Preference Share Holders 3 —Number of Shares held by them 45,24,285 —Amount 180.97 —Number of Equity Share Holders 10 —Number of Shares held by them 2,24,36,435 —Amount 112.18 —

(d) Earning in foreign exchange :i) Export of goods on FOB basis 1,69,290.43 1,36,124.56ii) Merchandise trade on FOB basis 64,890.30 48,518.46

29. Prior period income/expenses included under respective heads is as under :2008-09 2007-08

Expenditure (Rs. in lacs) (Rs. in lacs)Repair & Maintenance 0.47 45.66Rent 7.30 21.27Brokerage — 3.44Freight 105.69 33.03Interest — 0.61Insurance 2.36 8.62Wages — 1.20Stores Consumption — 19.14Sundry Packing Material — 0.89Rates & Taxes 14.54 53.56Other expenses 146.06 16.83Depreciation — (1.52)IncomePower & Fuel — 264.76Insurance claim received 19.60 0.07Other Income 0.43 24.08

30. (a) Segment information required to be disclosed in accordance with Accounting Standard 17 (AS-17) relating toSegment Reporting is given in Para (c) below.

(b) (i) The Company has disclosed business segment as the primary segment. Segments have been identifiedtaking into account the type of products, the differing risks and returns and the internal reporting system.The various segments identified by the Company comprise as under:Extractions – All types of seed extractionsVanaspati – VanaspatiOils – Crude oils, refined oilsFood Products – Textured soya protein, soya flour, fruit juice, soya milkOthers – Gram, Wheat, Rice, Maize, Seeds, Coffee, Marine Products, Tuar, Peas, Barley, Soap,

Fresh Fruit Bunch, seedling and Plant & Machinery (Equipment)By products related to each segment have been included under the respective segment.

61

(ii) Extraction is considered as the primary product resulting from the solvent extraction process and crude oilas the secondary product. While computing segment results, all costs related to solvent extraction processare charged to the extraction segment and recovery on account of crude oil is credited to the said segment.Credit for recovery of crude oil is taken on the basis of average monthly market price.

(iii) The Company has disclosed geographical segments as the secondary segment. Secondary segments compriseof domestic market & exports.

(iv) Segment revenue, segment results, segment assets and segment liabilities include respective amounts directlyidentified with the segment and also an allocation on reasonable basis of amounts not directly identified.The expenses which are not directly relatable to the business segment are shown as unallocated corporatecost. Assets and liabilities that can not be allocated between the segments are shown as unallocated corporateassets and liabilities respectively.

(v) The Company has re-classified the segments and has included its products, viz. texturised soya protein,soya flour, fruit juice, soya milk, into a new segment 'Food Products'. Segmentwise revenue, results andcapital employed for the preceding financial year have accordingly been re-grouped.

(c) Segment Information:(Rs. in lacs)

Extractions Vanaspati Oils Food Products Others Unallocable Total

Revenue 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08

External Revenue

Domestic Sales 86,722.26 58,218.12 96,755.76 92,662.61 7,71,774.78 7,35,735.80 15,509.64 15,978.85 14,249.20 18,523.26 49.15 51.53 9,85,060.79 9,21,170.17

Export Sales 1,82,035.96 1,79,668.61 24.97 — 9,478.99 2,117.14 4,878.35 243.39 39,472.27 3,682.14 — — 2,35,890.54 1,85,711.28

Total External Revenue 2,68,758.22 2,37,886.73 96,780.73 92,662.61 7,81,253.77 7,37,852.94 20,387.99 16,222.24 53,721.47 22,205.40 49.15 51.53 12,20,951.33 11,06,881.46

Add: Intersegment Sales 1,21,008.46 1,40,404.94 — — 65,579.91 59,782.66 — — — — — — 1,86,588.37 2,00,187.59

Total Segment Revenue 3,89,766.68 3,78,291.67 96,780.73 92,662.61 8,46,833.69 7,97,635.60 20,387.99 16,222.24 53,721.47 22,205.40 49.15 51.53 14,07,539.70 13,07,069.05

Segment Results before

Interest & Tax 6,803.88 10,310.97 1,047.28 1,928.75 11,105.86 20,879.55 1,227.42 812.25 383.11 1,591.95 49.15 51.53 20,616.70 35,575.00

Less: Interest 5,541.68 10,200.85

Profit before taxation 15,075.02 25,374.15

Provision for taxation

Current tax 1,750.00 5,436.00

Deferred tax 3,300.00 3,000.01

Fringe Benefit tax 180.00 175.00

Short/(Excess) provision

for tax for earlier years 516.84 840.39

Profit after tax 9,328.18 15,922.75

SEGMENT ASSETS 76,488.29 1,43,744.41 26,869.00 33,054.29 3,12,784.96 2,79,496.58 4,139.11 6,248.77 15,047.98 18,569.84 1,46,491.00 78,681.71 5,81,820.34 5,59,795.60

SEGMENT LIABILITIES 19,086.18 76,151.79 7,158.58 20,239.84 2,12,256.74 1,86,978.97 473.33 394.64 4.24 2,108.64 49,979.23 4,460.64 2,88,958.30 2,90,334.52

Total cost incurred during the

year to acquire segment assets 20,195.21 1,848.09 492.90 432.78 4,972.93 3,466.23 111.72 487.78 2,891.07 11,864.43 1,254.96 1,846.22 29,918.80 19,945.53

Segment Depreciation 2,280.11 2,174.00 1,296.27 907.32 3,468.17 3,548.14 62.21 30.21 764.43 309.83 704.74 503.49 8,575.93 7,472.99

Non-Cash expenses other

than depreciation 0.76 0.50 0.29 0.20 2.33 1.61 0.06 0.04 0.16 0.05 — — 3.60 2.40

Unallocable segment assets are as follows:

Investments 8,178.24 8,191.69

Advance Income Tax including TDS 15,885.10 9,526.02

Unallocable segment liabilities are as follows:

Secured Loan 69,787.09 69,851.07

Deferred Tax liabilities 13,478.15 10,178.15

Unsecured loan 1,02,297.38 86,106.84

Provision for taxation 12,824.96 10,380.28

31. (a) Disclosure of transactions with related parties as required by Accounting Standard 18 (AS-18), relating to RelatedParty Disclosure has been given in Para (b) & (c) below. Related parties as defined under clause 3 of the AccountingStandard have been identified on the basis of representation made by key management personnel and informationavailable with the Company.

62

b) Related party relationshipsi) Parties where control exists

Ruchi Worldwide Ltd. (Subsidiary)RIFL Energy Pvt. Ltd.Ruchi Infrastructure Ltd.

ii) Key Management Personnel & their relativesMr. Dinesh Shahra, Managing DirectorMrs. Abhadevi Shahra, wife of the Managing DirectorMs. Amrita Shahra, Daughter of the Managing DirectorMr. Sarvesh Shahra Son of the Managing DirectorMr. Kailash Shahra, Brother of the Managing DirectorMr. Suresh Shahra, Brother of the Managing DirectorMr. Santosh Shahra, Brother of the Managing DirectorMr. A.B. Rao, Wholetime DirectorMr. S.P. Joshi, Wholetime Director (till - 27th July, 2009)

iii) Entities where Key Management Personnel or relatives ofKey Management Personnel have significant influenceMahadeo Shahra & SonsMahadeo Shahra Sukrat TrustGreat Eastern Infrastructure Corporation Pvt. Ltd.Ruchi Corporation Ltd.Ruchi Bio Fuels Pvt. Ltd.Ruchi Multitrade Pvt. Ltd.Ruchi Realty Pvt. Ltd.Indivar Wellness Pvt. Ltd.Shahra Brothers Pvt. Ltd.Sunshine Oleochem Ltd.RSIL Beneficiary TrustSoyumm Marketing Pvt. Ltd.Nirvana Housing Pvt. Ltd.Bright Star Housing Pvt. Ltd.Evershine Oleochem Pvt. Ltd. (Formerly -RSIL Holding Pvt. Ltd.)Ruchi Marktrade Pvt. Ltd.Shiva Foundation (Trust)

c) Related parties transactions(Previous year's figures are mentioned below current year's figures) (Rs. in lacs)

Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over TotalPersonnel Management which KMP &

(KMP) Personnel their relativesexercise significant

influence

Purchase of GoodsRuchi Worldwide Ltd. 46,534.13 46,534.13

50,724.20 50,724.20Ruchi Infrastructure Ltd. 15,605.40 15,605.40

7,426.38 7,426.38Mahadeo Shahra & Sons 3,965.52 3,965.52

111.34 111.34Ruchi Bio Fuels Pvt. Ltd. 1,251.47 1,251.47

— —Ruchi Realty Pvt. Ltd. 6.09 6.09

— —Sunshine Oleochem Ltd. 710.79 710.79

781.41 781.41Total 46,534.13 15,605.40 5,933.87 68,073.40

50,724.20 7,426.38 892.75 59,043.33

63

Sale of goods

Ruchi Worldwide Ltd.

Ruchi Infrastructure Ltd. 33,394.37 33,394.37

30,054.06 30,054.06

Mahadeo Shahra Sukrat Trust — —

0.79 0.79

Sunshine Oleochem Ltd. 2,657.53 2,657.53

2,934.85 2,934.85

Total 33,394.37 2,657.53 36,051.90

30,054.06 2,935.64 32,989.70

Processing charges

received/receivable

Ruchi Infrastructure Ltd. 0.62 0.62

186.01 186.01

Storage charges paid

Ruchi Infrastructure Ltd. 712.50 712.50

804.08 804.08

Port hire charges paid

Ruchi Infrastructure Ltd. 414.03 414.03

452.93 452.93

Guarantees given

Ruchi Worldwide Ltd. 15,221.27 15,221.27

12,340.51 12,340.51

Remuneration including

perquisities

Mr. Dinesh Shahra 122.83 122.83

119.69 119.69

Ms. Amrita Shahra 39.93 39.93

32.09 32.09

Mr. Sarvesh Shahra 21.35 21.35

15.34 15.34

Mr. A.B. Rao 18.26 18.26

14.31 14.31

Mr. S.P. Joshi 12.75 12.75

8.99 8.99

Mr. Kailash Shahra 29.15 29.15

50.00 50.00

Total 153.84 90.43 244.27

142.99 97.53 240.42

Sitting fees paid

Mr. Kailash Shahra 0.26 0.26

0.28 0.28

(Previous year's figures are mentioned below current year's figures) (Rs. in lacs)

Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over TotalPersonnel Management which KMP &

(KMP) Personnel their relativesexercise significant

influence

64

Investment in preference shares

Sunshine Oleochem Ltd. — —

500.00 500.00

Others

Sunshine Oleochem Ltd. — —

3.20 3.20

Interest received/receivable (net)

Ruchi Realty Pvt. Ltd. 0.83 0.83

1.10 1.10

Ruchi Marktrade Ltd. 11.21 11.21

8.15 8.15

Soyumm Marketing Pvt. Ltd. — —

87.05 87.05

Ruchi Bio Fuels Pvt. Ltd. — —

0.23 0.23

Rent Paid

Mahadeo Shahra & Sons 0.84 0.84

0.24 0.24

Shahra Brothers Pvt. Ltd. 1.32 1.32

1.32 1.32

Mrs. Abhadevi Shahra 9.00 9.00

1.20 1.20

Shiva Foundation (Trust) 6.21 6.21

— —

Lease rent receivable

Sunshine Oleochem Ltd. 4.20 4.20

3.93 3.93

Donation given

Mahadeo Shahra Sukrat Trust 42.30 42.30

11.30 11.30

Dividend received

RSIL Beneficiary Trust 38.15 38.15

36.62 36.62

Security deposit paid

Shiva Foundation 900.00 900.00

— —

Amount receivable

Ruchi Worldwide Ltd. 19.48 19.48

206.66 206.66

Ruchi Infrastructure Ltd. 1,612.83 1,612.83

2,539.20 2,539.20

Ruchi Marktrade Pvt. Ltd. 29.56 29.56

74.11 74.11

(Previous year's figures are mentioned below current year's figures) (Rs. in lacs)

Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over TotalPersonnel Management which KMP &

(KMP) Personnel their relativesexercise significant

influence

65

Shiva Foundation 900.00 900.00

— —RSIL Beneficiary Trust 0.20 0.20

0.20 0.20Sunshine Oleochem Ltd. 1254.84 1254.84

2208.23 2208.23Ruchi Realty Pvt. Ltd. — —

15.64 15.64Soyumm Marketing Pvt. Ltd. — —

68.16 68.16Ruchi Bio Fuels Pvt. Ltd. — —

850.18 850.18Mahadeo Shahra & Sons — —

9.21 9.21Total 19.48 1,612.83 2,184.60 3816.90

206.66 2,539.20 3,225.73 5971.59Amount PayableRuchi Worldwide Ltd. 115.39 115.39

— —Ruchi Infrastructure Ltd. 45.69 45.69

— —Shahra Brothers Pvt. Ltd. 7.78 7.78

4.50 4.50Ruchi Realty Pvt. Ltd. 0.66 0.66

— —Ruchi Bio Fuels Pvt. Ltd. 20.54 20.54

— —Shiva Foundation 4.80 4.80

— —Soyumm Marketing Pvt. Ltd. — —

15.07 15.07Mahadeo Shahra & Sons 42.08 42.08

— —Total 115.39 45.69 75.86 236.94

— — 19.57 19.57Note : Remuneration paid to the Managing Director (Key Management Personnel) excludes expenditure on rent free

accommodation since rent is paid to relative of key management personnel and the same has been disclosed separately.

32. Disclosures pursuant to Clause 32 of the Listing Agreement.(a) Loans & advance in the nature of loans to subsidiary

Sr. Name of the Company As at 31.03.2009 As at 31.03.2008 Maximum balanceNo. (Rs. in lacs) (Rs. in lacs) during the year

(Rs. in lacs)

1. Ruchi Worldwide Ltd. 19.48 — 19.48

(b) Loans & Advance in the nature of loans to associates. Nil(c) Loans & Advance in the nature of Loans where there is - Nil

(i) No repayment schedule or repayment beyond seven year or

(ii) No interest or interest below section 372 A of Companies Act, 1956.

(Previous year's figures are mentioned below current year's figures) (Rs. in lacs)

Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over TotalPersonnel Management which KMP &

(KMP) Personnel their relativesexercise significant

influence

66

(d) Loans or Advances in the nature of Loans to firm/companies in which directors are interested.

Sr. Name of the Company As at 31.03.2009 As at 31.03.2008 Maximum balanceNo. (Rs. in lacs) (Rs. in lacs) during the year

(Rs. in lacs)

1. Ruchi Strips & Alloys Ltd. — 21.26 421.26

2. Mahakosh Holding Pvt. Ltd. — — 38.45

3. Mahakosh Family Trust 123.17 — 123.17

(e) Investment by the loanee in the shares of the company, when the company has made a loan or advance in thenature of loan

Sr. Name of the Company No. of shares Amount of LoanNo. as at 31.03.2009 as at 31.3.2009

(Rs. in lacs)

1. Mahakosh Holding Pvt. Ltd. 24,36,906 —

2. Mahakosh Family Trust 88,840 123.17

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

33. Earnings Per Share:

a) Basic earnings per sharei) Profit after tax 9,328.18 15,922.75

Less : Preference dividend including tax thereon 211.73 211.73

Profit attributable to equity shareholders 9,116.45 15,711.02

ii) Weighted average number of equity shares :Equity shares as at the beginning of the year 18,87,90,060 18,23,90,060Add : Adjustment for shares issued during the year

on conversion of warrants — 17,534

18,87,90,060 18,24,07,594

Basic earning per share of Rs. 2/- each 4.83 8.61

b) Diluted earnings per sharei) Profit attributable to equity shareholders

[as per working in (a) (i) above] 9,116.45 15,711.02ii) Weighted average number of equity shares

[As per working in (a) (ii) above] 18,87,90,060 18,24,07,594Add: Increase in shares on account of dilutive potential equityshares by way of conversion of warrants into equity shares — 83,92,966

18,87,90,060 19,08,00,560

Diluted earnings per share of Rs. 2/- each 4.83 8.23

34. The break-up of the deferred tax liability up to the year ended 31st March, 2009 is as under:

Liability / (Asset) on account of Up to For the year ended Total up to31.03.2008 31.03.2009 31.03.2009(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

Depreciation 10,482.23 3,367.22 13,849.45

Provision for doubtful debts & advances (164.00) (68.00) (232.00)

Disallowance under Income Tax Act, 1961 (140.00) 5.70 (134.30)

Diminution in value of investment (0.08) (4.92) (5.00)

Net deferred tax liability (Asset) 10,178.15 3,300.00 13,478.15

67

35. I. The Company has entered into the following derivative instruments:

a) The Company uses foreign currency/forward contracts to hedge its risks associated with foreign currency fluctuationsrelating to certain firm commitments and forecasted transactions. The Company does not use forward contractsfor speculative purposes.

The following are the outstanding Forward Exchange Contacts entered into by the Company as on 31st March, 2009 :

2008-09 2007-08

Particulars No. of US Dollar INR No. of US Dollar INRContracts Equivalent Equivalent Contracts Equivalent Equivalent

(in lacs) (in lacs) (in lacs) (in lacs)

Covers against exports 21 436.28 21,671.32 22 623.52 24,769.17

Amount receivable in foreigncurrency on account of the following :

Sale of goods — — — —- —- —-

Amount payable in foreigncurrency on account of the following :

Import of goods and services 183 5,627.93 2,83,629.55 55 3,111.12 1,24,397.62

Loans and interest payable 43 1,514.67 76,239.27 29 918.70 36,811.53

2008-09 2007-08

Particulars No. of JPY INR No. of JPY INRContracts Equivalent Equivalent Contracts Equivalent Equivalent

(in lacs) (in lacs) (in lacs) (in lacs)

Amount payable in foreigncurrency on accountof the following :

Loans and interest payable 3 6,440.44 3,637.11 1 7,058.53 2,425.00

b) The Company also uses derivative contracts other than forward contracts to hedge the interest rate and currencyrisk on its capital account. The Company does not use these contracts for speculative purposes.

i) Option contracts to hedge against imports :

2008-09 2007-08

No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent

Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)

— — — — — —

ii) Coupon Rate Swap to hedge against fluctuations in interest rate :

2008-09 2007-08

No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent

Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)

— — — — — —

iii) Currency swaps to hedge against fluctuations in changes in exchange rate and interest rate :

2008-09 2007-08

No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent

Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)

— — — 1 1,00.00 3932.00

68

iv) Options to hedge against exports :

2008-09 2007-08

No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent

Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)

— — — — — —

II. The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are givenbelow :

2008-09 2007-08

Particulars Currency Value in Foreign INR Equivalent Value in Foreign INR EquivalentCurrency (in lacs) (in lacs) Currency (in lacs) (in lacs)

Amount receivable in foreign currencyon account of the following :

Sale of goods USD 28.91 1474.93 — —

EURO 0.83 54.76 — —

Merchandise Trade 363.94 17,806.21 594.07 23,655.95

Bank Balance — — — —

Amount payable in foreign currencyon account of the following :

Import of goods and services USD 292.13 14,858.22 1343.54 53,958.30

Purchase of Merchandise Exports USD 35.00 1,806.97 581.15 23,051.58

Loans and interest payable 59.90 3064.70 21.30 855.63

2008-09 2007-08

Particulars JPY Equivalent INR Equivalent JPY Equivalent INR Equivalent(in lacs) (in lacs) (in lacs) (in lacs)

Amount payable in foreign currencyon account of the following :

Loans and interest payable — — 48.28 19.62

36. Previous year’s figures have been regrouped, wherever necessary.

37. Additional information as required under Part IV of Schedule VI to the Companies Act, 1956 is enclosed in the Annexure.

As per report of even date attached For and on behalf of the Board of DirectorsFor and on behalf ofP.D. KUNTE & CO. (Regd.)Chartered Accountants KAILASH SHAHRA

Chairman

(D.P.SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRAPartner Company Secretary Vice President Managing DirectorMembership No. 40740 (Corporate Accounts)

Indore, August 29, 2009 Indore, August 29, 2009

69

CASH FLOW STATEMENT ANNEXED TO BALANCE SHEET AS AT 31ST MARCH, 20092008-09 2007-08

(Rs. in lacs) (Rs. in lacs)A. CASH FLOW FROM OPERATING ACTIVITIES

Net profit as per profit and loss account 15,075.02 25,374.15Adjustment for :Depreciation 8,575.93 7,472.99Interest paid 16,415.00 16,162.51Miscellanesous expenditure written off 3.60 2.40Employee Compensation expenses 38.76 —Provision for wealth tax 8.15 6.67Provision for doubtful debts/advances 200.37 406.54Interest received (10,873.32) (5,961.66)Investment written off 0.10 —Dividend received (49.15) (51.52)Provision for Leave encashment / Gratuity 186.83 50.82Loss on sale of assets 21.07 5.09Loss on sale of Investments — 5.10Provision for diminution in investments 13.61 0.10Profit on sale of assets (90.35) (226.74)Profit on sale of investments (640.18) (61.35)

13,810.42 17,810.95

Operating profit before adjusting for thechanges in working capital 28,885.44 43,185.10Adjustments for :Decrease/(increase) in inventories 62,890.14 (1,18,035.77)Decrease/(increase) in debtors 1,046.17 (21,392.10)Decrease/(increase) in other current assets including loans and advances (21,231.85) (23,765.07)Increase /(Decrease )in liabilities (1,713.05) 1,37,695.78

40,991.41 (25,497.16)

Cash flow from operations 69,876.85 17,687.94Taxes paid (net of refund) incl. dividend tax (6,586.06) (6,363.81)

NET CASH FROM OPERATING ACTIVITIES 63,290.79 11,324.13

B. CASH FLOW FROM INVESTING ACTIVITIESInterest received 10,873.32 5,961.67Purchase of fixed assets (29,918.80) (19,945.53)Sale of fixed assets 231.58 329.58Purchase of investments (12,58,833.33) (1,57,978.36)Sale of investments 12,59,473.25 1,54,088.14Dividend received 49.15 51.52

NET CASH USED IN INVESTING ACTIVITIES (18,124.83) (17,492.98)

C. CASH FLOW FROM FINANCING ACTIVITIESAllotment money and premium received — 7,220.31Increase/(decrease) in secured/unsecured loans 16,126.56 8,981.15Dividend paid (1,124.92) (1,056.44)Interest paid (16,415.00) (16,162.51)Intercorporate deposits (given/refunded) (163.59) (2,039.86)

NET CASH FROM FINANCING ACTIVITIES (1,576.95) (3,057.35)

Net increase/(decrease) in cash and cash equivalents (A+B+C) 43,589.01 (9,226.20)

Opening balance of cash and cash equivalents 57,890.31 67,116.51Closing balance of cash and cash equivalents 1,01,479.32 57,890.31

Increase/(decrease) in cash or cash equivalents 43,589.01 (9,226.20)

As per report of even date attached For and on behalf of the Board of DirectorsFor and on behalf ofP.D. KUNTE & CO. (Regd.)Chartered Accountants KAILASH SHAHRA

Chairman

(D.P. SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRAPartner Company Secretary Vice President Managing DirectorMembership No. 40740 (Corporate Accounts)

Indore, August 29, 2009 Indore, August 29, 2009

70

BALANCE SHEET ABSTRACT AND THE COMPANY’S GENERAL BUSINESS PROFILE

I Registration details :

State code 1 1

Registration Number (CIN) L15140MH1986PLC038536

Balance Sheet Date 3 1 0 3 2 0 0 9Date Month Year

II Capital raised during the year (Rs. in lacs)

Public issue Right issue

N I L N I L

Bonus issue Private placement

N I L N I L

III Position of mobilisation and deployment of funds (Rs. in lacs)

Total liabilities Total assets

3 0 4 1 0 0 . 4 2 3 0 4 1 0 0 . 4 2Sources of funds

Paid-up share capital Reserves and surplus

1 0 5 4 1 . 7 8 1 0 7 9 5 7 . 2 6

Secured loans Unsecured loans

6 9 7 8 7 . 0 9 1 0 2 2 9 7 . 3 8

Deferred tax liability Employee Stock Options

1 3 4 7 8 . 1 5 3 8 . 7 6Application of funds

Net fixed assets Investments

1 4 1 3 4 2 . 0 6 8 1 7 8 . 2 4

Net current assets Misc. expenditure

1 5 4 5 6 1 . 6 4 1 8 . 4 8

IV Performance of the company (Rs. in lacs)

Sales and other Income Total expenditure

1 2 2 0 9 5 1 . 3 3 1 2 0 5 8 7 6 . 3 1

+ - Profit / Loss before tax + - Profit / Loss after tax

+ 1 5 0 7 5 . 0 2 + 9 3 2 8 . 1 8

Earning per share in Rs. Dividend rate (%)

4 . 8 3 2 5

V Generic names of three principal products / services of the company (as per monetary terms)

Item code No.: (ITC Code) 1 5 0 7 9 0 0 0 . 1 0

Product description S O Y A B E A N O I L E D I B L E G R A D E

Item code No.: (ITC Code) 2 3 0 4 0 0 . 0 3

Product description M E A L O F S O Y A B E A N

Item code No.: (ITC Code) 1 5 1 8 0 0 . 0 9

Product description O T H E R V E G E T A B L E O I L S & F A T S

For and on behalf of the Board of Directors

KAILASH SHAHRAChairman

Place : Indore R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRADate : August 29, 2009 Company Secretary Vice President (Corporate Accounts) Managing Director

71

Consolidated Accounts

AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS OF RUCHI SOYA INDUSTRIES LIMITED,

ITS SUBSIDIARY, ITS ASSOCIATE AND A TRUST WHERE THE COMPANY IS A BENEFICIARY

TO THE BOARD OF DIRECTORS OF RUCHI SOYA INDUSTRIES LIMITED

1. We have examined the attached Consolidated Balance Sheet of RUCHI SOYA INDUSTRIES LIMITED (the Company), itssubsidiary company, its associate company and a Trust where the Company is a beneficiary as at 31st March, 2009, theConsolidated Profit and Loss Account and the Consolidated Cash Flow Statement for the year ended on that date annexedthereto, in which are incorporated the accounts of the subsidiary company, its associate company and the Trust wherethe Company is a beneficiary audited by other auditors. These financial statements are the responsibility of the Companymanagement. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with generally accepted auditing standards in India. These standardsrequire that we plan and perform the audit to obtain reasonable assurance whether the financial statements are preparedin all material respects, in accordance with an identified financial reporting framework and are free of materialmis-statements. An audit also includes assessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statements. We believe that our audit provides a reasonablebasis for our opinion.

3. We did not audit the financial statements of the subsidiary company, the associate company and the Trust where theCompany is a beneficiary, whose financial statements reflect total assets (net) of Rs. 2,098.63 lacs as at 31st March, 2009(Previous year Rs. 1,867.70 lacs) and total revenues of Rs. 419.86 lacs for the year ended on that date (Previous yearRs. 660.27 lacs). These financial statements have been audited by other auditors whose reports have been furnished to usand our opinion, in so far as it relates to the amounts included in respect of the subsidiary company, the associatecompany and the Trust where the Company is a beneficiary is based solely on the report of the other auditors.

4. We report that the consolidated financial statements have been prepared by the Company in accordance with therequirements of Accounting Standard 21 (AS-21) on Consolidated Financial Statements issued by the Institute of CharteredAccountants of India and on the basis of the separate audited financial statements of the Company and its subsidiarycompany, associate company and the Trust where the Company is a beneficiary, included in the consolidated financialstatements.

5. Interest income of Rs. 12,336.89 lacs has been netted off against interest expenditure instead of including the same underother income. The said disclosure however has no impact on the profit for the year. (Refer note 12 of Schedule 20).

6. On the basis of the information and explanations given to us and on the consideration of the separate audit reports onindividual audited financial statements of the Company, its subsidiary company, associate company and the Trust wherethe Company is a beneficiary, we are of the opinion that the said consolidated financial statements give a true and fairview in conformity with the accounting principles generally accepted:

(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Company, its subsidiary company,associate company and the Trust where the Company is a beneficiary as at 31st March, 2009;

(b) in the case of the Consolidated Profit and Loss Account, of the consolidated results of operations of the Company,its subsidiary company, associate company and the Trust where the Company is a beneficiary for the year ended onthat date; and

(c) in the case of Consolidated Cash Flow Statement, of the cash flows of the Company, its subsidiary company,associate company and the Trust where the Company is a beneficiary for the year ended on that date.

For P.D.Kunte & Co. (Regd.)Chartered Accountants

D. P. SaprePlace : Indore PartnerDate : 29th August, 2009 Membership No. 40740

72

Consolidated Balance SheetAS AT 31ST MARCH, 2009

Schedule 2008-09 2007-08(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

I SOURCES OF FUNDS

1 Shareholders' Funds

a) Capital 1 10,553.78 10,541.78

b) Employees stock options 1A 38.76 —

c) Reserves & Surplus 2 1,10,050.26 1,01,993.30

1,20,642.80 1,12,535.082 Loan Funds

a) Secured Loans 3 71,259.16 75,876.57

b) Unsecured Loans 4 1,13,890.72 1,23,108.47

1,85,149.88 1,98,985.043 Deferred Tax Liability 13,477.62 10,177.67

3,19,270.30 3,21,697.79

II APPLICATION OF FUNDS

1 Fixed Assets 5

a) Gross Block 1,74,474.48 1,50,264.58

b) Less : Depreciation 40,974.08 32,435.17

c) Net Block 1,33,500.40 1,17,829.41

d) Capital Work in Progress 7,865.89 2,337.87

1,41,366.29 1,20,167.28

2 Investments 6 7,181.57 7,195.02

3 Current Assets, Loans & Advances

a) Inventories 7 1,52,617.82 2,21,858.91

b) Sundry Debtors 8 1,28,084.96 1,17,984.78

c) Cash & Bank 9 1,13,873.01 95,947.27

d) Other Current Assets 10 1,830.25 1,072.39

e) Loans & Advances 11 1,03,107.58 76,832.90

4,99,513.62 5,13,696.25

Less : Current Liabilities & Provisions

a) Current Liabilities 12 3,12,138.45 3,05,917.07

b) Provisions 13 15,255.96 12,250.51

3,27,394.41 3,18,167.58

Net Current Assets 1,72,119.21 1,95,528.67

4 Minority Interest (1,421.62) (1,220.19)

5 Miscellaneous Expenditure 14 24.85 27.01

3,19,270.30 3,21,697.79

NOTES TO THE ACCOUNTS 20

As per report of even date attached For and on behalf of the Board of DirectorsFor and on behalf ofP.D.KUNTE & CO.,(Regd)Chartered Accountants KAILASH SHAHRA

Chairman

(D. P. SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRAPartner Company Secretary Vice President Managing DirectorMembership No. 40740 (Corporate Accounts)

Indore, August 29, 2009 Indore, August 29, 2009

73

Consolidated Profit & Loss AccountFOR YEAR ENDED ON 31 MARCH, 2009

Schedule 2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

INCOME

Sales and Other Income 15 12,77,976.91 11,72,019.79

Increase/(Decrease) in stock 16 (14,490.34) 35,427.63

12,63,486.57 12,07,447.42

EXPENSES

Purchases 3,76,174.29 3,02,016.51

Materials consumed 17 7,69,118.09 7,77,044.62

Expenses 18 89,142.85 84,538.28

Interest (Net) 19 4,756.04 9,981.51

Depreciation 5 8,577.45 7,475.16

12,47,768.72 11,81,056.08

Profit before taxation 15,717.85 26,391.34

Provision for taxation — Current tax 1,971.90 5,781.80

— Deferred tax 3,299.95 2,999.58

— Fringe benefit tax 181.12 175.60

Provision for tax for earlier years 516.84 851.34

Profit after taxation 9,748.04 16,583.02

Less : Minority Interest 199.49 313.78

Less : Capital Reserve/Goodwill — 0.50

Balance brought forward from previous year 29,439.46 17,005.02

Profit available for appropriation 38,988.01 33,273.76

APPROPRIATIONS

General Reserve 2,500.00 2,500.00

Debenture Redemption Reserve — 18.20

Proposed Dividend — Preference 180.97 180.97

— Equity 1,093.95 943.95

1,274.92 1,124.92

Tax on Dividend 216.67 191.18

Balance carried to Balance Sheet 34,996.42 29,439.46

38,988.01 33,273.76

Earning per share in Rs. (See Note 25 of Schedule 20)

Basic 5.05 8.98

Diluted 5.05 8.58

NOTES TO THE ACCOUNTS 20

As per report of even date attached For and on behalf of the Board of DirectorsFor and on behalf ofP.D.KUNTE & CO.,(Regd)Chartered Accountants KAILASH SHAHRA

Chairman

(D. P. SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRAPartner Company Secretary Vice President Managing DirectorMembership No. 40740 (Corporate Accounts)

Indore, August 29, 2009 Indore, August 29, 2009

74

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

SCHEDULE 1 : SHARE CAPITALAuthorised27,50,00,000 Equity Shares (Previous year 27,50,00,000 5,500.00 5,500.00Equity Shares) of Rs. 2/- each65,00,000 - Cumulative Redeemable Preference Shares(Previous year 65,00,000 Preference Shares) of Rs.100/- each 6,500.00 6,500.00

12,000.00 12,000.00

Issued, Subscribed and Paid-upi) 18,87,90,060 Equity Shares of Rs.2/- each (Previous

year 18,87,90,060 Equity Shares of Rs.2/- each) 3,775.80 3,775.80ii) 45,24,285 4% Cumulative Redeemable Preference

Shares of Rs. 100/- each 4,524.29 4,524.29(See Note below)

iii) Share Warrant Application Money 2,241.69 2,241.69iv) Share Application Money 12.00 —

10,553.78 10,541.78

Note :

Out of 45,24,285 Preference Shares, 30,19,186 preference shares were alloted on 31st March, 2004 & are redeemable at par in three annual instalments atthe end of 8th, 9th & 10th year from the date of allotment with a put and call option at the end of each year i.e. 1st & 2nd instalment of Rs.33/-each perpreference share on completion of 96 months & 108 months respectively & 3rd instalment of Rs.34/- per preference share on completion of 120 monthsfrom date of alloment. The balance 15,05,099 preference shares were alloted on 30th March, 2005 and are redeemable at par in three annual instalmentswith a put and call option at the end of 8th, 9th & 10th year from the date of allotment i.e. 1st & 2nd instalments of Rs.33/- each per preference share oncompletion of 96 months & 108 months respectively and 3rd instalment of Rs.34/- per preference share on completion of 120 months from date of allotment.These have been fully redeemed on 22nd June, 2009.

2008-09 2007-08

(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

SCHEDULE 1A : EMPLOYEES STOCK OPTIONSEmployees Stock Options Outstanding 116.28 —Less : Deferred Employees Compensation Expenses 77.52 —

(Refer Note no. 7 of Schedule 20) 38.76 —

SCHEDULE 2 : RESERVES AND SURPLUSa) Capital Reserve 1,526.53 1,526.53b) Securities Premium Account

As per last balance sheet 37,319.31 32,469.30Add : Addition during the year — 4,850.01

37,319.31 37,319.31c) Debenture Redemption Reserve

As per last balance sheet 175.00 156.80Add : Addition during the year — 18.20

175.00 175.00d) Capital Redemption Reserve

As per last balance sheet 3,400.00 3,400.00e) General Reserve

As per last balance sheet 30,133.00 27,636.46Less : Additional liability pursuant to AS-15 (Revised) — 3.60Add : Addition during the year 2,500.00 2,500.14

32,633.00 30,133.00f) Profit and Loss Account 34,996.42 29,439.46

1,10,050.26 1,01,993.30

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2009

75

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

SCHEDULE 3 : SECURED LOANSa) 9.75% Secured Redeemable Non-convertible Debentures

3,50,000 Debentures of Rs.100/- each privately 116.66 233.33placed with Financial Institution(See Note no. 1 below)

b) Loans from Financial Institutions/Banks/Others 69,586.08 57,839.46[See Note nos.2 (a) and 2 (b) below]

c) Borrowing from Banks (Cash/Packing Credit/Working Capital Demand 1,482.48 17,715.97Loans) [See Note nos. 3 (a) and (b) below]

d) Other Loans for specific Vehicles (Exclusive charge) 73.94 87.81(See Note no. 4 below)

71,259.16 75,876.57

NOTES:

1 The outstanding balance against the 9.75% Secured Redeemable Non Convertible Debentures of Rs 100/- each privately placedwith Financial institution is redeemable during the year ending March 31st, 2010.

The above debentures are secured by (a) first charge by way of an equitable mortgage of all immovable properties of theCompany, wherever situated and (b) a first charge by way of hypothecation of all movable proporties, both present & future (saveand except book debts) of the Company.

The first charge by way of equitable mortgage and hypothecation in favour of debentureholders rank pari passu with the lendersas per Note No.2(a) below and is subject to charge on specified properties referred to in Note no.2(b).

Amount repayable within 12 months Rs. 116.66 lacs (Previous year Rs. 116.67 lacs).

2 The loans from financial institutions, banks and others are secured/to be secured by :

(a) (i) first charge by way of an equitable mortgage of all immovable properties of the Company,wherever situated and (ii) afirst charge by way of hypothecation of all movable properties, both present & future (save and except book debts) of theCompany and (iii) Personal Guarantee of the Managing Director in certain cases.

The First Charges by way of equitable mortgage and hypothecation in favour of lenders rank pari passu with theDebentureholders as per Note No.1 above and subject to charge on specified properties referred to in Note no 2(b) below.

(b) (i) a first charge by way of an equitable mortgage over all the immovable properties of the Company at specific locations,(ii) a first charge by way of hypothecation of movable properties situated at the respective locations and (iii) Personalguarantee of the Managing Director.

The above charges of various lenders at specified locations mentioned above rank pari passu inter se the lenders at eachlocation, wherever applicable.

The above outstanding amount of loan includes interest accrued & due Rs. 542.94 lacs. (Previous year Rs. 314.05 lacs)

Amount repayable within 12 months Rs. 17,133.62 lacs (Previous year Rs. 11,916.39 lacs)

3 (a) The Borrowing availed from consortium banks are secured / to be secured by (i) a first charge by way of hypothecation ofstocks, book debts and other current assets (ii) a charge by way of hypothecation /equitable mortgage of movable / immovableproperties in favour of consortium banks, ranking second and subservient to the charges specified in Note No. 1 and 2 and(iii) personal guarantee of promoter directors of the Company.

The above charges mentioned above rank pari passu inter se the consortium banks.

(b) The borrowings availed from banks outside consortium are secured /to be secured by (i) specific charges on Stocks, bookdebts and other current assets pertaining to the facilities granted by them and (ii) personal guarantee of the ManangingDirector of the Company.

(c) Borrowings of the subsidiary company are secured by pari-passu charge by way of hypothecation of stocks and book debtsof the subsidiary company, personal guarantee of its director and corporate guarantee of the holding company.

Amount repayable within 12 months Rs.1,482.48 lacs (Previous year Rs. 17,715.97 lacs).

4 These Loans are secured by hypothecation of vehicles purchased out of the said loans.

Amount repayable within 12 months Rs. 38.25 lacs (Previous year Rs. 43.01 lacs)

76

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

SCHEDULE 4 : UNSECURED LOANSShort term advances

From Banks / Financial Institutions (See Note no.14 of Schedule 20) 1,12,451.44 1,21,850.12

Other Loans :

Deferred Sales Tax Liability 1,439.28 1,258.35

1,13,890.72 1,23,108.47

SCHEDULE 5 : FIXED ASSETS (Rs. in lacs)

PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCK

As on Additions Deduction As on Upto For the year Adjustment Upto As on As on1.4.2008 31.3.2009 31.3.2008 31.3.2009 31.3.2009 31.3.2008

FREE HOLD LAND 13,104.22 674.04 — 13,778.26 — — — — 13,778.26 13104.22

LEASE HOLD LAND 1,199.76 2.57 39.56 1,162.77 487.51 16.57 1.21 502.87 659.90 712.25

BUILDINGS 29,131.24 2,773.05 46.02 31,858.27 3,695.65 892.09 4.03 4,583.71 27,274.56 25,435.59

PLANT & MACHINERY 1,02,651.26 20,156.22 73.22 1,22,734.26 26,506.21 7,240.85 9.38 33,737.68 88,996.58 76,145.05

FURNITURE & FIXTURES 842.81 55.48 4.07 894.22 274.05 72.12 0.26 345.91 548.31 568.76

VEHICLES 1,347.20 249.68 33.25 1,563.63 484.13 141.91 20.93 605.11 958.52 863.07

OFFICE EQUIPMENTS 1,433.63 381.49 4.72 1,810.40 845.33 77.46 2.73 920.06 890.34 588.30

SOFTWARE 518.46 118.21 — 636.67 106.59 136.15 — 242.74 393.93 411.87

TRADE MARKS 36.00 — — 36.00 35.70 0.30 — 36.00 — 0.30

CAPITAL WORK IN PROGRESS 2,337.87 26,198.33 20,670.31 7,865.89 — — — — 7,865.89 2,337.87

TOTAL 1,52,602.45 50,609.07 20,871.15 1,82,340.37 32,435.17 8,577.45 38.54 40,974.08 1,41,366.29 1,20,167.28

PREVIOUS YEAR 1,32,814.54 21,896.48 2,108.57 1,52,602.45 25,011.74 7,475.16 51.73 32,435.17 1,20,167.28

Notes :

1. Buildings include Rs.2,250/- (Previous year Rs.2,250/-) being cost of Shares in Co-operative Societies. Title deeds in respect of shares amounting to Rs.500/- are in the processof transfer.

2. Execution/registration of lease deed in respect of land acquired on lease during the year and the part of land acquired on lease in the preceding year is pending.

3. Lease hold land of 30 acres taken on lease from The Karnataka Industrial Area Development Board (KIADB) for a period of 6 years which after the expiry of the lease period willbe converted to a sale subject to compliance with the terms of allotment.

4. Refer Note no. 3(vii)(b), 3(vii)(c) & 17 of Schedule 20.

77

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

SCHEDULE 6 : INVESTMENTS (Other than trade investment)LONG TERM INVESTMENTS (At cost)A) SHARES

a) Quotedi) 17,75,000 Equity Shares (Previous year 17,75,000 shares) of Rs.10/- each

fully paid up in Ruchi Strips & Alloys Ltd. 185.00 185.00

ii) 8,83,500 Equity Shares (Previous year 8,83,500 shares) of Rs.10/- eachfully paid up in National Steel & Agro Industries Ltd. 264.87 264.87

iii) 4,00,000 Equity Shares (Previous year 4,00,000 shares) of Rs.10/- eachfully paid up in Anik Industries Limited 100.00 100.00

iv) 1,19,300 Equity Shares (Previous year 1,19,300 shares) of Rs.10/- eachfully paid up in Sarthak Global Limited 11.93 11.93

v) 7,014 Equity Shares (Previous year 7,014 Equity Shares) of Rs. 10/- eachfully paid up in Dena Bank 1.89 1.89

vi) 1,887 Equity Shares (Previous year 1,887 Equity Shares) of Rs. 10/- eachfully paid up in Punjab National Bank 7.41 7.41

vii) 35,000 Equity Shares (Previous year 35,000) of Rs.10/- eachfully paid up in Sharadraj Tradelink Ltd. 3.82 3.82

viii) 1,80,000 Equity Shares (Previous year 1,80,000) of Rs. 2/- eachfully paid up in Blue Chip India Ltd. 17.38 17.38

ix) 21,500 Equity Shares (Previous year 21,500) of Rs.10/- each 11.38 11.38fully paid up in Hereld Commerce Limited

x) 50,00,000 Equity Shares (Previous year 50,00,000) of Re.1/- each 1,591.43 1,591.43fully paid up in Ruchi Infrastructure Limited

xi) 159 Equity Shares (Previous year 159) of Rs.10/- each 0.16 0.16fully paid up in Central Bank of IndiaAggregate amount of quoted investments 2,195.27 2,195.27

Aggregate market value of quoted investmentsRs. 736.03 lacs (Previous year Rs. 2,096.22 lacs)

b) Right title & interest in Ruchi Soya Industries Ltd. Beneficiary Trust 936.97 936.97(Refer Note no. 6 of Schedule 20)

c) Unquoted

i) Other than in subsidiary companies

a) 25,000 Equity Shares (Previous year 25,000 Equity shares)of Rs.10/- each fully paid-up in Ruchi Infotech Ltd. 2.50 2.50

b) 6,00,000 Equity Shares (Previous year 6,00,000 Equity shares)of Rs.10/- each fully paid-up in Ruchi Acroni Industries Ltd. 60.00 60.00

c) 35,000 Equity Shares (Previous year 35,000 Equity shares)of Rs.10/- each fully paid-up in E-Ruchi Marketing (P) Ltd. 3.50 3.50

d) 5,00,000 6% Redeemable Cumulative Preference.Shares(Previous year 5,00,000) of Rs.100/- each fullypaid up in Sunshine Oleochem.Ltd. 500.00 500.00

e) 34,50,000 6% Redeemable Cumulative Preference Shares 3,450.00 —(Previous year Nil) of Rs.100/- each fully paid up in RuchiRealty Holdings Pvt. Ltd.

ii) Share Application Money Pending Allotment — 3,450.00(towards preference shares in Ruchi Realty Holdings Pvt. Ltd.)

78

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

B. GOVERNMENT SECURITIES :National Saving Certificates/Kisan Vikas Patra(deposited with Government authorities) 7.09 6.93

Aggregate amount of unquoted investments 4,023.09 4,022.93

TOTAL LONG TERM INVESTMENTS (I) 7,155.33 7,155.17

II. CURRENT INVESTMENTS (At lower of cost & market value)MUTUAL FUNDS (Quoted)

i) 1,00,000 Units (Previous year 1,00,000 units) of SBIMagnum Multicap Fund of Rs.10/- each 10.00 10.00

ii) 2,50,000 Units (Previous year 2,50,000 units) of SBIOne India Fund of Rs.10/- each 25.00 25.00

iii) 50,000 Units (Previous year 50,000 units) of SBIInfrastructure Fund-I of Rs.10/- each 5.00 5.00

iv) 1,000 Units (previous year 1,000 units) of PNBPrincipal Junior Cap Fund of Rs.10/- each 0.10 0.10

40.10 40.10

Less : Provision for diminution in value of investments 13.86 0.25

TOTAL : (II) 26.24 39.85

Aggregate market value of current investments

Rs.26.24 lacs (Previous year Rs.46.86 lacs)

TOTAL : (I+II) 7,181.57 7,195.02

Note: The following investments were purchased and sold during the year:Name of Security No. of Units Cost (Rs. in lacs)

SBI Premier Liquid Fund - Institutional Growth 2,27,91,60,295.311 3,02,180.00

SBI Premier Liquid Fund - Super Institutional Growth 3,36,82,853.963 4,600.00

SBI Magnum Insta Cash Fund - Cash Option 3,23,11,41,348.000 6,18,553.07

HDFC Cash Management Fund - Call Plan Growth 62,34,673.095 900.00

HDFC Liquid Fund - Premium Plan - Growth 1,31,30,72,460.887 2,27,500.00

Reliance Liquid Fund - Cash Plan - Growth Option - Growth Plan 6,62,11,914.982 9,500.00

Reliance Liquidity Fund - Growth Option 62,42,74,227.228 80,600.00

Reliance Treasury Plan Institutional Option - Growth option- Growth Plan 6,68,53,319.597 14,000.00

Principal Cash Management Liquid Fund-liquid option Instal. Prem.Plan. -Dividend Reinvested - Daily. 1,00,06,202.329 1,000.00

SCHEDULE 7 : INVENTORIES(As valued and certified by the Management)Stock-in-trade (At lower of cost and net realisable value except

realisable by-products which are valued at net realisable value)(Refer Note no.18 of Schedule 20)

a) Raw Materials (including packing material) 76,112.96 1,33,025.34b) Work-in-progress 996.03 3,063.28c) Finished goods 67,665.14 79,593.24d) Realisable by-products 1,565.39 2,060.38e) Consumables, Stores & Spares 6,278.30 4,116.67

1,52,617.82 2,21,858.91

79

2008-09 2007-08(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

SCHEDULE 8 : SUNDRY DEBTORS(Unsecured)

Debts outstanding for period exceeding six monthsConsidered good 469.86 5,238.95Considered doubtful 371.50 329.85

841.36 5,568.80

Other Debts (considered good) 1,27,615.10 1,12,745.83

1,28,456.46 1,18,314.63

Less : Provision for doubtful debts 371.50 329.85

1,28,084.96 1,17,984.78

SCHEDULE 9 : CASH AND BANK BALANCECash on hand 780.72 340.26Bank Balances with Scheduled Banksi) In Current Accounts 11,054.26 8,553.99ii) In Deposit Accounts (Refer Note no. 14 of Schedule 20) 1,02,037.90 87,052.89Bank Balances with Non-Scheduled Banks (Refer Note no. 15 of Schedule 20)

In Deposit Accounts 0.11 0.11Post Office Saving Bank [Maximum balance at any time 0.02 0.02

during the year Rs. 0.02 lac (Previous year Rs.0.02 lac)]

1,13,873.01 95,947.27

SCHEDULE 10 : OTHER CURRENT ASSETSInterest Accrued

On Investments 4.56 4.31On Fixed Deposits with Banks 1,814.75 984.01On Intercorporate & Other deposits 10.94 84.07

1,830.25 1,072.39

SCHEDULE 11 : LOANS AND ADVANCES(Unsecured & Considered Good, unless stated otherwise)

Intercorporate Deposits 2,541.02 2,396.91Other Deposits 3,793.51 2,501.40Advance for Capital Expenditure 1,778.05 3,164.91Other Advances recoverable in cash or in kind

or for value to be received [(including (a) Rs1.35 lacs (Previous yearRs. 1.13 lacs) recoverable from Directors/Officers of the Company (b)due from subsidiary Rs. Nil (Previous year Rs. 206.66 lacs)]Considered good 78,040.13 58,618.99Considered doubtful 310.79 152.08

78,350.92 58,771.07Less : Provision for doubtful advances 310.79 152.08

78,040.13 58,618.99Advance Income Tax including tax deducted at source 16,954.87 10,150.69

1,03,107.58 76,832.90

SCHEDULE 12 : CURRENT LIABILITIESSundry Creditors (Refer Note nos. 8 & 16 of Schedule 20) 2,95,070.44 2,81,417.59Agency & other deposits 965.72 838.31Interest accrued but not due 660.07 484.32Customers’ advances 13,544.67 20,683.89Other liabilities 1,897.55 2,492.96

3,12,138.45 3,05,917.07

80

SCHEDULE 13 : PROVISIONS

Taxation 13,654.21 10,986.51

Proposed dividend 1,274.92 1,124.92

Gratuity 123.48 29.57

Leave encashment 203.35 109.51

15,255.96 12,250.51

SCHEDULE 14 : MISCELLANEOUS EXPENDITURE(to the extent not written off or adjusted)

Share issue expenses 28.95 30.64

Add : Additions during the year 0.50 —

Less: Adjusted/written off 4.60 3.63

24.85 27.01

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR

ENDED ON 31ST MARCH, 2009 2008-09 2007-08(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

SCHEDULE 15 : SALES AND OTHER INCOMESales 12,48,464.94 11,55,619.29Less : Excise duty 2,123.85 2,123.95

12,46,341.09 11,53,495.34

Scrap & Other Sales 2,150.16 1,926.60Less : Excise duty 7.13 14.84

2,143.03 1,911.76Export Incentive 9,869.77 6,457.50Vat/Excise Refund/Remission 2,406.49 5,494.49Processing charges received (Gross) 614.08 546.83

[TDS Rs. 13.30 lacs (Previous year Rs.12.83 lacs)]Service charges — 12.07Income from Power generation (including carbon credit) 2,037.62 255.39Other operating income (See Note no. 10 of Schedule 20) 10,367.02 1,048.25

12,73,779.10 11,69,221.63Insurance claims received 330.56 353.90Commission, Discount & Rebates 484.38 87.24Dividend 49.15 51.52Profit on sale of investments 640.18 61.35Profit on sale of Assets 90.35 226.74Lease Rent (Gross) (TDS Rs.18.56 lacs (Previous year Rs. 3.61 lacs) 128.70 15.93Exchange Difference (Net) 996.33 —Provisions no longer required written back 896.58 512.45Subsidy from Government 50.00 —Other Miscellaneous Income 531.58 1,489.03

4,197.81 2,798.16

12,77,976.91 11,72,019.79

SCHEDULE 16 : INCREASE/(DECREASE) IN STOCKSFinished goods

Opening Stock 81,653.62 47,257.27Closing Stock 69,230.53 81,653.62

(12,423.09) 34,396.35

Work-in-progressOpening Stock 3,063.28 2,032.00Closing Stock 996.03 3063.28

(2,067.25) 1,031.28

(14,490.34) 35,427.63

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2008-09 2007-08(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

SCHEDULE 17 : MATERIAL CONSUMEDa) Raw Material

Opening Stock 1,27,467.26 40,906.36Add: Purchases 6,82,555.83 8,41,502.28

8,10,023.09 8,82,408.64Less: Closing Stock 65,700.10 1,27,467.26

7,44,322.99 7,54,941.38

b) Packing MaterialOpening Stock 5,558.08 3,850.18Add: Purchases 29,649.88 23,811.14

35,207.96 27,661.32Less: Closing Stock 10412.86 5,558.08

24,795.10 22,103.24

7,69,118.09 7,77,044.62

SCHEDULE 18 : EXPENSESProcessing Charges 87.86 715.10Power & Fuel (net of recoveries) 16,549.51 14,965.04Manufacturing Expenses 4,379.19 3,257.63Consumables 5,361.08 5,932.88Repairs - Plant & Machinery 6,596.47 3,681.91Repairs - Buildings 468.26 705.14Repairs - Others 455.70 522.03Salary, Wages and Bonus 4,847.77 3,479.97Contribution to Provident and Other Funds 415.16 262.81Workmen & Staff Welfare expenses 485.88 225.83Insurance (net of recoveries) 1,079.75 1,242.86Rent 2,905.84 2,549.37Rates & Taxes 800.28 1548.20Freight & forwarding (net of recoveries) 25,146.04 24,720.45Export expenses 3,582.96 3,886.26Commission and rebate 3,550.09 3,074.98Advertisement & sales promotion 707.72 950.10Donation 106.66 18.13Travelling & Conveyance 1,420.89 1,127.29

[including Rs. 40.35 lacs (Previous year Rs. 59.05 lacs) for Directors]Provision / write-off of doubtful/ bad debts and advances 203.23 571.35Provision for Diminution in value of Investment 13.61 0.10Miscellaneous expenses written off 4.59 3.63Loss on Sales/Fire of Fixed Assets 21.07 5.09Loss on sale of investments — 5.10Investments written off 0.10 —Exchange difference (Net) — 2,301.75Bank Commission & Charges 2,382.90 2,720.93Other expenses (Net of recoveries) (See Note no.11 of Schedule 20) 7,570.24 6,064.35

89,142.85 84,538.28

SCHEDULE 19 : INTEREST (NET)Interest– Debenture & other fixed loans 7,733.43 4,073.10– Others 9359.50 13,068.22

17,092.93 17,141.32Less : Interest received (Refer Note no. 12 of Schedule 20)

[Tax deducted at source Rs. 2,656.17 lacs (Previous year Rs.1,322.57 lacs)] 12,336.89 7,159.81

4,756.04 9,981.51

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SCHEDULE ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT

31ST MARCH, 2009 AND CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON THAT DATE

SCHEDULE NO. 20 NOTES TO THE ACCOUNTS

1. Basis of Consolidation

a. The consolidated financial statements relate to Ruchi Soya Industries Ltd. (the Company) and its subsidiaries andassociates as under :

Name of the subsidiary / associate Percentage of shareholding / profit share / Beneficial Interest

As at 31.03.2009 As at 31.03.2008

Ruchi Worldwide Ltd. (Subsidiary) 52.48 52.48

Ruchi Soya Industries Ltd. Beneficiary Trust 100.00 100.00

RIFL Energy Private Limited (Associate) 26.00 26.00

b. The consolidated financial statements have been prepared in accordance with Accounting Standard 21 (AS-21) andAccounting Standard 23 (AS-23) issued by the Institute of Chartered Accountants of India on the following basis :

i) The financial statements of the Company and its subsidiaries / associate have been combined on a line to linebasis by adding together like items of assets, liabilities, income and expenses.

ii) Intragroup balances, intragroup transactions and resulting unrealised profits / losses have been eliminated in full.

iii) The excess of / shortfall in cost to the Company of its investment in the subsidiaries/associates over the Company’sportion of equity of the subsidiary as at the date of investment is recognised in the consolidated financialstatements as goodwill / capital reserve. The resultant goodwill, if any, is charged to profit and loss account.

iv) Minority interest in the net assets of subsidiaries has been separately disclosed in the consolidated financialstatements. Minority interest in income for the year has been separately disclosed in the profit and loss account.

2. SIGNIFICANT ACCOUNTING POLICIES

a) FIXED ASSETS/INTANGIBLE ASSETS :

(i) Fixed assets are valued at cost/revalued amount less depreciation. Cost of fixed assets is arrived at after includingtherein attributable interest and expenses for bringing the respective assets to working condition and reducingtherefrom cenvat credit received / receivable, if any. Fixed assets acquired under Hire Purchase Scheme arevalued at cash price less depreciation. Fixed assets vested on amalgamation are stated at their fair value basedon report of approved valuer less depreciation.

(ii) Intangible assets are measured at cost and amortised over a period for which the assets’ economic benefits areexpected to accrue

(iii) Expenditure incurred on software acquired is amortised over a period of five years from the date expenditure isincurred.

b) DEPRECIATION :

Depreciation is provided on straight line basis at the rates prescribed in Schedule XIV to the Companies Act, 1956.Depreciation is provided on pro-rata basis with reference to the month of addition/ installation/ disposal of assets,except for low value items costing Rs. 5,000/- or less which are written off fully in the year of purchase.

c) INVENTORIES :

Inventories, other than realisable by-products, are valued at lower of cost and net realisable value. The cost isarrived at on moving average basis. The cost of manufactured products includes therein direct costs, productionoverheads and depreciation. Realisable by products are valued at net realisable value. Cost of trading items includestherein cost of purchase & other costs of acquisition attributable thereto.

d) RETIREMENT BENEFITS :

(a) Short term employee benefits are recognized as an expense in the profit and loss account of the year in whichservice is rendered.

(b) Contribution to defined contribution schemes such as Provident Fund, Family Pension Fund and SuperannuationFund are charged to the profit and loss account.

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(c) The Company makes annual contribution to Employees Group Gratuity cum Life Assurance Scheme for qualifyingemployees and the same is recognized as expenses in the profit & loss account. Additional liability, if any inrespect of gratuity and liability in respect of leave encashment are recognised on the basis of valuation done byan independent actuary applying Project Unit Credit Method. The actuarial gain/loss arising during the year isrecognized in the profit and loss account of the year.

e) INVESTMENTS :

Long term investments are valued at cost. Provision is made for diminution in the value of investments where in theopinion of the Board of Directors such diminution is not temporary. Current investments are valued at lower of costand fair value.

f) EXPENSES INCURRED FOR ISSUE OF SHARES, DEBENTURES AND OTHER MISCELLANEOUS EXPENSES :

Preliminary expenses, pre-operative expenses, share issue expenses incurred prior to 1st April, 2003 are written offover a period of 10 years. Share issue expenses incurred after 1st April, 2003 are either charged to profit & lossaccount or securities premium account. Expenses pertaining to issue of debentures are charged to profit & lossaccount in the year in which they are incurred.

g) PREMIUM ON REDEMPTION OF DEBENTURES :

Premium payable, if any, on redemption of debentures is spread over the life of debentures.

h) FOREIGN EXCHANGE TRANSACTIONS :

(i) Transactions in foreign currency are accounted at the exchange spot rate prevailing on the date of the transaction.Year end receivables and payables are translated at year end rate of exchange. The difference on account offluctuation in the rate of exchange is recognised in the profit and loss account. In case of sales and purchasesthe same is included under the respective heads.

(ii) In case of forward exchange contracts, premium/discount arising at the inception of the contracts is spreadover the life of the contracts. Exchange fluctuation on such contracts is recognized in the profit & loss accountin the year in which there is a change in exchange rates. Forward Contracts outstanding at the year end areconverted at the year end rate.

i) BORROWING COSTS :

Interest and other costs in connection with the borrowing of the funds to the extent related / attributed to theacquisition/construction of qualifying fixed assets are capitalised up to the date when such assets are ready for theirintended use. Other borrowing costs are charged to the profit & loss account.

j) DEFERRED TAX :

Deferred tax is accounted for by computing the tax effect of timing differences which arise in a year and reverse insubsequent periods.

k) IMPAIRMENT OF ASSETS :

An impairment loss is recognized in the profit & loss account whenever the carrying amount of an asset or a cashgenerating unit exceeds its recoverable amount. The recoverable amount is estimated as the higher of its net sellingprice and its value in use. The carrying amounts are reviewed at each balance sheet date to determine whether thereis any impairment.

l) EXPORT INCENTIVES :

Export incentives, to which the Company is entitled to based on exports during the year, are recognised as incomein the year of exports.

m) EMPLOYEE STOCK OPTIONS :

Stock options granted to employees under the employees’ stock option scheme are accounted as per the SEBI(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999 and the ‘Guidance Noteon Share Based Payments’ issued by the ICAI. Accordingly, the excess of market price of the shares as on the date ofgrant of options over the exercise price is recognised as deferred employee compensation and is charged to profitand loss account on straight-line basis over the vesting period.

The number of options expected to vest is based on the best available estimate and are revised, if necessary,if subsequent information indicates that the number of stock options expected to vest differs from previous estimates.

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3. Contingent liabilities not provided for

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

i) Claims not acknowledged as debts. 581.68 105.00

ii) Outstanding bank guarantees 1,920.06 2453.49

iii) Outstanding Letters of Credit 990.46 —

iv) Income tax/Sales tax/Excise/Octroi/Custom duty/ESIC/Electricity Duty/demands disputed 14,850.58 13,089.98

v) Bills discounted 27,000.43 25,090.19

vi) Estimated amount of contracts remaining to be executed oncapital account. (Net of advances) 5,725.30 5,538.08

vii) In addition to the above,

a) In the earlier year, in respect of the subsidiary company, the Customs authorities have levied custom duty ofRs. 220.00 lacs (Previous year 220.00 lacs) which the said subsidiary Company has disputed before the ChennaiHigh Court. Pending the decision, the High Court has granted interim stay in the matter. No provision has beenmade in respect of the demand in view of the above. The said subsidiary Company is confident that the matterwill be decided in its favour.

b) In an earlier year, vide agreements dated 24th November 2006 and 18th January 2007, the Company acquiredland, buildings and plant and machinery at Baran (Rajasthan) and Guna (M.P.) respectively. The assets acquiredwere subject to charges created by the seller in favour of Consortium Banks. One of the Consortium Banks has notaccepted the Scheme of Arrangement approved in the case of seller by the Hon’ble Madhya Pradesh High Courtand has filed a Special Leave Petition before the Hon’ble Supreme Court, which is pending. The conveyancedeed of purchase of plants was executed by the seller in favour of the Company after the consortium leaderbank vacated the charge on seller's assets and satisfaction of the charge was registered by the Registrar ofCompanies, Madhya Pradesh, Gwalior. The seller has set aside funds by way of a fixed deposit in respect ofamount due to the said Consortium Bank. The additional liability, if any, that may arise on account of the above,however, cannot be ascertained at this stage.

c) In an earlier year, the Company had acquired land at Chikhalikhar Alibag, Maharashtra. In view of failure to setup the industry within the prescribed time limits in terms of section 63(1) of Maharashtra Land Revenue andTenancy Act, 1948, the Development Commissioner Mumbai & the Deputy Regional Officer Alibag havepassed an order for returning the said land to original farmers from whom the land was bought. The Companyhas filed an appeal before the Collector, Alibag which is pending. Financial impact of the above, if any, is notascertainable at this stage.

4. Managerial Remuneration under section 198 of the Companies Act, 1956 :

(i) Remuneration paid or provided to the Chairman :2008-09 2007-08

(Rs. in lacs) (Rs. in lacs)

Commission 29.15 50.00

(ii) Remuneration paid or provided to the Managing Director :

(a) Salary 97.40 91.40

(b) Perquisites in cash or in kind 25.43 28.29

(iii) Remuneration paid to or provided to Whole time Directors :

(a) Salary and allowances 24.74 17.77

(b) Perquisites in cash or in kind 5.10 4.68

(c) Contribution to Provident & Other Fund 1.17 0.85

(1) The above does not include reimbursement of expenses incurred for the Company.

(2) The amount shown above at (iii) includes remuneration amounting to Rs.5.00 lacs (Previous year Rs. 3.07 lacs)paid to two directors, which is subject to approval of shareholders.

5. Salaries, shown in Schedule 18 include remuneration amounting to Rs. 16.07 lacs paid to a relative of the ManagingDirector, which is subject to approval under section 314 (1B) by the Central Government, for which necessary applicationhas been made.

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6. Pursuant to Schemes under section 391/394, approved by the Hon’ble High Courts of Bombay & Delhi in an earlier year,76,30,115 equity shares of the Company are held by a Trust for the benefit of the Company and its successors.These Shares have been shown under the head ‘investments’ and included in Schedule 6 relating to investments at costin accordance with the accounting policy of the Company. The dividend received by the Trust in respect of these sharesis included under the head ‘dividend’ under ‘other income’ in Schedule 15.

7. EMPLOYEES STOCK OPTIONS

(a) The Compensation Committee of the Board hereafter referred to as ‘The Committee’ approved the “Employee StockOption Scheme - 2007” at its meeting held on 28th November, 2007.

(b) The shareholders of the Company at their EGM held on 28th November, 2007 passed Special Resolutions underSecurities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999 and approved grant of up to 54,71,000 options to eligible directors and employees of the Companyand its subsidiary Ruchi Worldwide Limited. Each option entitled the eligible employees / directors to subscribe forone equity share of face value of Rs.2/- each at a premium of Rs. 75.50 per share.

(c) On 1st April, 2008, the Committee granted 12,37,000 options at a price of Rs.77.50. These options were to vestas follows:

Date of vesting Proportion of vesting

April 1, 2009 20%

April 1, 2010 30%

April 1, 2011 50%

(d) The holders of the employee stock options are entitled to equity shares within a period of three years from the dateof first vesting i.e. till 31st March, 2012. Options that have vested but have not been exercised can be exercisedwithin the time prescribed as mentioned above, failing which they would stand cancelled. In the case of terminationof employment, all options, vested or not, would stand cancelled immediately. In case of voluntary resignation allunvested options will lapse. However, the resigning employees may exercise the vested option concurrently withthe resignation, beyond which such options will lapse. In the event of death of Employee, Retirement or the Employeebecoming totally and permanently disabled, all vested options can be exercised during the original term of theoption. All unvested options will vest immediately and full term will be available for exercising the options.

(e) The movement in the stock options during the year ended March 31, 2009 was as per the table below:

Particulars Year ended as at March 31, 2009

Opening balance of options outstanding Nil

Granted during the year 1237000

Closing balance of options outstanding 1237000

Exercisable at the end of the year (Included in closing balance of options outstanding) 247400

(f) The Committee, vide resolution passed at its meeting held on 16th June, 2009, has revised the exercise price of suchoptions from Rs.77.50 to Rs.35.00 per option in accordance with the provisions of the said Guidelines.

8. Sundry creditors include bills payable for purchase of material Rs.3,546.70 lacs (Previous year Rs. 50,397.54 lacs).

9. Purchases are net of Rs.15,841.42 lacs (Previous year net of Rs. 1,913.77 lacs) and sales are net of Rs. 2,156.39 lacs (Previousyear net of Rs. 1,514.89 lacs) respectively towards difference arising on account of fluctuation in the rate of exchange.

10. Other operating income includes the following :

Gain from transactions on commodity exchange Rs. 3,744.92 lacs (Previous year Rs 907.73 lacs)

11. Other Expenses included the following :

Loss from Swaps/Derivatives Rs.472.83 lacs (Previous year Rs. 38.49 lacs)

12. The Company has consistently followed the practice of netting the interest earned by it against interest paid.The aggregate interest earned and expended is set out in Schedule 19.

13. Fixed assets include assets having written down value of Rs. 765.34 lacs (Previous year Rs. 743.59 lacs) representingplant & machinery & equipment which are not wholly used. The Company is in the process of finding alternate use ofsuch assets or their ultimate disposal.

14. During the year, the Company has availed buyers’ credit. The amount of Rs. 92,274.64 lacs (Previous yearRs. 74,226.08 lacs) outstanding on account of buyers’ credit as at 31st March, 2009 is guaranteed by the banks againstfixed deposits of Rs. 92,452.00 lacs (Previous year Rs. 72,857.00 lacs) placed with them. In the balance sheet, the saidamount of Rs. 92,274.64 lacs (Previous year Rs. 74,226.08 lacs) has been included under unsecured loans from banksand financial institutions in Schedule No. 4 and the aforesaid fixed deposits are included under bank balances withschedule banks in deposit account in Schedule No. 9.

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15. The Balance with Non Scheduled Banks comprises balance in deposit Account with Jila Sahakari Kendriya Bank MaryaditRs. 0.11 lacs (Previous year Rs. 0.11 lacs) (Maximum balance at any time during the year Rs. 0.11 lacs).

16. During the year, the Company entered into Agreement with a bank under which it undertook to disburse loans to farmersagainst amounts receivable by them from the Company towards purchases made by the Company. The Company madepurchases from farmers and obtained re-imbursement (outstanding as on 31st March, 2009 Rs. 4,193.32 lacs) towardspayments made to farmers against such purchases. The Company is bearing the interest on this amount and has assuredthe Bank the repayment by giving post-dated cheques.The said amount has been included in Schedule 12 as currentliabilities.

17. From the current year, items of fixed assets, costing Rs. 5,000/- or less have been written off fully in the year of purchase.Hitherto these were written off on pro rata basis with reference to the month of additions. This change in the method ofaccounting has no material impact on the profit for the year.

18. From the current year, with effect from 1st July, 2008, following implementation of SAP transaction system, inventoriesare valued at lower of cost arrived at on Moving Average Price (MAP) method or net realisable value. Hitherto cost wasarrived at on First in First out (FIFO) method. The impact of the change in method of stock valuation on the profit for theyear is, however, not determinable.

19. During the year, the Company has changed the method of accounting in respect of year end receivable/payables in caseof transactions covered by forward exchange contracts. Hitherto year end receivables/payables in cases of transactioncovered by forward exchange contracts were translated at contracted rates and difference between spot rate at the date oftransaction and contracted rate was being spread over the life of the contract. From the current year, year end receivables/payables are translated at the year end rates. The premium/discount arising at the inception of the contract is spread overthe life of the contract. The exchange variation, if any, is accounted in the year in which exchange rate changes.This change has no impact on the profit for the year.

20. Expenditure incurred during construction period has been dealt with as under:2008-09 2007-08

(Rs. in lacs) (Rs. in lacs)

Power & fuel 23.32 22.17

Salaries & wages 35.34 11.72

Staff welfare 2.79 0.37

Travelling & Conveyance expenses 15.07 1.50

Rent 1.41 0.07

Freight & Forwarding 26.70 2.46

Rates & Taxes 15.46 0.18

Repair & Maintenance 208.99 1.12

Consumables 0.05 0.04

Insurance Charges 10.80 —

Manufacturing Exp. 3.61 —

Other expenses 135.62 33.88

479.16 73.51

Less: Allocated to buildings & plant & machinery & capitalized 254.13 72.15

Balance pending allocation to be capitalized 225.03 1.36

21. In respect of certain advances included under inter-corporate deposits, the parent Company has charged interest onadvances given on net daily products of balances due from/payable to these companies during the year. The Companyhas been advised that this is in compliance with the provisions of section 372A of the Companies Act, 1956.

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22. Prior period income/expenses included under respective heads is as under :

2008-09 2007-08Expenditure (Rs. in lacs) (Rs. in lacs)

Repair & Maintenance 0.47 45.66

Rent 7.30 21.27

Brokerage — 3.44

Freight 105.69 33.03

Interest — 0.61

Insurance 2.36 8.62

Wages — 1.20

Stores Consumption — 19.14

Sundry Packing Material — 0.89

Rates & Taxes 14.54 53.56

Other expenses 146.06 16.83

Depreciation — (1.52)

Income

Power & Fuel — 264.76

Insurance claim received 19.60 0.07

23. a) Segment information required to be disclosed in accordance with Accounting Standard 17 (AS-17) on SegmentReporting is given in para (c) below.

b) i) The Group has disclosed business segment as the primary segment. Segments have been identified taking intoaccount the type of products and the differing risks and returns and internal reporting system. The varioussegments identified by the company comprise as under:

Extractions — All types of seed extractions

Vanaspati — Vanaspati

Oils — Crude oils, refined oils

Food Products — Textured soya protein, soya flour, fruit juice, soya milk

Others — Gram, Wheat, Rice, Maize, Seeds, Coffee, Marine product, Tuar, Peas, Barley, Soap,Fresh Fruit Bunch, Seedling and Plant & Machinery (Equipment).

By-products related to each segment have been included under the respective segment.

ii) Extractions is considered as the primary product resulting from the solvent extraction process and crude oil thesecondary product. While computing segment results, all costs related to solvent extraction process are chargedto the extraction segment and recovery on account of crude oil is credited to the said segment. Credit forrecovery of crude oil is taken on the basis of average monthly market price.

iii) The Company has disclosed geographical segments as the secondary segment. Secondary segments compriseof domestic market & export market.

iv) Segment revenue, segment results, segment assets and segment liabilities include respective amounts directlyidentified with the segment and also an allocation on reasonable basis of amounts not directly identified.The expenses which are not directly relatable to business segment, are shown as unallocated corporate cost.Assets and Liabilities that can not be allocated between the segments are shown as unallocated corporateassets & Liabilities respectively.

(v) The Company has re-classified the segments and has included its products, viz. texturised soya protein, soyaflour, fruit juice and soya milk into a new segment 'Food Products'. Segmentwise revenue, results and capitalemployed for the preceding financial year have accordingly been re-grouped.

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c) Segment Information(Rs. in lacs)

Extractions Vanaspati Oils Food Products Others Unallocable Total

Revenue 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08

External Revenue

Domestic Sales 86,722.26 58,218.12 96,755.76 92,662.61 8,05,244.40 7,72,531.12 15,509.64 15,978.85 26,723.68 22,676.60 49.15 51.53 10,31,004.89 9,62,118.83

Export Sales 1,82,035.96 1,79,668.61 24.97 — 9,478.99 3,429.86 4,878.35 243.39 50,553.75 26,559.11 — — 2,46,972.02 2,09,900.97

Total External Revenue 2,68,758.22 2,37,886.73 96,780.73 92,662.61 8,14,723.39 7,75,960.98 20,387.99 16,222.24 77,277.43 49,235.71 49.15 51.53 12,77,976.91 11,72,019.80

Add: Intersegment Sales 1,21,008.46 1,40,404.94 — — 65,579.91 59,782.66 — — — — — — 1,86,588.37 2,00,187.60

Total Segment Revenue 3,89,766.68 3,78,291.67 96,780.73 92,662.61 8,80,303.30 8,35,743.64 20,387.99 16,222.24 77,277.43 49,235.71 49.15 51.53 14,64,565.28 13,72,207.40

Segment Results before

Interest & Tax 6,803.88 10,305.09 1,047.28 1,928.75 11,242.29 20,829.96 1,227.42 812.25 105.45 2447.48 47.58 49.32 20,473.90 36,372.85

Less: Interest 4,756.04 9,981.51

Profit before taxation 15,717.86 26,391.34

Provision for taxation

Current tax 1,971.90 5,781.80

Deffered tax 3,299.95 2,999.58

Fringe Benefit tax 181.12 175.00

Short/(Excess) provision

for tax for earlier years 516.84 851.34

Profit after tax 9,748.05 16,583.02

SEGMENT ASSETS 76,488.29 1,43,744.41 26,869.00 33,054.29 3,49,133.99 3,26,369.73 4,139.11 6,248.77 19,991.03 34,711.61 1,47,328.45 79,611.04 6,23,949.88 6,23,739.85

SEGMENT LIABILITIES 19,086.18 76,151.79 7,158.58 20,239.84 2,36,718.16 1,98,420.56 473.33 394.64 317.87 7,501.66 49,986.09 4,472.58 3,13,740.20 3,07,181.07

Total cost incurred during the

year to acquire segment assets 20,195.21 1,848.09 492.90 432.78 4,972.93 3,466.23 111.72 487.78 2,891.07 11,864.43 1,274.92 1,848.23 29,938.75 19,947.54

Segment Depreciation 2,280.11 2,174.00 1,296.27 907.32 3,468.17 3,548.14 62.21 30.21 764.43 309.83 706.26 505.66 8,577.45 7,475.16

Non-Cash expenses other

than depreciation 0.76 0.38 0.29 0.20 3.09 2.55 0.06 0.04 0.16 0.34 0.22 — 4.59 3.63

Unallocable segment assets are as follows:

Investments 7,181.57 7,195.02

Advance Income Tax including TDS 16,954.87 10,150.69

Unallocable segment liabilities are as follows:

Secured Loan 71,259.16 75,876.57

Deffered Tax liabilities 13,477.62 10,177.67

Unsecured loan 1,13,890.72 1,23,108.47

Minority Interest (1,421.62) (1,220.19)

Provision for taxation 13,654.21 10,986.51

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24. a) Disclosure of transactions with related parties, as required by Accounting Standard 18 (AS-18) relating to RelatedParty Disclosures has been given in para (b) & (c) below. Related parties as defined under clause 3 of the AccountingStandard have been identified on the basis of representation made by the key management personnel & informationavailable with the company.

b) Related party relationshipsi) Parties where control exists

Ruchi Infrastructure Ltd.ii) Key Management Personnel & their relatives

Mr. Dinesh Shahra, Managing DirectorMrs. Abhadevi Shahra, wife of the Managing DirectorMs. Amrita Shahra, Daughter of the Managing DirectorMr. Sarvesh Shahra Son of the Managing DirectorMr. Kailash Shahra, Brother of the Managing DirectorMr. Suresh Shahra, Brother of the Managing DirectorMr. Santosh Shahra, Brother of the Managing DirectorMr. A.B. Rao, Wholetime DirectorMr. S.P. Joshi, Wholetime Director (till - 27th July, 2009)

iii) Entities where Key Management Personnel or relatives ofKey Management Personnel have significant influenceMahadeo Shahra & SonsMahadeo Shahra Sukrat TrustGreat Eastern Infrastructure Corporation Pvt. Ltd.Ruchi Corporation Ltd.Ruchi Bio Fuels Pvt. Ltd.Ruchi Multitrade pvt. Ltd.Ruchi Realty Pvt. Ltd.Indivar Wellness Pvt. Ltd.Shahra Brothers Pvt. Ltd.Sunshine Oleochem Ltd.Soyumm Marketing Pvt. Ltd.Nirvana Housing Pvt. Ltd.Bright Star Housing Pvt. Ltd.Evershine Oleochem Pvt. Ltd. (Formerly - RSIL Holding Pvt. Ltd.)Ruchi Marktrade Pvt. Ltd.Shiva Foundation (Trust)

c) Related party transactions(Previous year's figures are mentioned below current year's figures) (Rs. in lacs)

Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over TotalPersonnel Management which KMP &

(KMP) Personnel their relativesexercise significant

influence

Purchase of GoodsRuchi Infrastructure Ltd. 15,605.40 15,605.40

7,426.38 7,426.38Mahadeo Shahra & Sons 3,965.52 3,965.52

111.34 111.34Ruchi Bio Fuels Pvt. Ltd. 1,251.47 1,251.47

— —Ruchi Realty Pvt. Ltd. 6.09 6.09

— —Sunshine Oleochem Ltd. 710.79 710.79

781.41 781.41Total 15,605.40 5,933.87 21,539.27

7,426.38 892.75 8,319.13

90

Sale of Goods

Ruchi Infrastructure Ltd. 33,394.37 33,394.37

30,054.06 30,054.06

Mahadeo Shahra Sukrat Trust 0.79 0.79

— —

Sunshine Oleochem Ltd. 2,657.53 2,657.53

2,934.85 2,934.85

Total 33,394.37 2,657.53 36,051.90

30,054.06 2,935.64 32,989.70

Processing charges

received/receivable

Ruchi Infrastructure Ltd. 0.62 0.62

186.01 186.01

Storage charges paid

Ruchi Infrastructure Ltd. 712.50 712.50

804.08 804.08

Port hire charges paid

Ruchi Infrastructure Ltd. 414.03 414.03

452.93 452.93

Remuneration including

perquisities

Mr. Dinesh Shahra 122.83 122.83

119.69 119.69

Ms. Amrita Shahra 39.93 39.93

32.09 32.09

Mr. Sarvesh Shahra 21.35 21.35

15.34 15.34

Mr. A.B. Rao 18.26 18.26

14.31 14.31

Mr. S.P. Joshi 12.75 12.75

8.99 8.99

Mr. Kailash Shahra 29.15 29.15

50.00 50.00

Total 153.84 90.43 244.27

142.99 97.43 240.42

(Previous year's figures are mentioned below current year's figures) (Rs. in lacs)

Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over TotalPersonnel Management which KMP &

(KMP) Personnel their relativesexercise significant

influence

91

Sitting fees paid

Mr. Kailash Shahra 0.26 0.26

0.28 0.28

Investment in preference shares

Sunshine Oleochem Ltd. — —

500.00 500.00

Others

Sunshine Oleochem Ltd. — —

3.20 3.20

Interest received/receivable (net)

Ruchi Realty Pvt. Ltd. 0.83 0.83

1.10 1.10

Ruchi Marktrade Pvt. Ltd. 11.21 11.21

8.15 8.15

Soyumm Marketing Pvt. Ltd. — —

87.05 87.05

Ruchi Bio Fuels Pvt. Ltd. — —

0.23 0.23

Rent paid

Mahadeo Shahra & Sons 0.84 0.84

0.24 0.24

Shahra Brothers Pvt. Ltd. 1.32 1.32

1.32 1.32

Mrs. Abhadevi Shahra 9.00 9.00

1.20 1.20

Shiva Foundation (Trust) 6.21 6.21

— —

Lease rent receivable

Sunshine Oleochem Ltd. 4.20 4.20

3.93 3.93

Donation given

Mahadeo Shahra Sukrat Trust 42.30 42.30

11.30 11.30

Security deposit paid

Shiva Foundation 900.00 900.00

— —

Amount Receivable

Ruchi Infrastructure Ltd. 1,612.83 1,612.83

2,539.20 2,539.20

Ruchi Marktrade Pvt. Ltd 29.56 29.56

74.11 74.11

(Previous year's figures are mentioned below current year's figures) (Rs. in lacs)

Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over TotalPersonnel Management which KMP &

(KMP) Personnel their relativesexercise significant

influence

92

Shiva Foundation 900.00 900.00

— —

Sunshine Oleochem Ltd. 1,254.84 1,254.84

2,208.23 2,208.23

Ruchi Realty Pvt. Ltd. — —

15.64 15.64

Soyumm Marketing Pvt. Ltd. — —

68.16 68.16

Ruchi Bio Fuels Pvt. Ltd. — —

850.18 850.18

Mahadeo Shahra & Sons — —

9.21 9.21

Total 1,612.83 2,184.40 3,797.23

2,539.20 3,225.53 5,764.73

Amount payable

Ruchi Infrastructure Ltd. 45.69 — 45.69

— — —

Shahra Brothers Pvt. Ltd. 7.78 7.78

4.50 4.50

Ruchi Realty Pvt. Ltd. 0.66 0.66

— —

Ruchi Bio Fuels Pvt. Ltd. 20.54 20.54

— —

Shiva Foundation 4.80 4.80

— —

Soyumm Marketing Pvt. Ltd. — —

15.07 15.07

Mahadeo Shahra & Sons 42.08 42.08

— —

Total 45.69 75.86 121.55

— 19.57 19.57

Note : Remuneration paid to Managing Director (Key Management Personnel) excludes expenditure on rent freeaccommodation since rent is paid to relative of key management personnel and the same has been disclosed separately.

(Previous year's figures are mentioned below current year's figures) (Rs. in lacs)

Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over TotalPersonnel Management which KMP &

(KMP) Personnel their relativesexercise significant

influence

93

25. Earnings Per Share:

2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

a) Basic earnings per share

i) Profit after tax 9,748.05 16,583.02

Less : Preference dividend including tax thereon 211.73 211.73

Profit attributable to equity shareholders 9,536.32 16,371.29

(ii) Weighted average number of equity shares :

Equity shares of Rs 2/- each as at the beginning of the year 18,87,90,060 18,87,90,060

Add : Adjustment for equity shares issued during the year — 17,534

18,87,90,060 18,24,07,594

Basic earning per share (Rs.) 5.05 8.98

b) Diluted earnings per shareProfit attributable to equity shareholders[as per working above] 9,536.32 16,371.29

9,536.32 16,371.29

Weighted average number of equity shares 18,87,90,060 18,24,07,594(As per working above)

Add: Increase in shares on account of dilutivepotential equity shares — 83,92,966

18,87,90,060 19,08,00,560

Diluted earning per share (Rs.) 5.05 8.58

26. The break-up of the deferred tax liability up to the year ended 31.03.2009 is as under:-(Rs. in lacs)

Liability/ (Asset) on account of For the period For the year Total uptoUpto 31.03.2008 Ended 31.03.2009 31.03.2009

Depreciation 10,481.75 3,367.17 13,848.92

Provision for doubtful debts/advances (164.00) (68.00) (232.00)

Disallowance under the Income Tax Act (140.00) 5.70 (134.30)

Diminution in value of Investment (0.08) (4.92) (5.00)

Net deferred tax liability (asset) 10,177.67 3,299.95 13,477.62

27. I. The Company has entered into the following derivative instruments:

a) The Company uses foreign currency/forward contracts to hedge its risks associated with foreign currency fluctuationsrelating to certain firm commitments and forecasted transactions. The Company does not use forward contracts forspeculative purposes.

94

The following are the outstanding Forward Exchange Contacts entered into by the Company as on 31st March, 2009 :

2008-09 2007-08

Particulars No. of US Dollar INR No. of US Dollar INRContracts Equivalent Equivalent Contracts Equivalent Equivalent

(in lacs) (in lacs) (in lacs) (in lacs)

Covers against exports 35 484.14 24,054.31 47 816.15 32,456.41Amount receivable inforeign currency on accountof the following:Sale of goods — — — — — —Amount payable in foreigncurrency on account of the following :Import of goods and services 207 6,092.11 3,06,943.84 80 4,325.61 1,72,904.38Loans and interest payable 48 1,745.67 88,000.16 29 918.70 36,811.53

2008-09 2007-08

Particulars No. of JPY INR No. of JPY INRContracts Equivalent Equivalent Contracts Equivalent Equivalent

(in lacs) (in lacs) (in lacs) (in lacs)

Amount payable in foreign currencyon account of the following :

Loans and interest payable 3 6,440.44 3,637.11 1 7058.53 2425.00

b) The Company also uses derivative contracts other than forward contracts to hedge the interest rate and currency riskon its capital account. The Company does not use these contracts for speculative purposes.

i) Option contracts to hedge against imports :

2008-09 2007-08

No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent

Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)

— — — — — —

ii) Coupon Rate Swap to hedge against fluctuations in interest rate :

2008-09 2007-08

No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent

Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)

— — — — — —

iii) Currency swaps to hedge against fluctuations in changes in exchange rate and interest rate :

2008-09 2007-08

No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent

Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)

— — — 1 100.00 3,932.00

iv) Options to hedge against exports :

2008-09 2007-08

No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent

Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)

— — — — — —

95

II. The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise aregiven below :

2008-09 2007-08

Particulars Foreign Currency INR Equivalent Foreign Currency INR EquivalentEquivalent (in lacs) (in lacs) Equivalent (in lacs) (in lacs)

Amount receivable in foreigncurrency on account of the following :

Sale of goods — — — —

USD 28.91 1,474.93

EURO 0.83 54.76

Sale of Merchandise (USD) 363.94 17,806.21 594.07 23,655.95

Bank Balance — — — —

Amount payable in foreign currencyon account of the following :

Import of goods and services 348.81 17,757.93 1,349.35 54,191.61

Purchase of Merchandise Exports 35.00 1,806.97 581.15 23,051.58

Loans and interest payable 60.75 3,108.21 21.30 855.63

Customer Advance — — — —

2008-09 2007-08

Particulars JPY Equivalent INR Equivalent JPY Equivalent INR Equivalent(in lacs) (in lacs) (in lacs) (in lacs)

Amount payable in foreigncurrency on account ofthe following :

Loans and interest payable — — 48.28 19.62

28. Figures pertaining to the subsidiary, associate and the trust, where the company is the beneficiary have been reclassifiedto bring them in line with parent Company’s financial statements.

29. Previous year figures have been regrouped wherever necessary.

As per report of even date attached For and on behalf of the Board of DirectorsFor and on behalf ofP.D.KUNTE & CO.,(Regd)Chartered Accountants KAILASH SHAHRA

Chairman

(D. P. SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRAPartner Company Secretary Vice President Managing DirectorMembership No. 40740 (Corporate Accounts)

Indore, August 29, 2009 Indore, August 29, 2009

96

CASH FLOW STATEMENT ANNEXED TO BALANCE SHEET AS AT 31ST MARCH, 2009

2008 - 09 2007 - 08(Rs. in lacs) (Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

A. CASH FLOW FROM OPERATING ACTIVITIESNet profit as per profit and loss account 15,717.85 26,391.34Adjustment for :Depreciation 8,577.45 7,475.14Interest paid 17,092.93 17,141.32Miscellaneous expenditure written off 4.59 3.63Employee Compensation expenses 38.76 —Provision for wealth tax 8.15 6.67Provision for Doubtful debts/Advances 200.36 406.54Goodwill writtten off — (0.50)Minority interest in Associate — 5.96Interest received (12,336.89) (7,159.81)Investment written off 0.10 —Dividend received (49.15) (51.52)Provision for Income Tax written off — 0.01Provision for Leave encashment / Gratuity 187.75 52.51Loss on sale of assets 21.07 5.09Loss on sale of Investments — 5.10Provision for diminution in investments 13.61 0.10Profit on sale of assets (90.35) (226.74)Profit on sale of investments (640.18) (61.35)

13,028.20 17,602.15Operating profit before adjusting for thechanges in working capital 28,746.05 43,993.49Adjustments for :Decrease/(increase) in inventories 69,241.09 (1,24,995.92)Increase in debtors (10,141.83) (22,807.05)Increase in other current assets

including loans and advances (20,242.97) (26,536.15)

Increase in liabilities 6,221.38 45,077.67 1,44,241.46 (30,097.66)

Cash flow from operations 73,823.72 13,895.83Taxes paid (net of refund) including dividend tax (7,031.16) (6,621.77)

NET CASH FROM OPERATING ACTIVITIES 66,792.56 7,274.06B. CASH FLOW FROM INVESTING ACTIVITIES

Interest received 12,336.89 7159.81Purchase of fixed assets (30,604.82) (19,947.54)Sale of fixed assets 897.65 329.58Purchase of investments (12,58,833.33) (1,57,975.76)Sale of investments 12,59,473.25 1,54,088.14Dividend received 49.15 51.52

NET CASH USED IN INVESTING ACTIVITIES (16,681.21) (16,294.25)C. CASH FLOW FROM FINANCING ACTIVITIES

Allotment money and premium received 12.00 7,220.31Issue of Preference shares (0.49) —Increase/(decrease) in secured/unsecured loans (13,835.16) 38,070.85Dividend paid (1,124.92) (1,056.44)Interest paid (17,092.93) (17,141.32)Intercorporate deposits (given/refunded) (144.11) (2,039.86)

NET CASH FROM FINANCING ACTIVITIES (32,185.61) 25,053.54

Net increase in cash and cash equivalents (A+B+C) 17,925.74 16,033.35

Opening balance of cash and cash equivalents 95,947.27 79,913.92Closing balance of cash and cash equivalents 1,13,873.01 95,947.27

Increase in cash or cash equivalents 17,925.74 16,033.35

As per report of even date attached For and on behalf of the Board of DirectorsFor and on behalf ofP.D.KUNTE & CO.,(Regd)Chartered Accountants KAILASH SHAHRA

Chairman

(D. P. SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRAPartner Company Secretary Vice President Managing DirectorMembership No. 40740 (Corporate Accounts)

Indore, August 29, 2009 Indore, August 29, 2009

97

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT 1956, RELATING TO THE INTEREST IN

THE SUBSIDIARY COMPANY

1. Name of the subsidiary company Ruchi Worldwide Ltd.

2. The Financial year of the subsidiary companyended on 31st March, 2009

3. Date from which it became subsidiary 10th August, 1996

4. (a) No. of shares held by Ruchi Soya Industries Ltd. 99,40,700 Equity Shares of Rs.10/- each(Holding Company) in the subsidiary company. fully paid up

(b) Extent of interest of Holding Company at theend of the financial year of the Subsidiary Company. 52.48%

5. Net aggregate amount, so far as it concerns themembers of Ruchi Soya Industries Limited and is not dealtwith in the Company’s accounts of the subsidiary’s profits:

(a) Profit / (loss) for the Subsidiary’s previous financial year. Rs.220.37 lacs

(b) Profit/(loss) for the previous financial yearsof the subsidiary since it became the Subsidiary ofRuchi Soya Industries Ltd. Rs. 1,134.87 lacs

6. Net aggregate amount of the Profits of the subsidiaryso far as those Profits are dealt with in Ruchi Soya IndustriesLimited’s accounts.

(a) For the Subsidiary’s financial year. –

(b) For the previous financial years, since it becamethe Subsidiary of Ruchi Soya Industries Ltd. Rs. 343.13 lacs

For and on behalf of the Board of Directors

KAILASH SHAHRAChairman

Place : Indore R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRADate : August 29, 2009 Company Secretary Vice President (Corporate Accounts) Managing Director

98

RUCHI WORLDWIDE LIMITED(A subsidiary company)

THIRTEENTH ANNUAL REPORT

2008-2009

Board of Directors : Mr. Dinesh Shahra

Mr. Naveen GuptaMr. S.P. Joshi

Registered Office : 408, Tulsiani Chambers,Nariman Point,Mumbai – 400 021

Bankers : ICICI Bank Limited

Oriental Bank of Commerce

Corporation Bank

Standard Chartered Bank

Yes Bank Limited

HDFC Bank Limited

Auditors : M.M. Singla & Co.

99

Dear Shareholders,

Your directors have pleasure in presenting the thirteenth Annual Report together with the audited statement of accounts of theCompany for the year ended 31st March, 2009 :

FINANCIAL RESULTS : 2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

Sales and other income 1,03,559.71 1,15,862.55

Profit before taxation 642.88 1,017.25

Provision for current tax 221.90 345.80

Taxation for earlier years — 10.96

Provision for deferred tax (0.05) (0.43)

Provision for fringe benefit tax 1.12 0.60

Profit after taxation 419.91 660.32

Balance brought forward from previous year 2,162.48 1,502.16

Amount available for appropriation 2,582.39 2,162.48

APPROPRIATION

Balance carried to Balance Sheet 2,582.39 2,162.48

DIVIDEND :

Your Directors express their inability to declare dividend on equity shares in order to plough back the profit and strengtheningthe networth of the Company.

OPERATIONS :

During the year under review, the sales and other income of the Company has been recorded as Rs.1,03,559.71 lacs as againstRs. 1,15,862.55 lacs in the previous financial year. The Company recorded profit after tax of Rs. 419.91 lacs as againstRs. 660.32 lacs in the previous year.

The performance of the Company for the financial year under review is affected by the slow-down in international market.

DIRECTORS :

Mr. Dinesh Shahra, Director of the Company retires by rotation in accordance with the provisions of Articles of Association ofthe Company and being eligible, offers himself for re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT :

As stipulated under Section 217(2AA) of the Companies Act, 1956, your directors subscribed to the “Directors’ ResponsibilityStatement” and confirm as under :

(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along withproper explanations relating to material departures;

(ii) that the Directors had selected appropriate accounting policies and applied them consistently, and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the endof the financial year 2008-09 and of the profit of the Company for that period;

Directors’ Report

100

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; and

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2009 on a ‘going concern’ basis.

PARTICULARS OF EMPLOYEES :

There being no employee who is in receipt of remuneration in excess of limits prescribed under Section 217 (2A) of theCompanies Act, 1956, the information required under the said Section is not furnished.

FIXED DEPOSITS :

The Company has not accepted any deposit from the public during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Since, the Company did not have any manufacturing activity during the year under review, the particulars of conservation ofenergy and technology absorption are not furnished.

During the year, the foreign exchange earned on export was Rs. 11,381.45 lacs (Previous year Rs. 24,304.61 lacs) and theforeign exchange outgo was Rs.71,933.90 lacs (Previous year Rs. 55,167.65 lacs).

AUDITORS :

The Auditors M/s M.M. Singla & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligiblefor re-appointment.

ACKNOWLEDGMENT :

Your directors place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders,Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors alsoexpress their appreciation for the dedicated and sincere services rendered by employees of the Company.

For and on behalf of the Board of Directors

Place : Mumbai DINESH SHAHRADate : 22nd August, 2009 Director

101

Auditors’ Report

THE MEMBERS OF RUCHI WORLWIDE LIMITED

We have audited the attached Balance Sheet of Ruchi Worldwide Ltd. as at 31st March, 2009 , the Profit & Loss Account and theCash Flow Statement for the year ended on that date annexed thereto. These Financial statements are the responsibility of thecompany management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.

2. As required by Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) Order,2004,(‘the Order’) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, weenclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the annexure referred to in paragraph 2 above, we report that :

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessaryfor the purpose of our audit.

b) In our opinion proper books of accounts as required by law have been kept by the company, so far as appears fromour examination of the books.

c) The Balance Sheet, the Profit and Loss Account and Cash Flow Statement referred to in this report are in agreementwith the books of account.

d) In our opinion, the Profit & Loss account, Balance Sheet and Cash Flow Statement dealt with by this report complywith the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the Directors of the Company and taken on record by the Boardof Directors, we report that no Directors are disqualified as at 31st March, 2009 from being appointed as Directors interms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said BalanceSheet, Profit & Loss Account and Cash Flow Statement read with notes thereon give the information required by theCompanies Act, 1956 in the manner so required and give a true and fair view.

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2009.

ii) In the case of Profit & Loss Account, of the profit of the company for the year ended on that date and;

iii) In the case of Cash Flow Statement of the Cash Flows for the year ended on that date.

For M.M.Singla & Co.Chartered Accountants

(MURLI M.SINGLA)Place : Mumbai ProprietorDate : 22nd August, 2009 (Membership No. 40366)

102

ANNEXURE REFERRED TO IN PARAGRAPH (1) OF THE AUDITORS’ REPORT ON THE ACCOUNTS OF RUCHI

WORLDWIDE LTD. FOR THE YEAR ENDED 31ST MARCH, 2009.

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixedassets. We are informed that during the year, these assets were physically verified by the management and no seriousdiscrepancies have been noticed on such verification.

2. As the company has not disposed off any fixed assets during the year, paragraph 4(i)(c) of the Order is not applicable.

3. We have been informed that the inventories have been physically verified by the management during the year. In ouropinion, the frequency of verification is reasonable, except for stocks lying with third parties at the year end, which hasbeen confirmed by them.

4. The procedure of physical verification of inventories followed by the management are reasonable and adequate inrelation to the size of the company and the nature of its business.

5. The discrepancies noticed on physical verification of inventories as compared to the book records which have beenproperly dealt with in the books of account, were not material.

6. According to the information and explanations given to us, the company has neither granted nor taken any loan, securedor unsecured to/from companies, firms or other parties covered in the register maintained under Section 301 of theCompanies Act, 1956.

7. In our opinion, there is an adequate internal control procedure commensurate with size of the company and the natureof its business for the purchases of stock in trade and sale of goods. During the course of our audit, no major weakness hasbeen noticed in the internal control.

8. a. In our opinion and according to the information and explanations given to us, the transactions for the year thatneeded to be entered in the register maintained under section 301 of the Companies Act, 1956, have been soentered.

b. These transactions have been made at prices which are reasonable having regard to the prevailing market prices atthe relevant time.

9. According to the information and explanations given to us, the company has not accepted any deposit from the public towhich provisions of section 58A and 58AA of the Companies Act, 1956 and the rules made thereunder apply.

10. The company has an internal audit system commensurate with its size and nature of its business.

11. The maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 is not applicable to the Company.

12. As informed to us, the provisions of Employees Provident Fund Act, 1952, are not applicable to the Company for the yearunder report.

13. a. There are no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty as at31st March, 2009, which are outstanding for a period of more than six months from the date they become payable.

b. As at 31st March 2009, following disputed statutory dues aggregating to Rs. 220 lacs have not been deposited onaccount of matters pending before the appropriate authorities.

103

Name of the Statute Nature of dues is pending Forum where dispute Amount disputedis pending (Rs. in lacs)

Customs Act Customs Duty High Court 220

14. The Company does not have any accumulated losses and has not incurred any cash losses during the current financialyear and the immediately preceding financial year.

15. Based on examination of the books of account and related records and according to the information and explanationsprovided to us, the company has not defaulted in repayment of dues to the banks.

16. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures andother securities.

17. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

18. The Company does not deal or trade in shares, securities, debentures and other investments.

19. According to the information and explanations given to us, the Company has not given any guarantee for loans taken byothers from bank or Financial Institutions.

20. In our opinion and according to the information and explanations given to us, the working capital loan raised during theyear have been applied for the purpose for which they were raised.

21. According to the information and explanations given to us and on an overall examination of the Balance Sheet and CashFlows of the Company, we report that the Company has not utilized funds raised on short-term basis for long terminvestment and vice-versa.

22. The Company has not issued any debentures during the year .

23. During the year, since the Company has not raised money by way of public issue, paragraph 4(xx) of the Order is notapplicable.

24. According to the information and explanations given by the Management, we report that, no fraud on or by the Companyhas been noticed or reported during the course of our audit for the year ended 31st March, 2009.

25. We have given our comments on the clauses which are applicable to the company.

For M.M.Singla & Co.Chartered Accountants

(MURLI M.SINGLA)Place : Mumbai ProprietorDate : 22nd August, 2009 (Membership No. 40366)

104

Balance SheetAS AT 31ST MARCH, 2009

Sch. 2008-2009 2007-2008No. (Rs. in lacs) (Rs. in lacs)

I. SOURCES OF FUNDS

1. Shareholders’ Funds

a. Share Capital 1 1,894.07 1,894.07

b. Reserves & Surplus 2 2,607.35 2,187.44

2. Loan Funds

a. Secured Loans 3 1,472.07 6,025.50

b. Unsecured Loans 4 11,593.34 37,001.63

17,566.83 47,108.64

II. APPLICATION OF FUNDS

1. Fixed Assets 5

a. Gross Block 29.84 21.38

b. Less : Depreciation (17.11) (15.59)

c. Net Block 12.73 5.79

2. Current Assets, Loans & Advances

a. Sundry Debtors 6 25,498.13 14,214.39

b. Cash & Bank Balances 7 12,385.52 38,048.75

c. Loans and Advances 8 3,707.34 4,457.79

d. Inventories 9 1,685.15 8,036.10

43,276.14 64,757.03

Less : Current Liabilities & Provisions

a. Current Liabilities 10 24,894.88 17,051.89

b. Provisions 11 831.63 607.70

25,726.51 17,659.59

Net Current Assets 17,549.63 47,097.44

3. Net Deferred Tax Asset 0.53 0.48

4. Miscellaneous Expenditure 12 3.94 4.93(To the extent not written off or adjusted)

17,566.83 47,108.64

NOTES TO THE ACCOUNTS 16

As per our report of even date attached For and on behalf of the Board of Directors

For M. M. SINGLA & CO. DINESH SHAHRAChartered Accountants Director

(MURLI M. SINGLA) NEERAJ JAINProprietor Company Secretary S.P. JOSHI(Membership No. 40366) Director

Mumbai, 22nd August, 2009 Mumbai, 22nd August, 2009

105

Profit & Loss AccountFOR THE YEAR ENDED 31ST MARCH, 2009

Sch. 2008-2009 2007-2008No. (Rs. in lacs) (Rs. in lacs)

INCOME

Sales & Other Income 103,559.71 115,862.55

Increase/(Decrease) in Stock (6,483.52) 6,960.14

97,076.19 122,822.69

EXPENSES

Purchases 95,808.89 120,565.90

Material consumed 13 642.07 —

Other expenses 14 766.47 1,456.73

Interest (Net) 15 (785.64) (219.34)

Depreciation 1.52 2.15

96,433.31 121,805.44

Profit before taxation 642.88 1,017.25

Provision for taxation 221.90 345.80

Provision for taxation for earlier years — 10.96

Provision for deferred tax (0.05) (0.43)

Provision for fringe benefit tax 1.12 0.60

Profit after taxation 419.91 660.32

Balance brought forward from previous year 2,162.48 1,502.16

Profit available for appropriation 2,582.39 2,162.48

Balance carried to Balance Sheet 2,582.39 2,162.48

2,582.39 2,162.48

Earning per share (Basic and diluted in Rs.) 2.22 3.49(See Note no. 16 of Schedule 16)

NOTES TO THE ACCOUNTS 16

As per our report of even date attached For and on behalf of the Board of Directors

For M. M. SINGLA & CO. DINESH SHAHRAChartered Accountants Director

(MURLI M. SINGLA) NEERAJ JAINProprietor Company Secretary S.P. JOSHI(Membership No. 40366) Director

Mumbai, 22nd August, 2009 Mumbai, 22nd August, 2009

106

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2009 AND

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 20092008-2009 2007-2008(Rs. in lacs) (Rs. in lacs)

SCHEDULE 1 : SHARE CAPITALAuthorised1,90,00,000 Equity Shares (Previous year 1,90,00,000 EquityShares) of Rs. 10/- each. 1,900.00 1,900.00

1,900.00 1,900.00

Issued, Subscribed & Paid up1,89,40,700 Equity Shares (Previous year 1,89,40,700 EquityShares) of Rs.10/- each. 1,894.07 1,894.07

[99,40,700 Equity Shares (Previous year 99,40,700 EquityShares) of Rs.10/- each held by the holding Company i.e.Ruchi Soya Industries Ltd. & its nominees]

1,894.07 1,894.07

SCHEDULE 2 : RESERVES & SURPLUSGeneral Reserve 24.96 24.96Profit and Loss Account 2,582.39 2,162.48

2,607.35 2,187.44

SCHEDULE 3 : SECURED LOANSShort term borrowings from Banks 1,472.07 6,025.50

(Secured by pari-passu charge by way of hypothecation of stocksand book debts, personal guarantee of a director & corporateguarantee of holding company) [Repayable within one YearRs.1,472.07 lacs (Previous year Rs. 6,025.50 lacs)]

1,472.07 6,025.50

SCHEDULE 4 : UNSECURED LOANSShort term advances (Refer Note no. 12 of Schedule 16)

[Includes amount due to holding company Rs. 19.48 lacs(Previous year Rs. Nil)] 11,593.34 37,001.63

11,593.34 37,001.63

2008-2009 2007-2008(Rs. in lacs) (Rs. in lacs)

SCHEDULE 6 : SUNDRY DEBTORS(Debts considered good)

Over six months 12.96 112.36Other debts 25,485.17 14,102.03

[includes amount due from holding companyRs. 115.39 lacs (Previous year Rs.Nil)]

25,498.13 14,214.39

SCHEDULE 5 : FIXED ASSETS (Rs. in lacs)

GROSS BLOCK DEPRECIATION NET BLOCK

Particulars As on As on Upto For the Upto As at As at1.4.2008 Additions 31.3.2009 31.3.2008 year 31.3.2009 31.3.2009 31.3.2008

Office Equipment 12.25 0.62 12.87 8.86 0.66 9.52 3.35 3.39

Furniture & Fixtures 2.10 0.00 2.10 1.67 0.13 1.80 0.30 0.43

Vehicles 7.03 7.84 14.87 5.06 0.73 5.79 9.08 1.97

Total 21.38 8.46 29.84 15.59 1.52 17.11 12.73 5.79

Previous year 19.36 2.02 21.38 13.44 2.15 15.59 5.79

107

2008-2009 2007-2008(Rs. in lacs) (Rs. in lacs)

SCHEDULE 7 : CASH & BANK BALANCES

Cash in hand 2.19 0.48

Balance with scheduled banks :

i) In Current Accounts 512.70 275.20

ii) In Deposit Accounts 11,870.63 37,773.07(Refer Note no. 12 of Schedule 16)

12,385.52 38,048.75

SCHEDULE 8 : LOANS AND ADVANCES

Deposits 93.75 99.19

Advance Income Tax (including TDS) 1,069.77 624.66

Other advances recoverable in cash or in kindor for the value to be received 2,543.82 3,733.94

3,707.34 4,457.79

SCHEDULE 9 : INVENTORIES

(Valued at lower of cost and net realisable value)Raw material 132.57 —Finished goods 1,552.58 8,036.10

1,685.15 8,036.10

SCHEDULE 10 : CURRENT LIABILITIES

Sundry Creditors 24,676.57 15,563.68

[includes amount due to holding companyRs. Nil (Previous year Rs. 206.66 lacs)]

Other Liabilities 218.31 1,488.21

24,894.88 17,051.89

SCHEDULE 11 : PROVISIONS

Provision for Taxation 829.25 606.23

Provision for Gratuity 2.38 1.47

831.63 607.70

SCHEDULE 12 : MISCELLANEOUS EXPENDITURE(To the extent not written off or adjusted)

Registration Fees & Stamp Duty 4.93 6.16

Less : Written off 0.99 1.23

3.94 4.93

SCHEDULE 13 : MATERIAL CONSUMED

Raw Material

Opening stock — —

Add : Purchases 774.64 —

Less : Closing stock 132.57 —

642.07 —

108

SCHEDULE – 16 : NOTES TO THE ACCOUNTS

1. Significant Accounting Policies :

a. Accounting Convention :

The Accounts have been prepared on historical cost basis.

b. Revenue Recognition :

The company follows mercantile system of accounting and recognises income and expenditure on accrual basis.

c. Valuation of Inventories :

Inventories, other than realisable by-products, are valued at lower of cost and net realisable value. The cost isarrived at on moving average basis. The cost of manufactured products includes therein direct costs, productionoverheads and depreciation. Realisable by products are valued at net realisable value. Cost of trading items includestherein cost of purchase & other costs of acquisition attributable thereto.

d. Depreciation is provided on straight line basis at the rates prescribed in Schedule XIV to the Companies Act, 1956.Depreciation is provided on pro-rata basis with reference to the month of addition/ installation/ disposal of assets,except for low value items costing Rs 0.05 Lacs or less which are written off fully in the year of purchase.

e. Foreign Currency Transactions :

(i) Transactions in foreign currency are accounted at the exchange spot rate prevailing on the date of the transaction.Year end receivables and payables are translated at year end rate of exchange. The difference on account offluctuation in the rate of exchange is recognised in the profit and loss account. In case of sales and purchasesthe same is included under the respective heads.

(ii) In case of forward exchange contracts, premium/discount arising at the inception of the contracts is spreadover the life of the contracts. Exchange fluctuation on such contracts is recognized in the profit & loss accountin the year in which there is a change in exchange rates.

f. In respect of gratuity, the company has taken Group Gratuity cum Life Assurance Policy of Life Insurance Corporationof India to cover its gratuity liability. Accordingly, the premium payable/ paid to Life Insurance Corporation of Indiais charged to the Profit and Loss Accounts.

g. Provision for tax is made for both current and deferred taxes.Provision for current income tax is made on the currenttax rates based on assessable income. The Company provides for deferred tax based on the tax effect of timingdifferences resulting from the recognition of items in the financial statements and in estimating its current tax

2008-2009 2007-2008(Rs. in lacs) (Rs. in lacs)

SCHEDULE 14 : OTHER EXPENSESProcessing Charges 16.56 —Salary 48.34 29.67Freight, Clearing & Forwarding expenses on sales 328.09 946.90Export Expenses 51.19 264.11Rent, Rates and Taxes 138.66 57.97Travelling & Conveyance Expenses 11.40 5.00Repairs and Maintenance 3.43 0.23Legal & Professional Fees 23.01 17.08Insurance 46.95 52.48Brokerage on sales 77.70 59.32Audit Fees 1.00 0.75Miscellaneous Expenses 16.52 20.42Registration Fees & Stamp Duty Expenses written off 0.99 1.23Telephone & Postage 2.63 1.57

766.47 1,456.73

SCHEDULE 15 : INTEREST (Net)Interest 677.93 978.81Less : Interest received 1,463.57 1,198.15

[Tax deducted at source Rs.345.01 lacs (Previous year Rs. 237.04 lacs)] (785.64) (219.34)

109

provision. The effect on deferred taxes of a change in tax rate is recognized in income in the period that includesthe enactment date.

h. Employee benefits are recognized in accordance with revised Accounting Standard 15 as under :

(i) Short term employee benefits are recognized as expenses in the profit and loss account of the year in whichservice is rendered.

(ii) Contribution to defined contribution schemes such as Provident Fund, Family Pension Fund and SuperannuationFund are charged to the profit and loss accounts.

(iii) The defined benefit obligations in respect of gratuity and leave encashment are recognized on the basis ofvaluation done by an independent actuary applying Project Unit Credit Method. The actuarial gain / lossarising during the year are recognized in the profit and loss account of the year.

2. Contingent Liabilities not provided for :

No Provision has been made for Rs. 220 lacs (Previous year Rs. 220 lacs) being the amount in respect of which thecompany has received demand notice from custom authorities, which has been disputed by the company. On a writpetition filed by the company, the Honourable High Court of Madras has granted a stay order in favour of the Company.The company has been advised that this demand has been incorrectly raised and is not payable.

3. Details of Raw Material Consumed : 2008-2009 2007-2008

Qty. (M.T.) (Rs. in lacs) Qty. (M.T.) (Rs. in lacs)

a Raw Material ConsumptionRaw Coffee 1,067.948 642.07 — —

b Consumption of imported & indigenous raw material and percentage of each to the consumption.

2008-2009 2007-2008 Value % Value %

(Rs. in lacs) (Rs. in lacs)

Imported — — — —

Indigenous 642.07 100% — —

4. Details of Licensed and Installed Capacity, Production, Sales, Purchases and Stock.2008-2009 2007-2008Qty. (M.T.) Qty. (M.T.)

a Licensed Capacity

Oil N.A. N.A.

b Installed Capacity

Oil — —c Production (done by others for the Company)

Coffee 642.000 —

2008-2009 2007-2008Qty. (M.T.) (Rs. in lacs) Qty. (M.T.) (Rs. in lacs)

d. OPENING STOCK

Cotton 8,289.751 5,034.79 1,451.484 775.78

Grains 13,604.800 2,833.54 1,195.017 300.18

Coffee 203.000 167.77 — —

8,036.10 1,075.96

e. PURCHASES

Oils 1,93,778.430 79,745.27 2,67,845.377 88,446.81

Cotton 9,870.216 6,650.24 45,500.731 25,929.14

Grains 28,840.969 7,577.25 26,600.003 5,394.48

Coffee 3,273.256 2,610.77 778.890 795.47

96,583.53 1,20,565.90

110

f. SALES

Oils 1,93,778.430 80,000.24 2,67,845.377 88,832.25Cotton 17,014.830 11,167.07 38,662.464 23,434.67

Grains 40,426.914 10,070.69 14,190.220 3,020.02Coffee 2,696.260 2,299.00 575.890 571.43

1,03,537.00 1,15,858.37

g. CLOSING STOCK

Cotton 1,145.137 650.48 8,289.751 5,034.79Grains 2,018.855 473.61 13,604.800 2,833.54Coffee 779.996 561.06 203.000 167.77

1,685.15 8,036.10

Note : Sales & Purchases quantity include shortages & excess, if any.

5. Deferred Tax:(Asset) / Liability Deferred tax Current Deferred Tax

Charges/(Credit) (Asset)/Liability (Assets)/LiabilityAs on 01.04.2008 As on 31.03.2009

(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

Deferred tax liabilityDifference between book and 0.48 0.05 0.53Income tax depreciationDeferred tax assetsDisallowance under section 43 B Nil Nil Nil

and other disallowancesDeferred tax Assets (Net) 0.48 0.05 0.53

In accordance with Accounting Standard 22 “Accounting for Taxes on Income“ issued by the Institute of CharteredAccountants of India, the Company has provided for deferred tax liability during the year. This has resulted in a debit todeferred tax of Rs. 0.05 lac (Previous year Rs. 0.42 lac) for the year and net profit for the year is higher by the sameamount.The Company has adopted revised Accounting Standard 15 (AS-15) Employee Benefits issued by the Institute of CharteredAccountants of India. Consequently, additional liability amounting to Rs. Nil [Previous year Rs. 0.14 lac (net of deferredtax of Rs. 0.07 lac)] in respect of gratuity has been debited/ credited to the General Reserve.

6. The Company has adopted the revised Accounting Standard on Employee Benefits. The following disclosures are madeas required under AS 15.

Gratuity(Rs. in lacs)

Change in obligation during the year ended 31st March, 2009Obligation at the beginning of the year 1.77Service cost 0.37Interest Cost 0.17Actuarial (Gains)/Losses 0.76Benefits payments —Obligations at the end of the year 3.07

Change in the fair value of plan assetsFair value of plan assets at the beginning of the year 3.46Expected return on plan assets 0.28Contributions 0.07Benefits paid —Actuarial (Gains)/Losses 0.04

Fair value of plan assets at the end of the year 3.85

2008-2009 2007-2008Qty. (M.T.) (Rs. in lacs) Qty. (M.T.) (Rs. in lacs)

111

Amount recognized in balance sheetPresent value of defined benefit obligation at the end of the year 3.07Fair value of plan assets at the end of the year 3.85Liability recognized in balance sheet 0.78Balance sheet reconciliationNet liability at the beginning of the year (1.69)Expenses recognized during the year 0.98Contributions during the year (0.07)Net liability as at the end of the year (0.78)Amounts recognized in the profit and loss accountCurrent service cost 0.37Interest cost 0.17Expected return on plan assets for the year (0.28)Actuarial (Gains)/Losses 0.72Expenditure recognized in the profit and loss account 0.98Actual return on plan assetsExpected return on plan assets for the year 0.28Actuarial (Gains)/Losses 0.04Actual return on plan assets 0.32Percentage of each category of plan assets to fair value of plan assetsInsurer managed funds 3.85Actuarial assumptionsDiscount Rate Current 8%Salary escalation Current 6%Rate of return on plan assets Current 8%

Other disclosuresa. Gratuity is payable to all employees at the rate of 15 days salary for each year of service subject to a maximum of

Rs 3.50 lacs.b. Salary escalation is considered as advised by the company which is in line with the industry practice considering

promotion and demand and supply of the employees.7. Audit Fees paid to auditor Rs. 1.00 lac (Previous year Rs. 0.75 lac).8. Balance of Sundry creditors, sundry debtors and advances are partly confirmed.9. CIF value of imports is Rs. 71,734.36 lacs (Previous year Rs. 55,167.41 lacs). Expenditure in foreign currency for export

Rs. 199.54 lacs (Previous year Rs. 0.24 lac).10. FOB Value of exports is Rs. 11,284.26 lacs (Previous year Rs. 24,254.73 lacs). Income in foreign currency for claim &

settlement is Rs. 97.19 lacs (Previous year Rs. 49.88 lacs).11. In the opinion of Board of directors, the current assets, loans and advances have value on realisation in the ordinary

course of business, at least equal to the amount at which they are stated in the Balance Sheet.12. During the year, the company has availed buyers’ credit. The amount as of date is Rs. 11,573.86 lacs (Previous year

Rs. 37,001.63 lacs) outstanding on account of buyers’ credit as at 31st March 2009, is guaranteed by banks against fixeddeposit of Rs. 11,849.00 lacs (Previous year Rs. 37,750.00 lacs) placed with them. In the balance sheet, the said amountof Rs. 11,573.86 lacs has been included under unsecured loan in Schedule no. 4 and the aforesaid fixed deposit areincluded under bank balances with schedule banks in deposit account in schedule no. 7.

13. The Company is engaged in merchandising activities. No other activity qualifies as a reportable segment in terms ofAS – 17 issued by the Institute of Chartered Accountants of India. Hence, the disclosure requirement of AS – 17 is notapplicable.

14. Disclosure of Related party transactions as per AS-18 :List of Related Parties and RelationshipsParty Name Relation1) Holding and Subsidiary Companies

Ruchi Soya Industries Ltd Holding Company2) Entities where individuals having significant influence over the Company :

a) Shiva Foundationb) Sunshine Oleochem Limitedc) RIFL Energy Pvt. Ltd.d) Soyumm Marketing Pvt. Ltd.

112

Particulars of Transactions with Related Parties : 2008-09 2007-08(Rs. in lacs) (Rs. in lacs)

Sale of Goods 46,534.13 50,724.20Amount Receivable 95.91 —Amount Payable — 206.66Unsecured Loan 19.48Sundry Debtors 115.39

15. Earning Per Share 2008-09 2007-08A) Weighted Average number of Equity Shares of Rs 10/- each :

Equity Shares as at the beginning of the year 1,89,40,700 1,89,40,700Adjustment for shares issued during the year Nil NilWeighted average number of Equity Shares 1,89,40,700 1,89,40,700

B) Profit after tax and attributable to Equity Shareholders (Rs. in lacs) 419.91 660.32C) Basic & diluted earning per share (Rs.) 2.22 3.49

16. I. Information relating to derivative instruments :The Company uses foreign currency/forward contracts to hedge its risks associated with foreign currency fluctuationsrelating to certain firm commitments and forecasted transactions. The company does not use forward contracts forspeculative purposes.The following are the outstanding Forward Exchange Contracts entered into by Company as on 31st March, 2009 :

No. of Contracts USD Equivalent INR Equivalent(in lacs) (in lacs)

2008-2009 2007-2008 2008-2009 2007-2008 2008-2009 2007-2008

Amount Payable in foreign currencyOn account of the following :Import of goods and services 24 7 464.18 264.79 23,314.29 10,552.07Loans and interest payable 5 18 231.00 949.70 11,760.89 37,954.69Covers against Exports 14 25 47.86 192.63 2,382.99 7687.24

II. Foreign exchange currency exposure not covered by derivative instrument or otherwise are given below :Amount payable in foreign currency on account of the following :

US Dollar Equivalent INR Equivalent(in lacs) (in lacs)

2008-2009 2007-2008 2008-2009 2007-2008Import of goods and services 56.68 5.81 2899.71 233.31Loans and interest payable 0.85 —- 43.51 —

17. Disclosures pursuant to Clause 32 the Listing Agreements :a. Loans & advance in the nature of loans to subsidiary : Not Applicableb. Loans & advance in the nature of loans to associates : Nilc. Loans & advances in the nature of loans where there is no repayment

schedule or repayment beyond seven years. : Nild. Loans & advances in the nature of loans where there is no interest or

interest below section 372 A of the Company Act, 1956. : Nile. Loans & advances in the nature of loans to companies in which directors

are interested. : Nilf. Investment by the loanee in the shares of Company, when the company

has made a loan or advance in the nature of loan. : Nil18. Previous year's figures have been regrouped, wherever necessary.19. Additional information as required under part IV of schedule VI to the Companies Act, 1956 is attached.

As per our report of even date attached For and on behalf of the Board of Directors

For M. M. SINGLA & CO. DINESH SHAHRAChartered Accountants Director

(MURLI M. SINGLA) NEERAJ JAINProprietor Company Secretary S.P. JOSHI(Membership No. 40366) Director

Mumbai, 22nd August, 2009 Mumbai, 22nd August, 2009

113

CASH FLOW STATEMENT ANNEXED TO BALANCE SHEET AS AT 31ST MARCH, 2009

2008-2009 2007-2008

(Rs. in lacs) (Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

A. CASH FLOW FROM OPERATING ACTIVITIES

Net profit as per profit and loss account 642.88 1,017.25

Adjustment for :

Depreciation 1.52 2.15

Interest paid 677.93 978.81

Provision for Gratuity 0.91 1.69

Miscellaneous expenditure written off 0.99 1.23

Interest received (1,463.57) (1,198.15)

Provision for Income Tax written off — 0.01

(782.22) (214.26)

Operating profit before adjusting for thechanges in working capital (139.34) 802.99

Adjustments for :

Decrease/(increase) in inventories 6,350.95 (6,960.14)

Increase in debtors (11,283.74) (233.61)

Decrease/(increase) in other current assetsincluding loans and advances 1,195.56 (2,977.90)

Increase in liabilities 7,842.99 5,570.94

4,105.76 (4,600.71)

Cash flow from operations 3,966.42 (3,797.72)

Taxes paid (net of refund) (445.11) (257.96)

NET CASH FROM OPERATING ACTIVITIES 3,521.31 (4,055.68)

B. CASH FLOW FROM INVESTING ACTIVITIES

Interest received 1,463.57 1,198.15

Purchase of fixed assets (8.46) (2.02)

NET CASH USED IN INVESTING ACTIVITIES 1,455.11 1,196.13

C. CASH FLOW FROM FINANCING ACTIVITIES

Increase/(decrease) in secured/unsecured loans (29,961.72) 29,089.70

Interest paid (677.93) (978.81)

NET CASH FROM FINANCING ACTIVITIES (30,639.65) 28,110.89Net increase/(decrease) in cash andcash equivalents (A+B+C) (25,663.23) 25,251.34

Opening balance of cash and cash equivalents 38,048.75 12,797.41

Closing balance of cash and cash equivalents 12,385.52 38,048.75

Increase/(decrease) in cash or cash equivalents (25,663.23) 25,251.34

As per our report of even date attached For and on behalf of the Board of Directors

For M. M. SINGLA & CO. DINESH SHAHRAChartered Accountants Director

(MURLI M. SINGLA) NEERAJ JAINProprietor Company Secretary S.P. JOSHI(Membership No. 40366) Director

Mumbai, 22nd August, 2009 Mumbai, 22nd August, 2009

114

BALANCE SHEET ABSTRACT AND THE COMPANY’S GENERAL BUSINESS PROFILE

I. Registration details :State code 1 1

Registration Number (CIN) U15499MH1996PLC100016

Balance Sheet Date 3 1 0 3 2 0 0 9

Date Month YearII. Capital raised during the year (Amount in lacs)

Public Issue Initial & Right Issue

N I L N I L

Bonus Issue Private Placement

N I L N I L

III. Position of mobilisation and deployment of funds (Amount in lacs)

Total Liabilities Total Assets

1 7 5 6 6 . 8 3 1 7 5 6 6 . 8 3

Sources of FundsPaid-up Capital Reserve and Surplus

1 8 9 4 . 0 7 2 6 0 7 . 3 5

Secured Loans Unsecured Loans

1 4 7 2 . 0 7 1 1 5 9 3 . 3 4

Application of FundsNet Fixed Assets Investments

1 2 . 7 3 N I L

Net Current Assets Misc. Expenditure

1 7 5 4 9 . 6 3 3 . 9 4

Deferred Tax Asset

0 . 5 3

IV. Performance of the Company (Amount in lacs)

Sales and Other Income Total Expenditure

1 0 3 5 5 9 . 7 1 1 0 2 9 1 6 . 8 3

Profit Before Tax Profit After Tax

6 4 2 . 8 8 4 1 9 . 9 1

Earning per share (Rs.) Dividend Rate (%)

2 . 2 2 N I L

V. Generic Names of principal / services of the Company (as per monetary terms)

Item Code No. (ITC Code) Not applicable

Product Description Not applicable

As per our report of even date attached For and on behalf of the Board of Directors

For M. M. SINGLA & CO. DINESH SHAHRAChartered Accountants Director

(MURLI M. SINGLA) NEERAJ JAINProprietor Company Secretary S.P. JOSHI(Membership No. 40366) Director

Mumbai, 22nd August, 2009 Mumbai, 22nd August, 2009

115

ATTENDANCE SLIP

RUCHI SOYA INDUSTRIES LIMITED

Registered Office : 408, Tulsiani Chambers, Nariman Point, Mumbai - 400 021

(PLEASE COMPLETE THIS SLIP AND HAND IT OVER AT THE ENTRANCE OF MEETING HALL)

TWENTY THIRD ANNUAL GENERAL MEETING

at Sunville Deluxe Pavilion, Sunville Building, 9, Dr. Annie Besant Road, Worli, Mumbai - 400 018 on Wednesday,September 30, 2009 at 10.30 a.m.

Member’s Name (in capital letters) .........................................................................................................................................

Folio No. ................................................................ No. of Shares held...............................................................................

Member’s Signature

Proxy’s Name (in capital letters) ...........................................................................................................................................

Proxy’s Signature

————————————————————————— CUT HERE ——————————————————————

PROXY

RUCHI SOYA INDUSTRIES LIMITED

Registered Office : 408, Tulsiani Chambers, Nariman Point, Mumbai - 400 021

I/We..................................................................................................................................................................of

........................................................................................................................................................................................................

being a member/s of the Company, hereby appoint .................................................................................................

of ............................................................................... in District of .......................................................................

or failing him.................................................. of ............................................. in the District of ..............................................

or failing him........................................... of ......................................... in the District of ........................................

as my/our Proxy to vote for me / our behalf at the Twenty Third Annual General Meeting of the Company to be held onWednesday, September 30, 2009 and at any adjournment thereof.

My/Our Registered Folio No.is .............................................................................

Signed this ...................................... day of ............................................. 2009.

————————————————————————— CUT HERE ——————————————————————

BANK MANDATE PARTICULARS

RUCHI SOYA INDUSTRIES LIMITED

Registered Office : 408, Tulsiani Chambers, Nariman Point, Mumbai – 400 021Dear Shareholders,

The Board of Directors has recommended a dividend of 25% on equity shares for the financial year 2008-2009.Members, holding shares in physical mode, may provide the particulars mentioned below and confirm to avail ElectronicClearance Services (ECS) for payment of dividend declared, if any.It may be noted that payment of dividend declared, if any to the members holding shares in dematerialised form will bethrough ECS based on their particulars noted with depository participants. Such members need not to provide theunder-mentioned particulars.Please fill in the following particulars and send to the Company or its Registrar and Share Transfer Agent.

I/We opt for payment of dividend declared, if any for the financial year 2008-2009 by way of electronic credit to my/our bankaccount, the particulars of which and my/our shareholding are as under :

1. Folio Number : —————————————————————————

2. Name & Address : —————————————————————————

3. No. of shares held : —————————————————————————

4. Name & Address of Bank : —————————————————————————

5. MICR Code (9 digits code) : —————————————————————————

6. Type and Number of Account :————————————————————————————————————

Member’s Signature

RevenueStamp

✄