Directors Report of Raj Oil Mills Ltd.

Mar 31, 2024

Your Directors are pleased to present 22^nd Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

(Rs in Lakhs)
Particulars	2023-2024 (in Rs.)	2022-2023 (in Rs.)
Revenue from Operations	12,471.80	14,035.57
Other Income	280.30	98.41
Total Income	12,752.10	14,133.98
Total Expenses	12,576.94	13,873.73
Profit/(Loss) for the year before taxation	175.16	260.25
Tax Expenses
(a) Current Tax	-	-
(b) Deferred Tax	(4.39)	(17.76)
Profit/(Loss) after Tax	170.77	242.48
Earnings Per Share
Basic	1.14	1.62
Diluted	1.14	1.62

COMPANY''S PERFORMANCE

Your Company''s total income during the year under review was Rs. 12,471.80 Lakhs as compared to Rs. 14,035.57 Lakhs in the previous year. The Profit after tax was Rs. 170.77 Lakhs as compared to Rs. 242.48 Lakhs in the previous year.

2. STATE OF COMPANY''S AFFAIRS

Operating revenue is at Rs. 12,752.10 Lakhs in the Financial Year ended 2023-24 as compared to Rs. 14,133.98 Lakhs in Financial Year 2022-23. The Net profit after tax and depreciation during the FY 2023-24 is Rs. 170.77 Lakhs as compared to profits of Rs. 242.48 Lakhs during the last financial year.

3. DIVIDEND

Your Directors wish to conserve resources for future expansion and growth of the Company. Hence, no dividend has beendeclared by the Directors during the Financial Year 2023-24.

4. SHARE CAPITAL

During the share capital of the Company is as follows:

The Authorized Share Capital of Company Rs. 160,00,00,000/-.

The paid-up Equity Share Capital of the Company as on 31st March, 2024 is Rs. 14,98,86,840/- divided into 1,49,88,684 shares of Rs. 10/- each.

5. TRANSFER TO RESERVES

During the year under review, your Company has no amount that is proposed to be transferred to the general reserves out of the net profits of the Company for the financial year 2023-24.

6. PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to the Resolution approved by the Hon''ble National Company Law Tribunal vide its Order dated April 19, 2018, the Company is making the payment of 100% of the principal amount due to fixed deposits holders who has submitted their claims upto an amount not exceeding Rs. 5,36,00,000/- as originally approved under the approved Resolution Plan. Further, in compliance with approved resolution plan the outstanding Public Deposits as on March 31, 2024 is Rs. 65,15,396/-

However, there are certain Fixed Deposit holders who are not traceable and thus the Company has been not able to make payment for those Fixed Deposit Holders. The Company has filed an Application to the Hon''ble NCLT seeking directions for payments required to be made in relation to the outstanding amount standing in respect of such nontraceable unsecured operational creditors and public fixed deposits in the books of accounts as on date vide letter dated September 30, 2022. After the end of Financial Year 2023-2024, your Company had taken step by sending letters to the non-traceable fixed deposit holders and made the payment of Rs. 1,27,692.

7. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by the Securities and Exchange Board of India (''the SEBI''). The Report on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of this Annual Report. The requisite certificate from M/s. D Maurya Associates, Practicing Company Secretaries, confirming the compliance with the conditions of Corporate Governance has been included in the said Report.

A Certificate from the Managing Director and CFO of the Company in terms of SEBI LODR 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also forming part of this Annual Report.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report for the year under review, as required under Regulation 34 read with Schedule V the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report.

9. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.

10. DIRECTORS'' RESPONSIBILITY REPORT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts, for the financial year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The related party transactions attracting the compliance under the Companies Act, 2013 and/or the SEBI Listing Regulations were placed before the Audit Committee and/or Board and/or Members for necessary review/approval.

The routine related party transactions were placed before the Audit Committee for its omnibus approval. A statement of all related party transactions entered was presented before the Audit Committee on a quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions.

Transactions to be reported in Form AOC-2 in terms of Section 134 of the Act read with Companies (Accounts) Rules, 2014, with related parties are annexed as Annexure I.

The Related Party Transactions Policy in line with the requirements of Regulation 23 of the SEBI Listing Regulations is available on the Company website and can be accessed at https://rajoilmillsltd.com/investor/policies-for-investor/.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, required information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given as hereunder:

• Conservation of Energy

Company makes evaluation on a continuous basis to explore new technologies and techniques to make the operationsof crushing and filtration more energy efficient. This includes regular maintenance of machineries and regular check- up of energy consuming devices. Total energy consumption and energy consumption per unit of production is prescribed in Annexure-II to this report.

• Technology Absorption

Your Company has continuously adapted latest technology and best practices from the industry and efforts. Company has made efforts in developing new packaging and new products to make its products duplicate proof and tamper proof, which has yielded good response from the customers and will continue in future.

•	Foreign Exchange Earnings and Outgo
	Particulars	31st March, 2024 (in Rs.)	31st March, 2023 (in Rs.)
	Foreign Exchange Earnings	Nil	Nil
	Foreign Exchange Outgo	Nil	Nil

13. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as "Annexure III" and "Annexure IV".

In terms of Section 136 of the Act, the Annual Report and Accounts are being sent to the Members, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company duringthe business hours on working days of the Company. Any member interested in obtaining such particulars may write to theCompany Secretary at the Registered Office of the Company.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL(a) APPOINTMENT/ RESGINATION/ REDESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL I. DURING THE YEAR UNDER REVIEW

Board Approval	Shareholders'' Approval	Name of Directors and Key Managerial Personnel	Particulars
May 31, 2023	August 02, 2023 (Postal Ballot)	Mr. Parvez Shafee Shafiahmed Shaikh (DIN:00254202)	The Board in its meeting held on May 31, 2023 and Shareholder Meeting via Postal Ballot held on August 02, 2023 considered and approved reappointment of: ^ Mr. Parvez Shafee Shafiahmed Shaikh (DIN: 00254202) for the further term of Five (5) years as an Executive Director i.e from May 04, 2023 to April 03, 2028
February 15, 2024		Ms. Khushbu Bohra (ACS 68509)	Ms. Khushbu Bohra (ACS:68509) Company Secretary & Compliance Officer of the Company tendered her resignation w.e.f February 15, 2024 from the Company

II.	AFTER THE COMPLETION OF THE FINANCIAL YEAR TILL THE DATE OF ANNUAL REPORT
	Board Approval	Shareholders'' Approval	Name of Directors and Key Managerial Personnel	Particulars
	February 13, 2024	May 13, 2024 (Postal Ballot)	Mr. Tabrez Shafiahmed Shaikh (DIN:00255132) Mr. Huzefa Dawood Ghadiali (DIN:06882025) Mr. Siraj Umar Furniturewala (DIN:00177667)	The Board in its meeting held on February 13, 2024 and Shareholder Meeting via Postal Ballot held on May 13, 2024 considered and approved reappointment of: ^ Mr. Tabrez Shafiahmed Shaikh (DIN: 00255132) for the further term of Five (5) years as an Executive Director i.e from April 03, 2024 to April 02, 2029 ^ Mr. Huzefa Dawood Ghadiali (DIN: 06882025) as a NonExecutive - Independent Director for the second consecutive term of Five (5) years as Independent Director i.e. from April 03, 2024 to April 02, 2029 ^ Mr. Siraj Umar Furniturewala (DIN: 00177667) as a NonExecutive - Independent Director for the second consecutive term of Five (5) years as Independent Director i.e. from April 03, 2024 to April 02, 2029
	May 14, 2024		Ms. Priya Pandey (ACS 66213)	The Board of Directors in its meeting held on May 14, 2024 appointed Ms. Priya Pandey as the Company Secretary and Compliance Officer of the Company

None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2023-24. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act,2013 and Listing Regulations and are independent of the management.

In the opinion of the Board, the independent director appointed during the year possesses the required qualifications, integrity, expertise and experience (including proficiency) for the position.

They also bring in the required skill, competence and expertise that allow them to make effective contributions to the Board and its committees.

In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company:

- Mr. Parvez Shafee Ahmed Shaikh, Chairman & Whole Time Director

- Mr. Atikurraheman Daudbhai Mukhi, Managing Director

- Mr. Tabrez Shafi Ahmed Shaikh, Whole Time Director

- Mr. Humayun Ahmed Shafi Ahmed Shaikh, Whole Time Director

- Mrs. Needa Altaf Mukhi, Whole Time Director

- Mr. Amir Atikurrehman Mukhi, Whole Time Director

- Mr. Sanjay K. Samantaray, Chief Financial Officer

- Ms. Khushbu Bohra, Company Secretary & Compliance Officer (till 15.02.2024)

- Ms. Priya Pandey, Company Secretary & Compliance Officer (from 14.05.2024)

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 Mrs. Needa Altaf Mukhi, Whole Time Director and Mr. Atikurrehman Daudbhai Mukhi, Managing Director retires by rotation and being eligible, offers herself/himself for reappointment at the ensuing Annual General Meeting.

As per the information available with the Company, None of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

15. DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations affirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year. Further, all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and senior management.

16. BOARD MEETINGS

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to the Directors of your Company. The Board of Directors of your Company met 8 (Eight) times during the financial year 2023-24. The details of these Meetings are provided in the Corporate Governance Section of the Annual Report. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.

17. BOARD COMMITTEES

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of good corporate governance practices. The terms of reference and the constitution of those Committees are in compliance with the applicable laws.

In order to ensure focused attention on business, better governance and accountability, the Board has constituted the following committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee

The details with respect to the Composition, terms of reference, etc. of the aforesaid committees are given in details in the "Corporate Governance Report" which is presented in a separate section and forms part of the Annual Report of the Company.

AUDIT COMMITTEE

The Audit Committee is constituted as per Regulation 18 of the Listing Regulations read with Section 177 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under head ''Audit Committee'' for matters relating to constitution, meetings and functions of this Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in compliance with the requirements of Regulation 19 of the Listing Regulations read with Section 178 of the Companies Act, 2013. The details pertaining to its constitution, meetings, terms of reference etc. is provided under Corporate Governance section under head ''Nomination & Remuneration Committee''.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of the Listing Regulations read with Section 178 of the Companies Act, 2013.The details pertaining to its constitution, meetings, terms of reference etc. is briefly provided in the Corporate Governance Report under the head ''Stakeholders'' Relationship Committee''.

18. INDEPENDENT DIRECTORS'' MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of Non-Independent Directors and Members of Management. During the year under review, Independent Directors met separately on February 13, 2024, interalia, for

• Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

• Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors; and

• Evaluation of the quality, content, and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

19. PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Independent Directors and the working of its committees based on the evaluation criteria specified by Nomination and Remuneration Committee for performance evaluation process of the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including, inter-alia, the structure of the Board, Meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment, and delineation of responsibilities to various Committees and effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/ Committee Meetings and guidance/support to the management outside Board/Committee Meetings.

As mentioned earlier, the performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also discussed in the Board Meeting. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

20. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended by it and approved by the Board of Directors. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management. The Policy broadly lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and independence of Director and lays down the framework on Board diversity.

The said Policy is available on the Company''s website and can be accessed at

https://rajoilmiUsltd.com/investor/policies-for-investor/.

21. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

Statutory Auditor

M/s. Kailash Chand Jain & Co., Chartered Accountants, Mumbai (Firm Regn. No.112318W) were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 30th September, 2023 for a period of 5 years i.e. from the conclusion of the said Annual General Meeting until the conclusion of Twenty Sixth Annual General Meeting.

The Auditor''s Report do not contain any qualifications, reservations, adverse remarks or disclaimer.

Secretarial Auditor

M/s. D Maurya & Associates, Practicing Company Secretary, was appointed to conduct Secretarial Audit of the Companyfor the financial year 2023 - 2024 as required under Section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial audit report for the financial year ended March 31, 2024 is annexed to this Report as "Annexure V” which is self-explanatory.

Cost Auditor

During the year, M/s. Vinod C. Subramaniam & Co., Cost Accountants was appointed as the Cost Auditor of the Company for the financial year 2023 - 2024 as required under Section 148(3) of the Companies Act, 2013 read with Rules of the Companies (Cost Records and Audit) Rules, 2014. Further, the Board hereby confirms that the cost records specified by the Central Government as per Section 148(1) of the Companies Act, 2013, and rules made thereunder, have been made and maintained.

Internal Auditor

During the year, TM Dalal & Co., Chartered Accountants was appointed as the Internal Auditor of the Company for the financial year 2023 - 2024 in compliance with the provisions of Section 138 of the Companies Act, 2013 read with rule 13 of Companies (Accounts) Rules, 2014

The Audit Committee in its quarterly meetings reviews the internal audit and internal control systems. The Company''s internal controls commensurate with the size and operations of the business. Continuous internal monitoring mechanism ensures timely identification and redressal of issues.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this, the Company has framed a Vigil Mechanism /Whistle Blower Policy through which the Directors and Employees, Franchisees, Business Partners, Vendors or any other third parties making a Protected Disclosure under this Policy may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is placed on the website of the Company at https://rajoilmiUsltd.com/investor/ policies-for-investor/.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it.

The Company has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year 2023-24, no case of Sexual Harassment was reported.

24. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

26. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITIES PROVIDED BY THE COMPANY

Particulars of Loans, Guarantees and Investments made during the year as required under the provisions of Section 186 of the Act are given in the notes to the Financial Statements forming part of Annual Report.

27. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an adequate system of internal control to ensure that the resources are used efficiently and effectively so that:

• assets are safeguarded and protected against loss from unauthorized use or disposition.

• all significant transactions are authorised, recorded and reported correctly.

• financial and other data are reliable for preparing financial information.

• other data are appropriate for maintaining accountability of assets.

The internal control is supplemented by an extensive internal audits programme, review by management along with documented policies, guidelines and procedures.

The statutory auditors of the Company has audited the financial statements included in this annual report and has issued areport on our internal financial controls over financial reporting as defined in Section 143 of the Act.

28. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the website of the Company at www.raioilmillsltd.com under Investor relations tab.

29. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditors to report under Section 143(12) of the Act and the Rules made thereunder.

30. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business. The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisation''s growth and its sustainability in the long run.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate person. Section 135 of the Companies Act, 2013, has laid down the requirement for constitution of Corporate Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a certain class or classes of Companies.

The compliance with Section 135 is applicable to specific class or classes of the Companies falling under the threshold mentioned under the Act and rules framed there under. However, your Company does not fall under the requisite threshold as mentioned under Section 135 during the financial year under review and thus the compliance with the relevant provision of the Companies Act, 2013 is not applicable.

32. ENVIRONMENT AND SAFETY

Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations and has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element.

The Company is committed to continuously take further steps to provide a safe and healthy environment.

33. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is available on the Company''s website and can be accessed at https://rajoilmillsltd.com/mvestor/policies-for-mvestor/.

34. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc.

The details of the familiarization program are explained in the Corporate Governance Report and the same is also available on the website of the Company and can be accessed at https://rajoilmillsltd.com/investor/policies-for-investor/.

35. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS2 (Secretarial Standard on General Meetings) (includingany modifications or amendments thereto) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

36. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

37. RISK MANAGEMENT

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Company''s Risk Management process focuses on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on continuing basis.

38. DISCLOSURE OF AGREEMENTS

No agreements are subsisting as specified in clause 5A of para-A of part A of Schedule III of SEBI LODR Second Amendment Regulations, 2023

39. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, notice to the Shareholders or elsewhere in this Annual Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

40. ACKNOWLEDGEMENT AND APPRECIATION

Your directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued Investors and all other Business Partners, for their continued co-operation and support extended during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development

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Mar 31, 2023

Your Directors are pleased to present 21st Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2023.

1. PERFORMANCE OF THE COMPANY

The Company''s performance is summarized below:

FINANCIAL RESULTS

Particulars	2022-2023 (in Rs.)	2021-2022 (in Rs.)
Revenue from Operations	14,035.57	11,855.51
Other Income	98.41	5.92
Total Income	14,133.98	11,861.43
Total Expenses1	13,873.73	11,569.04
Profit/(Loss) for the year before taxation	260.25	292.39
Tax Expenses
(a) Current Tax	-	-
(b) Deferred Tax	(17.76)	(32.51)
Profit/(Loss) after Tax	242.48	259.88
Earnings Per Share
Basic	1.62	1.73
Diluted	1.62	1.73

The Authorized Share Capital of Company Rs. 160,00,00,000/-.

The paid-up Equity Share Capital of the Company as on 31st March, 2023 is Rs. 14,98,86,840/- divided into 1,49,88,684 shares of Rs. 10/- each.

5. TRANSFER TO RESERVES

During the year under review, your Company has no amount that is proposed to be transferred to the general reserves out of the net profits of the Company for the financial year 2022-23.

6. PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to the Resolution approved by the Hon''ble National Company Law Tribunal vide its Order dated April 19, 2018, the Company is making the payment of 100% of the principal amount due to fixed deposits holders who has submitted their claims upto an amount not exceeding Rs.5,36,00,000/- as originally approved under the approved Resolution Plan. Further, in compliance with approved resolution plan the outstanding Public Deposits as on March 31,2023 is Rs. 65,32,262/-

However, there are certain Fixed Deposit holders who are not traceable and thus the Company has been not able to make payment for those Fixed Deposits Holder. The Company is in process of filing Petition in NCLT for obtaining clarification for the same.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report for the year under review, as required under Regulation 34 read with Schedule V the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report.

8. DIRECTORS'' RESPONSIBILITY REPORT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts, for the financial year ended March 31, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

9. CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of this Annual Report. The requisite certificate from M/s. D Maurya Associates, Practicing Company Secretary, confirming the compliance with the conditions of Corporate Governance has been included in the said Report.

A Certificate from the Managing Director and CFO of the Company in terms of SEBI LODR 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also forming part of this Annual Report.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, required information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given as hereunder:

• Conservation of Energy

Company makes evaluation on a continuous basis to explore new technologies and techniques to make the operations of crushing and filtration more energy efficient. This includes regular maintenance of machineries and regular check- up of energy consuming devices. Total energy consumption and energy consumption per unit of production is prescribed in Form-A of Annexure-II to this report.

• Technology Absorption

Your Company has continuously adapted latest technology and best practices from the industry and efforts. Company has made efforts in developing new packaging and new products to make its products duplicate proof and tamper proof, which has yielded good response from the customers and will continue in future.

• Foreign Exchange Earnings and Outgo

Particulars	31st March, 2023 (in Rs.)	31st March, 2022 (in Rs.)
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo	Nil	Nil

11. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as “Annexure III”.

In terms of Section 136 of the Act, the Annual Report and Accounts are being sent to the Members, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Appointments during the year:

• The Board of Directors on recommendation of Nomination and Remuneration Committee approved the Appointment of Mrs. Needa Altaf Mukhi (DIN: 07664451) as the Additional Whole-Time Director of the Company for a period of 5 (five) years w.e.f. June 30, 2022 and Members have ratified her appointment as the Whole-Time Director in the Annual General Meeting held on August 02, 2022, for a period of 5 (five) years.

• The Board of Directors on recommendation of Nomination and Remuneration Committee approved the Appointment of Mr. Arun Dash (DIN: 09657537) as the Additional Non-Executive Independent Director of the Company for a period of 5 years w.e.f. June 30, 2022 and Members have ratified his appointment as the NonExecutive Independent Director in the Annual General Meeting held on August 02, 2022, for a period of 5 (five) years.

• Ms. Khushbu Bohra was appointed as Company Secretary & Compliance Officer of the Company w.e.f. May 21, 2022.

(b) Resignations during the year:

• Mr. Mohammed Zahid Abdul Samad Mukhi resigned as Additional Whole-Time Director of the Company w.e.f. June 30, 2022.

• Mrs. Lucky Kulkarni resigned as Non-Executive Independent Director of the Company w.e.f. June 30, 2022.

• Mr. Jay Bhansali resigned as Company Secretary & Compliance Officer of the Company w.e.f. May 20, 2022.

(c) Change in Designations during the year:

• The shareholders in the Annual General Meeting held on August 02, 2022 approved the following appointments:

i) Mr. Atikurraheman Daudbhai Mukhi was appointed as Managing Director for a period of 3 years w.e.f. November 12, 2021.

ii) Mrs. Needa Altaf Mukhi (DIN: 07664451) as Whole Time Director (Executive) of the Company for a period of 5 years w.e.f. June 30, 2020.

iii) Mr. Arun Dash (DIN: 09657537) as Non-Executive Independent Director of the Company for a term of 5 years w.e.f. June 30, 2022.

During the year under review and in the Board Meeting held on November 12, 2021, Mr. Atikurraheman Daudbhai Mukhi has been re-designated and elevated from Whole Time Director to Managing Director of the Company and Members have ratified his appointment as the Managing Director of the Company in the Annual General Meeting held on August 02, 2022 for a period of 3 (three) years w.e.f. November 12, 2021.

None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2022-23. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and Listing Regulations and are independent of the management.

In the opinion of the Board, the independent director appointed during the year possesses the required qualifications, integrity, expertise and experience (including proficiency) for the position.

They also bring in the required skill, competence and expertise that allow them to make effective contributions to the Board and its committees.

In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company:

- Mr. Parvez Shafee Ahmed Shaikh, Chairman & Whole Time Director

- Mr. Atikurraheman Daudbhai Mukhi, Managing Director

- Mr. Tabrez Shafi Ahmed Shaikh, Whole Time Director

- Mr. Humayun Ahmed Shafi Ahmed Shaikh, Whole Time Director

- Mrs. Needa Altaf Mukhi, Whole Time Director

- Mr. Amir Atikurrehman Mukhi, Whole Time Director

- Mr. Sanjay K. Samantaray, Chief Financial Officer

- Ms. Khushbu Bohra, Company Secretary & Compliance Officer

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 Mr. Humayun Ahmed Shafi Ahmed Shaikh Whole Time Director and Mr. Amir Atikurrehman Mukhi, Whole Time Director retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

As per the information available with the Company, None of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

13. RIGHTS ISSUE

The Board of Directors of the Company at its meeting held on September 30, 2021, approved the issuance of fully paid-up equity shares of the Company by way of a rights issue to the existing equity shareholders of the Company upto an amount worth Rs 44.97 crores. Thereafter, on January 16, 2023, the Company submitted the draft letter of offer in connection with the proposed rights issue, framed in line with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the Securities and Exchange Board of India (''SEBI''), BSE and NSE, for requisite approvals. Further, the Rights Issue was withdrawn by the Rights Issue Committee of the Company on March 20, 2023 due to not meeting minimum eligibility criteria. The Company has provided necessary documents and clarification to both the exchanges and RE Holders that Rights Issue of the Company have been withdrawn due to poor market conditions, and market volatility and hence had not received minimum subscription during the offer period.

14. DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations affirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year. Further, all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and senior management.

15. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS

The Board met six times during the financial year. The meeting details are provided in the Corporate governance report that forms part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

b. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the Nomination and Remuneration and Compensation Committee (NRC) has carried out Board Evaluation i.e. evaluation of the performance of: (i) the Board as a whole and its Committees, and (ii) individual directors (including independent directors).

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated.

The performance evaluation of the Chairman, Non-Independent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting.

c. AUDIT COMMITTEE

The Board has well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR 2015. All the Members, including the Chairman of the Audit Committee is Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are included in the Corporate Governance Report.

Sr. No.	Name	Designation
1.	Mr. Huzefa Dawood Ghadiali	Chairman
2.	Mrs. Lucky Kulkarni *	Member
3.	Mrs. Kiran Raghavendra Awasthi	Member
4.	Mr. Rishang Sanjay Jain	Member
5.	Mr. Humayun Shafi Ahmed Shaikh	Member
6.	Mr. Arun Dash #	Member

* Ceased as a Member w.e.f. June 30, 2022

# Appointed as a Member w.e.f. June 30, 2022

During the year under review, the Board has accepted all the recommendations of the Audit Committee.

The Company Secretary of the Company acts as the Secretary of the Committee.

d. NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee as per the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR 2015.

The composition of the Committee was re-constituted on June 30, 2022 with the following members:

Sr. No.	Name	Designation
1.	Mrs. Kiran Raghavendra Awasthi	Chairperson
2.	Mrs. Lucky Kulkarni *	Chairperson
3.	Mr. Huzefa Dawood Ghadiali	Member
4.	Mr. Siraj Furniturewala	Member
5.	Mr. Unmesh Breed	Member
6.	Mr. Arun Dash #	Member

* Ceased as a Chairperson w.e.f. June 30, 2022

# Appointed as a Member w.e.f. June 30, 2022

The Board has framed a Nomination and Remuneration and Compensation Policy including fixation of criteria for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The same has been annexed herewith as “Annexure IV”. The Policy is also uploaded on the web-site of the Company at link: https:// rajoilmillsltd.com/investor/policies-for-investor/.

The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI LODR 2015, the Company has constituted Stakeholders Relationship Committee.

Sr. No.	Name	Designation
1.	Mr. Siraj Furniturewala	Chairman
2.	Mrs. Lucky Kulkarni *	Member
3.	Mr. Rishang Sanjay Jain	Member
4.	Mr. Parvez Shafee Ahmed Shaikh	Member
5.	Mr. Unmesh Breed	Member
6.	Mr. Arun Dash #	Member

* Ceased as a Chairperson w.e.f. June 30, 2022

# Appointed as a Member w.e.f. June 30, 2022

The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

16. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

Statutory Auditor

M/s. Kailash Chand Jain & Co., Chartered Accountants, Mumbai (Firm Regn. No.112318W) were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 04th May, 2019 for a period of 5 years i.e. from the conclusion of the said Annual General Meeting until the conclusion of Twenty First Annual General Meeting.

The Auditor''s Report do not contain any qualifications, reservations, adverse remarks or disclaimer.

Secretarial Auditor

M/s. D Maurya & Associates, Practicing Company Secretary, was appointed to conduct Secretarial Audit of the Company for the financial year 2022 - 2023 as required under Section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as “Annexure V” to this Report. The Secretarial Auditor''s Report do not contain any qualifications, reservations, adverse remark or disclaimer.

Cost Auditor

During the year, M/s. Vinod C. Subramaniam & Co., Cost Accountants was appointed as the Cost Auditor of the Company for the financial year 2022 - 2023 as required under Section 148(3) of the Companies Act, 2013 read with Rules of the Companies (Cost Records and Audit) Rules, 2014. Further, the Board hereby confirms that the cost records specified by the Central Government as per Section 148(1) of the Companies Act, 2013, and rules made thereunder, have been made and maintained.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this, the Company has framed a Vigil Mechanism /Whistle Blower Policy through which the Directors and Employees, Franchisees, Business Partners, Vendors or any other third parties making a Protected Disclosure under this Policy may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the

Audit Committee. The Whistle Blower Policy is placed on the website of the Company at https://rajoilmillsltd.com/investor/ policies-for-investor/.

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment.

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSTION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report. There was no change in company''s nature of business during the FY 2022 - 23.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the Related Party Transactions entered into during the financial year were on arm''s length basis and were in ordinary course of business. The Detail of the related party entered between the Company and the related party are given in the Form AOC-2 as Annexure I, which is the part of this report, as required under Section 134(3) (h) of the Companies Act, 2013. The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. The web-link as required under SEBI Listing Regulations, 2015 is at https://rajoilmillsltd.com/investor/policies-for-investor/.

20. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITIES PROVIDED BY THE COMPANY

Particulars of Loans, Guarantees and Investments covered under provisions of section 186 of the Act, if any, are given in the notes to the Financial Statements.

21. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Company''s operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls.

The statutory auditors of the Company has audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

22. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended March 31,2023 made under the provisions of Section 92(3) of the Companies Act, 2013 is placed at Company''s website on www.rajoilmillsltd.com.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant and material orders were passed by the Regulators, Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts which impact the going concern status and the Company''s operations in future.

24. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business. The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisation''s growth and its sustainability in the long run.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate person. Section 135 of the Companies Act, 2013, has laid down the requirement for constitution of Corporate Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a certain class or classes of Companies.

The compliance with Section 135 is applicable to specific class or classes of the Companies falling under the threshold mentioned under the Act and rules framed there under. However, our Company does not fall under the requisite threshold as mentioned under Section 135 during the financial year under review and thus the compliance with the relevant provision of the Companies Act, 2013 is not applicable.

26. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review, the Company has complied with all the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

27. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

28. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

29. RISK MANAGEMENT

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Company''s Risk Management process focuses on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on continuing basis.

30. ACKNOWLEDGEMENTS

The members of the Board of Directors wish to place on record their sincere appreciation for the devoted services rendered by all the employees and the continued co-operation and confidence of shareholders. The Board expresses their sincere thanks to the Bankers, Government and Semi-Government Authorities, Esteemed Customers, Suppliers, Business Associates and all other well-wishers for their consistent contribution at all levels to ensure that the Company continues to grow and excel.

31. CAUTIONARY STATEMENT

The Board''s Report and Management Discussion & Analysis may contain certain statements describing the Company''s objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Company''s operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

For and on behalf of the Board of Directors Of Raj Oil Mills Limited

Sd/-

Parvez Shafee Ahmed Shaikh

Mumbai, September 06, 2023 Chairman

1

Total Expenses includes the exceptional item of Rs. 47.73 Lakhs.

PERFORMANCE

Your Company''s total income during the year under review was Rs. 14,133.98 Lakhs as compared to Rs. 11,861.43 Lakhs in the previous year. The Profit after tax was Rs. 242.48 Lakhs as compared to Rs. 259.88 Lakhs in the previous year.

2. STATE OF COMPANY''S AFFAIRS

Operating revenue is at Rs. 14,133.98 Lakhs in the Financial Year ended 2022-23 as compared to Rs. 11,861.43 Lakhs in Financial Year 2021-22. The Net profit after tax and depreciation during the FY 2022-23 is Rs. 242.48 Lakhs as compared to profits of Rs. 259.88 Lakhs during the last financial year.

3. DIVIDEND

Your Directors wish to conserve resources for future expansion and growth of the Company. Hence, no Dividend has been declared by the Directors during the Financial Year 2022-23.

4. SHARE CAPITAL

During the share capital of the Company is as follows:

---

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 13th Annual Report on the business and operations of the Company and the audited financial statements for the financial year ended March 31, 2015.

1. Financial Summary /Performance of the Company

The financial performance of the Company for the Financial Year ended March 31, 2015 is summarized below:

(Rs. in Lakhs except EPS)

Financial Year Financial Year Ended 31st Ended 31st March,2015 March,2014

Total Income 6265.63 6906.12

Profit before Depreciation and Tax (194.92) (2096.20)

Less : Depreciation 563.68 439.45

Net Profit before Tax (758.60) (2535.64)

Less : Provision for Current Tax Nil Nil

Net Profit before Deferred Tax (758.60) (2535.64)

Less/(Add): Deferred Tax 91.52 Nil

Net Profit after Deferred Tax (850.12) (2535.64)

Add : Balance B/fd from Previous (21779.07) 7270.48

Year

Total Profit available for (22629.20) (21779.07)

Appropriation

Appropriation

Balance carried to Balance Sheet (22629.20) (21779.07)

Earnings Per Share

* Basic (1.13) (40.91)

* Diluted (1.13) (40.91)

2. Dividend

In view of current year loss, your Directors regret their inability to recommend any dividend for the financial year under review.

3. Reserves

In view of current year loss, your Directors regret their inability to carry forward any amount as reserves for the financial year under review.

4. Brief description of the Company's working during the year/State of Company's affair

The net income of the company decreased by 9.27% i.e. from Rs. 69,06,11,946/- in the Financial year 2013- 14 to Rs.62,65,63,745/- in the Financial year 2014- 15. The net loss before tax decreased by 70.08% from Rs. 25,35,64,876/- in Financial Year 2013-14 to Rs. 7,58,59,930/- in 2014-15.

As a result of the above stated financial performance, the EPS has increased from Rs. (40.91) in the financial year 2013-14 to Rs. (1.13) in 2014-15.

5. Change in the nature of business, if any

There is no change in the nature of business as compared to immediately preceding years.

6. Material changes and commitments occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There was no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

1. The Board of Directors of the Company at their meeting held on May 29, 2014 had approved the audited financial accounts for the year March 31, 2014. The Company had incurred major losses and the net-worth of the Company has been totally eroded. Further, looking at the financial position of the Company the Board of Directors of the Company at their meeting held on June 6, 2014 has decided to refer the Company to the Board of BIFR and the application to the BIFR Board was submitted on June 9, 2014. The Board of BIFR has accepted the application of the Company and the case has been registered u/s.15 (1) of the Sick Companies (Special Provisions) Act, 1985 with Board as case no. 8/2015 vide order dated 12th January 2015.

2. Further, during the year, Company has received Notices from Company Law Board (CLB) and Registrar of Companies (ROC), Mumbai, Maharashtra, in relation to default made by the Company in repayment of principal amount and interest accrued to the deposit holders on public deposit taken by the Company in terms of Section 58A of the Companies Act, 1956. In this regards, prosecution has been launched against the Company, for which suitable representations and replies have been given by the Company.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has an Internal Control Systems in place which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiaries, Joint Ventures during the year under review. However, the Company have associate concerns namely M/s. Raj Oil Mills and M/s. Raj Builders.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement:

There is no transaction made with these concerns during the year hence no consolidation has made.

11. Fixed Deposits:

The details relating to deposits, covered under Chapter V of the Act are stated below:

(a) During the financial year under review the Company has not accepted any fresh deposits.

(b) During the year under review, the unpaid / unclaimed amount (including interest and principal) as at the end of the year stands at Rs.6.84 Crores.

(c) During the year under review, the Company has made default in payment of principal amount and interest accrued to the deposit holders from the Public Deposit taken by the Company. In this regard, the Company has received notice from the Company law Board and the Registrar of Companies for which suitable representations and replies have been made by the Company.

12. Statutory Auditors

You are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration. The retiring auditors, M/s. B. M. Gattani & Co, Chartered Accountants, are eligible for reappointment. A certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013.

M/s. B. M. Gattani & Co. are proposed to be re- appointed as Auditors, to hold office up-to the conclusion of the 15th Annual General Meeting. Pursuant to the provisions of Companies (Audit and Auditors) Rules, 2014, M/s. B. M. Gattani & Co., Chartered Accountants have certified that:

a. They are eligible for appointment and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and rules/regulations made thereunder;

b. The proposed appointment is as per the term provided under the Companies Act, 2013;

c. The proposed appointment is within the limits laid down by or under the authority of the Companies Act, 2013;

d. There are no proceedings against the audit firm or proprietor of the audit firm pending with respect to professional matters of conduct.

The Board of Directors recommends to the shareholders the appointment of M/s. B. M. Gattani & Co., Chartered Accountants, as Statutory Auditors of the Company.

13. Auditors' Report

Observations and explanations made in the annexure to the Auditors' Report are self explanatory and therefore do not call for any further comments under the provisions of the Companies Act, 2013 and hence do not call for any further information and explanation under Section 134 of the Companies Act, 2013

14. Share Capital

At present, the Company has only one class of shares, viz. Equity Shares of Rs.10 each. During the year the Company has allotted shares upon conversion of warrants as detailed below:

Conversion Of Warrants

a) The Board of Directors at their meeting held on May 5, 2014 have converted 39,33,330 warrants out of 2,00,00,000 warrants allotted to Non- Promoters (Person Acting in Concert) into equity shares of Rs. 10/- each. The relevant Form PAS - 3 for allotment of 39,33,330 Equity Shares has been filed to the Registrar of Companies, Maharashtra, Mumbai.

b) Forfeiture Of Warrants

The Board of Directors at their meeting held on May 5, 2014 have forfeited 1,60,66,670 warrants due to non-payment of pending warrant call money. There are no pending warrants due for conversion into equity shares of the company.

15. Extract of the annual return

The extract of the Annual Return in Form No. MGT - 9 forms part of the Board's Report and the same is provided as "Annexure I".

16. Conservation of energy, technology absorption and foreign exchange earnings and outgos are as follows:

The relevant particulars regarding the above are given in "Annexure III" and forms part of this report.

17. Corporate Social Responsibility (CSR)

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen. The Companies Act, 2013, pursuant to the provision of Section 135, has laid down the requirement for constitution of Corporate Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a certain class or classes of Companies. However, our Company does not fall under the requisite criteria and thus the compliance with the relevant provisions of the Companies Act, 2013 are not applicable.

18. Directors:

(A) Changes in Directors and Key Managerial Personnel

There are no changes in the Directors & KMP of the Company during the year under review. However, during the year company has appointed Ms. Saryu Chimanlal Vora w.e.f. 31st March, 2015 as Non-Executive Independent Women Director.

(B) Declaration by an Independent Director(s) and re- appointment, if any

Declaration by an Independent Di recto r(s) that she meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is enclosed.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company and shall not be eligible for reappointment for next five years on passing of a special resolution by the Company

Formal Annual Evaluation

The Board is having a policy of formal annual evaluation and the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.

19. Number of meetings of the Board of Directors

The board shall meet at least four times in a year, with a maximum time gap of four months between any two meetings. The Company holds regular Board Meetings.

During the year under review 10(Ten) Meetings of the Board of Directors of Raj Oil Mills Limited were held during the Financial Year 2014-2015 on the following dates: May 5,2014, May 29, 2014, 6th June,2014, August 14, 2014, November 14, 2014, December 12, 2014, January 22, 2015, February 1, 2015, February 13,2015 and 31st March,2015.

Name of the Director No. of Meetings No. of Meeting held attended

Shaukat S. Tharadra 10 10

Azamkhan F. Lohani 10 10

Abdulla K. Musla 10 10

Rashid I. Tharadra 10 10

Mohammedi T. Singaporewala* 10 NIL

Balasubramanya H. Rudrapatna 10 NIL

Saryu Vora 10 NIL

* MohammediT. Singaporewala has resigned from the directorship of the Company w.e.f. May 3, 2014.

** Saryu Vora has been appointed as Non-Executive Independent Women Director of the Company w.e.f. March 31, 2015

20. Audit Committee

The Board of Directors has constituted and re- constituted from time to time Audit Committee commensurate with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Details of Composition of Audit Committee and dates and attendance at the Audit Committee Meeting are provided in detail in the "Corporate Governance Report" section of the Annual Report.

21. Details of establishment of vigil mechanism for directors and employees

The Board of Directors of the Raj Oil Mills Limited is committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal.

The Company's Vigil Mechanism Policy encourages Directors and employees to bring to the Company's attention, instances of unethical behavior and actual or suspected incidents of fraud or violation of the conduct that could adversely impact the Company's operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company's Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Vigil Mechanism Policy is overseen by the Board of Directors and no employee has been denied access to the Committee. The Vigil Mechanism Policy is available on the Company's website www.rajoilmillsltd.com

22. Nomination and Remuneration Committee

The Board of Directors of the Company have constituted the Remuneration Committee to determine Company's Remuneration Policy, appoint Executive Directors and Senior Employees, having regard to performance standards and existing industry practice, to approve grant of Employees Stock Option, if any, and to administer and superintend the same, recommending remuneration package, if any to all Directors as per the requirements of the Clause 49 of the Listing Agreement for Corporate Governance. Details of Composition of Nomination and Remuneration Committee and dates and attendance at the Nomination and Remuneration Committee Meeting are provided in detail in the "Corporate Governance Report" section of the Annual Report.

23. Remuneration Policy:

The remuneration policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high calibre talent. The remuneration policy is in consonance with the existing practice in the Industry

Remuneration to Executive Directors:

The Whole Time Directors of the Company are not being paid any remuneration for the year under review. There is no separate service contract entered into by the Company with the Whole Time Directors, the appointment and terms of employment are governed by the Articles of Association of the Company and Resolution passed by the Shareholder of the Company.

Remuneration to Non-Executive Directors:

The Non-Executive Directors of the Company do not draw any remuneration from the Company.

24. Particulars of loans, guarantees or investments under Section 186

The particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are provided below:

Sr. Name of the Amount Key Purpose for No. recipient (Rs. Terms & which the loan Crore) Condi- or guarantee tions or security is proposed to be utilized by the recipient (to be provided only for loan or guarantee or security)

1 AVVAL HOLDINGS P.LTD 0.005 N A Business

2 CHHAGAN MITHA 0.010 N A Business

3 CUPID HEALTH CARE 0.009 N A Business

4 DHARMIN DESAI 0.031 N A Business

5 K.G.KARKERA 0.001 N A Business

6 M.A. LOKHANDWALA 0.012 N A Business

7 LAND AT JAIPUR 0.006 N A Business

8 DEVENDRA KUMAR 0.01 N A Business

25. Particulars of contracts or arrangements with related parties:

There are no materially significant related party transactions during the year. The details of transactions with related parties have been mentioned in notes to accounts point no. 24 the Accounts in the Annual Report. The details of contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC -2 and the same is marked as "Annexure IV"

26. Secretarial Audit Report

Mr. Amit R. Dadheech, Company Secretaries, was appointed as Secretarial Auditors of the Company for the financial year 2014-15 Pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed Form MR- 3 is attached as "Annexure II" and forms part of this report.

The explanations or comments on every qualification, reservation or adverse remark or disclaimer made by the company secretary in practice in the secretarial audit report are self explanatory and not required any further explanations.

27. Risk management policy

The Company, like any other enterprise, is exposed to business risk which can be an internal risks as well as external risks. Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issue can affect our operations and profitability. However the Company is well aware of the above risks and as part of business strategy has formulated a Risk Management Policy.

The Risk Policy approved by the Board, clearly lays down the roles and responsibilities of the various functions in relation to risk management covering a range of responsibilities, from the strategic to the operational. These role definitions, inter alia, provide the foundation for your Company's Risk Management Policy and Framework that is endorsed by the Board and is aimed at ensuring formulation of appropriate risk management procedures, their effective implementation across the Company and independent monitoring and reporting by Internal Audit. Backed by strong internal control systems, the Company is in the process of implementing the current Risk Management Framework that consists of the following key elements:

* The Corporate Risk Management policy facilitates the identification and prioritization of strategic and operational risks, development of appropriate mitigation strategies and conducts periodic reviews of the progress on the management of identified risks

* A combination of risk policy and unit wise evolved procedures brings robustness to the process of ensuring that business risks are effectively addressed.

* Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles.

* The periodical planning exercise requires all units to clearly identify their top risks and set out a mitigation plan with agreed timelines and accountability. Top Management and Unit heads confirm periodically that all relevant risks have been identified assessed, evaluated and that appropriate mitigation systems have been implemented.

The combination of policies and processes as outlined above is expected to adequately address the various risks associated with your Company's businesses.

28. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the appropriated accounting policies has been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the year ended 31st March,2015 and of the Loss of the company for that period;

(c) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis; (e) the proper internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(e) the proper systems has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013"the Company has in place a formal policy for prevention of sexual harassment of its women employees.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints received : NIL Number of Complaints disposed off : NIL

30. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to survive during this hardship.

By Order of the Board of Directors For Raj Oil Mills Limited

Sd/- Shaukat S. Tharadra Date: September 4, 2015 Chairman & Managing Director Place: Mumbai DIN: 01598234

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Mar 31, 2014

To The Members,

RAJ OIL MILLS LIMITED

We are pleased to present the 12th Annual Report together with the audited statements of accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The financial performance of the Company for the Financial Year ended March 31, 2014 is summarized below:

(Rs. in Lakhs except EPS)

Financial Year Financial Year Ended Ended March 31, 2014 March 31, 2013

Total Income 6906.12 12848.40

Profit before Depreciation and Tax (2096.20) (1353.16)

Less : Depreciation 439.45 443.64

Net Profit before Tax (2535.64) (1796.80)

Less : Provision for Current Tax Nil Nil

Net Profit before Deferred Tax (2535.64) (1796.80)

Less/(Add): Deferred Tax Nil 275.63

Net Profit after Deferred Tax (2535.64) (2072.43)

Add : Balance b/f from Previous Year 7270.48 9342.91

Total Profit available for Appropriation (21779.07) 7270.48

Appropriation

Balance carried to Balance Sheet (21779.07) 7270.48

Earning Per Share

- Basic (40.91) (2.92)

- Diluted (40.91) (2.28)

OPERATIONS& OUTLOOK

The sales of the company decreased by 46% from Rs. 1,27,39,09,989 in the financial year 2012-13 to Rs. 67,98,52,346 in 2013-14. The net loss before tax increased by 41% from Rs.17,96,80,765 in financial year 2012-13 to Rs. 25,35,64,876 in 2013-14.

As a result of the above stated financial performance, the EPS has decreased from Rs.(2.92) in the financial year 201 2-1 3 to Rs. (40.91) in 2013-14.

SHARE CAPITAL

At present, the Company has only one class of shares, viz. Equity Shares of Rs.10 each.

CONVERSION OF WARRANTS

The Board of Directors at their meeting held on May 5, 2014 have converted 39,33,330 warrants into equity shares of Rs. 10/- each out of 2,00,00,000 warrants allotted to Non - Promoters (Person Acting in Concert).

FORFEITURE OF WARRANTS

The Board of Directors at their meeting held on May 5, 2014 have forfeited 1,60,66,670 warrants due to non-payment of pending warrant call money. There are no pending warrants due for conversion into equity shares of the company.

DIVIDEND

In view of current year loss, your Directors regret their inability to recommend any dividend for the financial year under review.

FIXED DEPOSITS

During the year under review, the Company had defaulted in payment of principal and interest amount due to the deposit holders before the due date. In this regard the Company has also received notices from the Company law Board and the Registrar of Companies for which suitable representations and replies have been given.

During the financial year under review the Company has not accepted any fresh deposits.

INTERNAL CONTROL SYSTEM

The Company has adequate Internal Control Systems which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. During the period under review, your Company appointed Chartered Accountants, as Internal Auditors of the Company.

DIRECTORS

During the year under review, Mr. Deepak Madia, Mr. N. V. Patel (Non- Executive Independent Directors) have resigned from the directorship of the Company on January 1,2014 and Mr. M. Singaporewala (Non- Executive Independent Director) has resigned on May 3, 2014 from the directorship of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

(b) Appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March, 31, 2014 and Loss of the Company for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and,

(d) The annual accounts have been prepared on a going concern basis.

EMPLOYEE STOCK OPTION PLAN (ESOP), 2012

The Board of Directors at their meeting held on 26th August, 2011, and the Shareholders at their meeting held on September 27, 2011 approved the Employee Stock Option Scheme titled as "ESOP 2011", granting stock options to the eligible employees of the Company. However the Company has so far not allotted any shares as part of ESOP 2011.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year

under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements as set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from a Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance is attached to this Report.

AUDITOR & AUDITORS'' REPORT

You are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration. The retiring auditors, B. M. Gattani & Co, Chartered Accountants, are eligible for reappointment. A certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under Section 1 39 of the Companies Act, 201 3.

M/s. B. M. Gattani & Co. are proposed to be re-appointed as Auditors, to hold office up-to the conclusion of the 1 5th Annual General Meeting.

Pursuant to the provisions of Companies (Audit and Auditors) Rules, 2014, M/s. B. M. Gattani & Co., Chartered Accountants have certified that:

a. They are eligible for appointment and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and rules/regulations made thereunder;

b. The proposed appointment is as per the term provided under the Companies Act, 201 3;

c. The proposed appointment is within the limits laid down by or under the authority of the Companies Act, 201 3;

d. There are no proceedings against the audit firm or any partner of the audit firm pending with respect to professional matters of conduct.

The Board of Directors recommends to the shareholders the appointment of M/s. B. M. Gattani & Co., Chartered Accountants, as Auditors of the Company.

Observations made in the annexure to the Auditors'' Report are self explanatory and therefore do not call for any further comments under the provisions of the Companies Act, 1956 and hence do not call for any further information and explanation under 217(3) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

(a) Conservation of Energy

Company makes evaluation on a continuous basis to

explore new technologies and techniques to make the operations of crushing and filtration more energy efficient. This includes regular maintenance of machineries and regular check-up of energy consuming devices. Total energy consumption and energy consumption per unit of production is prescribed in Form A of Annexure I to this report.

(b) Research and Development

Company has made efforts in developing new packaging and new products to make its products duplicate proof and tamper proof, which has yielded good response from the customers.

(c) Technology absorption and Adaptation

Your Company has continuously adapted latest technology and best practices from the industry and efforts will continue in future.

(d) Foreign Exchange Earning and Outgo:

The relevant information in respect of the foreign exchanges earnings and outgo for the year ended on 31st March, 2014 are as follows:

Foreign Exchange Earnings-Rs. NIL(Previous Year: Rs. NIL)

Foreign Exchange Outgo -Rs. NIL (Previous Year: Rs. 1.30 crore)

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, the Company has no employees who were in receipt of the remuneration of Rs. 60,00,000/- or more per annum during the financial year ended 31st March, 2014 or Rs. 5,00,000/- or more per month during any part of the said year.

EMPLOYEE RELATIONS & HUMAN RESOURCES

Employee relations were cordial during the year and the Board would like to place on record its deep appreciation to all the employees of the Company for their dedicated services and performance in quantitative and qualitative parameters. The Company believes that its employees are a key differentiator, especially in FMCG sector and a competitive business environment.

COMPANY SECRETARY

The Company is required to appoint a Company Secretary in Whole-time employment of the Company under section 383A (1) of the Companies Act, 1956 (corresponding relevant section 203 of the Companies Act, 2013). The Company is finalizing the suitable candidate holding a membership of the Institute of the Company Secretaries of India.

REFERRAL TO THE BOARD FOR INDUSTRIAL RECONSTRUCTION

The Board of Directors of the Company at their meeting held on May 29, 2014 had approved the audited financial accounts for the year March 31,2014. The Company had incurred major losses and the net-worth of the Company have been totally eroded. Further, looking at the financial position of the Company the Board of Directors of the Company at their meeting held on June 6, 2014 has decided to refer the Company to the Board of BIFR and the application to the BIFR Board was submitted on June 9, 2014. However, the Board of

BIFR has still not accepted the application of the Company. Further the Board of Directors of the Company has made application to the AIFR for reviewing the decision of the BIFR, for admission of Company''s application.

PENDING LEGAL SUITS

Apart from the notices received by the Company from the Company Law Bench, Mumbai Region and Registrar of Companies, Mumbai, for default in re-payment of interest and principal amount of the public deposits, the Company has received notices, including notices for winding up, from its secured creditors for non-payment of installments on continuous basis. The legal representatives / consultants / lawyer have replied to various notices on timely basis and relevant suits filed against the Company are pending before Hon''ble High Court of judicature at Bombay.

ACKNOWLEDGEMENTS

We would like to express our deep sense of appreciation for the assistance and co-operation received from our Bankers, Government Authorities, Stakeholders, Investors, Clients, Distributors, Vendors and Other Business Associates during the year under review.

We also take this opportunity to appreciate the contribution made by our Employees at all levels for their dedicated service. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors For Raj Oil Mills Limited

Place: Mumbai Shaukat S. Tharadra Date: September 4, 2014 Chairman & Managing Director DIN: 01598234

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Mar 31, 2013

To The Members of RAJ OIL MILLS LIMITED

The are pleased to present the Eleventh Annual Report together with the audited statements of accounts of the Company for the financial year ended March 31, 2013.

FINANCIAL RESULTS

The financial performance of the Company for the Financial Year ended March 31, 2013 is summarized below:

(Rs. in Lakhs except EPS)

Financial Year Financial Year Ended Ended March 31, 2013 March 31, 2012

Total Income 12848.40 34240.66

Profit before

Depreciation and Tax (1353.16) (575.21)

Less : Depreciation 443.64 416.03

Net Profit before Tax (1796.80) (991.24)

Less : Provision

Less : for Current Tax

Net Profit before Deferred Tax (1796.80) (991.24)

Less/(Add): Deferred Tax 275.63 190.14

Net Profit after Deferred Tax (2072.43) (1181.39)

Add : Balance b/f from

Add : Previous Year 9342.91 10524.30

Total Profit available

for Appropriation 7270.48 9342.92

Appropriation

Issuance of Bonus Share

Balance carried to

Balance Sheet 7270.48 9342.92

Earning Per Share

– Basic (2.92) (3.28)

– Diluted (2.28) (3.28)

OPERATIONS

During the year under the review, the Company’s sales decreased from Rs. 341,38,74,552 to Rs. 127,39,09,989 on account of changing market conditions characterized by demand supply mismatch. In order to improve its operational performance and to revitalize its growth strategy, the Company has resorted to following measures during the year under review:

- Stocking of raw materials purchased at favourable prices

- Effective budgeting of productions plans

- Stringent alignment of production and procurement time with execution of sales orders

- Monitoring and if necessary, reduction of least profitable stockiest

- Focus on Sales Regions with higher returns

- Targets to cost centres for effective cost reduction. SHARE CAPITAL

At present, the Company has only one class of shares, viz.

Equity Shares of Rs.10 each.

ALLOTMENT DURING THE YEAR

During the periof under review the Company has allotted 3,50,00,000 Equity Shares underlying 7,00,000 GDR’s for which the Company has received Listing and Trading approval from the Stock Exchanges where the securities of the Company are listed.

DIVIDEND

In view of current year loss, your Directors regret their inability to recommend any dividend for the financial year under review.

FIXED DEPOSITS

During the year under review, the Company had defaulted in payment of principal and interest amount due to the deposit holders before the due date. In this regard the Company had also received notices from the Company law Board and the Registrar of Companies for which suitable representations and replies have been given.

During the current financial year the Company has not accepted any fresh deposits.

INTERNAL CONTROL SYSTEM

The Company has adequate Internal Control Systems which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. During the period under review, your Company re-appointed M/s. K. C. Jain Kala & Co., Chartered Accountants, as Internal Auditors of the Company.

DIRECTORS

Mr. Shaukat Tharadra and Mr. Azamkhan Lohani, Directors of the Company, retire by rotation and being eligible to offer themselves for re-appointment at the ensuing Annual General Meeting.

The Board recommends to the members the resolution for appointment and re-appointment of the Directors mentioned above.

CHIEF EXECUTIVE OFFICER

Mr. Manavendra Gokhale, Chief Executive Officer (“CEO”) of the Company is no longer associated with the organization.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

(b) Appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March, 31, 2013 and loss of the Company for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and,

(d) The annual accounts have been prepared on a going concern basis.

EMPLOYEE STOCK OPTION PLAN (ESOP), 2011 The Board of Directors at their meeting held on 26th August, 2011, and the Shareholders at their meeting held on September 27, 2011 approved the Employee Stock Option Scheme titled as “ESOP 2011”, granting stock options to the eligible employees of the Company. However the Company has so far not allotted any shares as part of ESOP 2011.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements as set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual

Report.

The requisite Certificate from a Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance is attached to this Report.

AUDITOR & AUDITORS’ REPORT

You are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration. The retiring auditors, B. M. Gattani & Co, Chartered Accountants, are eligible for reappointment. A certificate from the Auditors has been received to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Observations made in the annexure to the Auditors’ Report are self explanatory and therefore do not call for any further comments under the provisions of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

Particulars required under section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

(a) Conservation of Energy

Company makes evaluation on a continuous basis to explore new technologies and techniques to make the operations of crushing and filtration more energy efficient. This includes regular maintenance of machineries and regular check-up of energy consuming devices. Total energy consumption and energy consumption per unit of production is prescribed in Form A of Annexure I to this report.

(b) Research and Development

The Company has constantly carried out research and development on its own in coming up with new products and applications related with personal care, hair care and Ayurvedic products. Company has also made efforts in developing new packaging and new products to make its products duplicate proof and tamper proof, which has yielded good response from the customers.

(c) Technology absorption and Adaptation

Your Company has continuously adapted latest technology and best practices from the industry and efforts will continue in future. Our addition to the planned CAPEX and alliances bring technical up gradation & inputs. (d) Foreign Exchange Earning and Outgo:

The relevant information in respect of the foreign exchanges earnings and outgo for the year ended on 31st March, 2013 are as follows:

Foreign Exchange Earnings Rs. Nil (Previous Year: Rs. Nil)

Foreign Exchange Outgo Rs. 1.30 Cr (Previous Year: Rs. Nil)

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, the Company has no employees who were in receipt of the remuneration of Rs. 60,00,000/- or more per annum during the financial year ended 31st March, 2013 or Rs. 5,00,000/- or more per month during any part of the said year. EMPLOYEE RELATIONS & HUMAN RESOURCES Employee relations were cordial during the year and the Board would like to place on record its deep appreciation to all the employees of the Company for their dedicated services and performance in quantitative and qualitative parameters. The Company believes that its employees are a key differentiator, especially in FMCG sector and a competitive business environment. COMPANY SECRETARY

The Company is required to appoint a Company Secretary in Whole-time employment of the Company under section 383A(1) of the Companies Act, 1956. Ms. Yogini Chaukar, as Associate Company Secretary was appointed as the Company Secretary of the Company w.e.f. October 1, 2012, but due to some other personal commitments, she resigned from the post of Company Secretary on February 2, 2013. The Company is in the process of finalizing the suitable candidate holding a valid membership of the Institute of the Company Secretaries of India.

COST AUDITOR

The Company is in the process of appointing a Cost Auditor holding a valid membership of the Institute of Cost & Works Accountant to conduct cost audit of the Company as specified under the Cost Audit Rules, 2011.

ACKNOWLEDGEMENTS

We would like to express our deep sense of appreciation for the assistance and co-operation received from the our Bankers, Financial Institutions, Government Authorities, Stakeholders, Investors, Clients, Distributors, Vendors and Other Business Associates during the year under review. We also take this opportunity to appreciate the contribution made by our Employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, co- operation and support.

For and on behalf of the Board of Directors

For Raj Oil Mills Limited

Place: Mumbai Shaukat S. Tharadra

Date: December 2, 2013 Chairman & Managing Director

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Mar 31, 2012

We are pleased to present the Tenth Annual Report together with the audited statements of accounts of the Company for the financial year ended March 31,2012.

FINANCIAL RESULTS

The financial performance of the Company for the Financial Year ended March 31,2012 is summarised below:

(Rs. in Lakhs except EPS)

Financial Year Ended Financial Year Ended March 31,2012 March 31,2011

Total Income 34240.66 49536.63

Profit before Depreciation and Tax (575.21) 3,753.78

Less: Depreciation 416.03 241.39

Net Profit before Tax (991.24) 3,512.39

Less: Provision for Current Tax -- 916.50

Net Profit before Deferred Tax (991.24) 2,595.89

Less/(Add): Deferred Tax 190.14 563.72

Net Profit after Deferred Tax (1181.39) 2,032.17

Add: Balance b/ffrom Previous Year 10524.30 8,492.13

Total Profit available for

Appropriation 9342.92 10,524.30

Appropriation - --

Balance carried to Balance Sheet 9342.92 10,524.30

Earning Per Share

-Basic (3.28) 5.64

-Diluted (3.28) 5.64

OPERATIONS

During the year under review, your Company's financial performance is as follows:

- Sales decreased from Rs. 494.28 Crores to Rs. 341.39 Crores.

- EBIDTA decreased from Rs. 47.96 Crores to Rs. 8.86 Crores.

- Networth decreased from Rs.258.48 Crores to Rs. 246.96 Crores.

- Cost Effective Process with the technique of ERP has been started at Head office and Manor plant.

- Mother Godowns Locations finalized and supporting C&F/Stockist appointed and functioning to the extend distribution.

SHARE CAPITAL

At present, the Company has only one class of shares, viz. Equity Shares of Rs. 10 each.

ALLOTMENT DURING THE PERIOD

During the period under review the Company has allotted 3,50,00,000 Equity Shares underlying 7,00,000 GDR's for which the Company has received Listing and Trading Approval from the Stock Exchanges where the securities of the Company are listed.

DIVIDEND

In view of current year loss, your Directors regret their inability to recommend any dividend for the financial year under review.

FIXED DEPOSITS

During the period Company has accepted fixed deposit from the public under the provision of Section 58A and 58AA or any relevant provision of the companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. However, the Company had defaulted in payment of principal and interest amount due to the deposit holders before the due date. In this regard the Company had also received notices from the Company law Board and the Registrar of Companies for which suitable representations and replies have been given.

INTERNAL CONTROL SYSTEM

The Company has adequate Internal Control Systems which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. During the period under review, your Company appointed M/s. K. C. Jain Kala & Co., Chartered Accountants, as Internal Auditors of the Company.

DIRECTORS

Mr. Abdulla K. Musla and Mr. Narottam V. Patel, Directors of the Company, retire by rotation and being eligible to offer themselves for re-appointment at the ensuing Annual General Meeting.

The Board recommends to the members the resolution for appointment and re-appointment of the Directors mentioned above.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

(b) Appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31,2012 and Profit of the Company for the year ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and,

(d) The annual accounts have been prepared on a going concern basis.

EMPLOYEE STOCK OPTION PLAN (ESOP), 2011

The Board of Directors at their meeting held on August 26, 2011, and the Shareholders at their meeting held on September 27, 2011 approved the Employee Stock Option Scheme titled as "ESOP 2011", granting stock options to the eligible employees of the Company. However the Company has so far not allotted any shares as part of ESOP 2011.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements as set out by SEBI.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from a Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance is attached to this Report.

AUDITOR & AUDITORS' REPORT

M/s. Agarwal, Desai & Shah, Chartered Accountants, Mumbai, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and has shown their unwillingness to continue as the Statutory Auditors of the Company due to their pre - occupation in other matters and hence not offered themselves for re- appointment.

The Board of Directors of the Company has served a special notice under section 225(1) of the Companies Act, 1956 and recommended M/s. B. M. Gattani & Co. Chartered Accountants, to be the Statutory Auditors of the Company till the conclusion of the next annual general meeting.

The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of section 224 of the Companies Act, 1956.

Observations made in the annexure to the Auditors' Report are self explanatory and therefore do not call for any further comments under the provisions of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows: '

(a) Conservation of Energy

Company makes evaluation on a continuous basis to explore new technologies and techniques to make the operations of crushing and filtration more energy efficient. This includes regular maintenance of machineries and regular check-up of energy consuming devices. Total energy consumption and energy consumption per unit of production is prescribed in Form A of Annexure I to this report.

(b) Research and Development

The Company has constantly carried out research and development on its own in coming up with new products and applications related with personal care, hair care and Ayurvedic products. Company has also made efforts in developing new packaging and new products to make its products duplicate proof and tamper proof, which has yielded good response from the customers.

(c) Technology absorption and Adaptation

Your Company has continuously adapted latest technology and best practices from the industry and efforts will continue in future. Our addition to the planned CAPEX and alliances bring technical upgradation & inputs.

(d) Foreign Exchange Earning and Outgo:

The relevant information in respect of the foreign exchanges earnings and outgo for the year ended on 31st March, 2012 are as follows:

Foreign Exchange Earnings - Rs.NIL(Previous Year: Rs. NIL)

Foreign Exchange Outgo - Rs. NIL(Previous Year: Rs.1,91,000/-)

PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, the Company has no employees who were in receipt of the remuneration of Rs. 60,00,000/- or more per annum during the financial year ended 31st March, 2012 or Rs. 5,00,000/- or more per month during any part of the said year.

EMPLOYEE RELATIONS & HUMAN RESOURCES

Employee relations were cordial during the year and the Board would like to place on record its deep appreciation to all the employees of the Company for their dedicated services and performance in quantitative and qualitative parameters. The Company believes that its employees are a key differentiator, especially in FMCG sector and a competitive business environment.

COMPANY SECRETARY

The Company is required to appoint a Company Secretary in Whole-time employment of the Company under section 383A(1) of the Companies Act, 1956. The Company is finalising the suitable candidate holding a membership of the Institute of the Company Secretaries of India.

ACKNOWLEDGEMENTS

We would like to express our deep sense of appreciation for the assistance and co-operation received from the our Bankers, Financial Institutions, Government Authorities, Stakeholders, Investors, Clients, Distributors, Vendors and Other Business Associates during the year under review.

We also take this opportunity to appreciate the contribution made by our Employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board of Directors For Raj Oil Mills Limited

Shaukat S. Tharadra

Chairman & Managing Director

Place: Mumbai Date : August 28,2012

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Mar 31, 2010

We are delighted to present the Eight Annual Report on the business and operations together with the audited statements of accounts of the company for the 15 months period ended 31st March 2010.

FINANCIAL RESULTS (Rs. in Lakhs except EPS)

15 Months Period Year ended ended March 31, 2010 December 2008

Total Income 46,196.63 31,775.59

Profit before Depreciation and Tax 5,424.07 4,632.90

Less: Depreciation (188.53) (102.99)

Net Profit before Tax 5,235.54 4,529.91

Less : Provision for Current Tax, Fringe Benefit Tax and Wealth Tax (1,816.16) (1,546.56)

Net Profit before Deferred Tax 3419.38 2983.35

Deferred Tax 170.1 (21.48)

Net Profit after Deferred Tax 3589.48 2,961.87

Add : Balance b/f from Previous Year 4902.64 1,940.76

Total Profit available for Appropriation 8492.12 4,902.64

Appropriation

Issuance of Bonus Share - -

Balance carried to Balance Sheet 8492.12 4,902.64

Earning Per Share

- Basic 11.39 11.87

-Diluted 11.39 11.87

CHANGE IN FINANCIAL YEAR OF THE COMPANY

Since its incorporation, your Company had adopted the twelve-month period commencing from January 1 and ending on December 31 as its accounting year. In order to align with the provisions of Income Tax Act, 1961 and to obviate the difficulties of maintaining accounts and other relevant records, the Financial Year of the Company was changed from January 1 to December 31 to April 1 to March 31 at the Meeting of Board of Directors of the Company held on October 5, 2009.

OPERATIONS

During the period under review, your Company achieved following unprecedented growth both in terms of sales and profit.

- Sales increased from 317.76 Crs to Rs. 461.97 Crs.

- EBIDTA increased from Rs. 52.29 Cr to 65.41 Crs.

- Distributable profit increased from 29.62 Crs to 35.89 Crs.

- Networth up by from Rs. 100.33 Crs. To 239.32 Crs

- Commencement of Commercial Production at Jaipur

- State of Art Refinery getting commissioned and going full stream within weeks at Manor

- Cost Effective Processes being implemented at operational venues

- Warehousing for Seed Storage and Economical Sourcing taken up

- Planning of Mother Godowns and supporting C&F / Stockiest

- Focus on enhanced width and depth of Distribution completed for the First Phase. Further Phases (II & III) planned. Phase II into implementation

- Quality Control and Quality Assurance practices reviewed and predictions and preventive practices analysed. Process changes being implemented

SHARE CAPITAL

At present, the company has only one class of shares, viz. equity shares of Rs.10 each.

(a) Authorised Capital

The Authorized Capital of the Company is Rs. 40,00,00,000/- (Rupees Forty Crores only) divided into 4,00,00,000 (Four) Equity Shares of Rs. 10/- (Rupees Ten) each only.

(b) Allotment during the period

During the period under review, the Company allotted 95,00,008 Equity Shares of Rs. 10/- each at a premium of Rs. 110/- each on August 4, 2009 pursuant to its Initial Public Offering. The Equity Shares of the Company were listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited on August 12, 2009.

RESERVE & SURPLUS

The increase in Reserve & Surplus represents the amount transferred from Share Premium Account and the profits derived during the year after making provision for current taxation.

DIVIDEND

In order to conserve the resources of the Company, board has decided not to give any dividend for current year.

DEFERRD TAX

The Deferred Tax Liability has reduced due to expenditure under Section 35D of the Income Tax Act, 1961.

INTERNAL CONTROL SYSTEM

The Company has an adequate internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. During the period under review, your Company appointed M/s Kailash Chand Jain & Co., Chartered Accountants, as Internal Auditors of the Company.

DIRECTORS

Mr. Sunil Mistry was appointed as Additional Director of the Company effective from May, 31, 2010. In terms of Section 260 of the Companies Act, 1960, he shall hold office only upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a Member proposing his candidature for the office of Director liable to retire by rotation.

Mr. Azamkhan F. Lohani and Mr. Rashid I. Tharadra, Directors of the Company, retire by rotation and being eligible, offer themselves for re - appointment at the ensuing Annual General Meeting.

Mr. B.V. Ratanghayra, Director, resigned from the Board on October 5, 2009. Mr. Sunderji Gosar was appointed as Additional Director of the Company on December 14, 2009 and resigned from the Board on May 18, 2010.

The Board placed on record its deep sense of appreciation for the invaluable contribution made by Mr. B.V. Ratanghayra and Mr. Sunderji Gosar during their tenure as Directors of the Company.

AUDITORS AND AUDITORS REPORT

A special notice in terms of Section 190 of the Companies Act, 1956, has been received under Secion 225 (1) from a Member proposing the appointment of M/s Agarwal, Desai & Shah, Chartered Accountants, Mumbai, as Auditors of the Company, in place of M/s M. K. Gohel & Associates, Chartered Accountants, Mumbai, the retiring Auditors of the Company. The retiring auditors of the Company have no representation to make for notification to the Members of the Company relating to special notice.

The observation of Auditors in their report read with the relevant notes to accounts in Schedule "23" are self-explanatory and do not require further explanation.

HUMAN RESOURCES

The Statement pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 has been annexed as Annexure I.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

(a) Conservation of Energy

Company makes evaluation on a continuous basis to explore new technologies and techniques to make the operations of crushing and f ilteration more energy efficient. This includes regular maintenance of machineries and regular check-up of energy consuming devices. Total energy consumption and energy consumption per unit of production in prescribed Form A is given in Annexure to this report.

(b) Research and Development

The Company has constantly carried out research and development on its own in coming up with new products and applications related with personal care, hair care and Ayurvedic products. Company has also made efforts in developing new packaging and new products to make its products duplicate proof and temper proof, which has yielded good response from the customers.

(c) Technology absorption and Adaptation

Your Company has continuously adapted latest technology and best practices from the industry and efforts will continue in future.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the accounts, the applicable accounting standards have been followed. However attention is drawn specifically to note 14 to Schedule 23.

(b) Appropriate accounting policies have been selected and applied and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the period ended March 31, 2010 and of the profit of the Company for the period ended on that date.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and,

(d) The accounts have been prepared on a going concern basis.

The Qualification of the Auditors in their Report to the Members in connection with the disclosures pertaining to Accounting Standard 15 on Accounting for Retirement Benefits is self-explanatory. Adequate explanations have been provided in the relevant notes to accounts. Hence no Additional Explanation is considered necessary.

EMPLOYEE RELATIONS & HUMAN RESOURCES

Employee relations were cordial during the year and the Board would like to place its appreciation to all the employees of the company for their dedicated services and performance in quantitative and quantitative parameters. The company believes that its people are a key differentiator, especially in FMCG sector and a competitive business environment.

ACKNOWELDGEMENTS

We thank our banks, investors, clients, distributors, vendors and other business associates for their continued support towards conduct of efficient operations of the Company throughout the year.

We take this opportunity to appreciate the contribution made by our employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

Shaukat S. Tharadra Chairman & Managing Director

Place : Mumbai Date: September 3, 2010

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Dec 31, 2008

We are delighted to present the Seventh Annual Report on the business and operations together with the audited statements of accounts of the company for the year ended 31st December 2008.

FINANCIAL RESULTS

(Rs. in Lakhs except EPS)

Year ended December3lst 2008 2007

Total Income 32,123.12 23,992.11

Profit before Depreciation and Tax 4,632.91 2,920.07

Less .Depreciation (102.99) (79.42)

Net Profit before Tax 4,529.93 2,840.65

Less: Provision for Current Tax (1,546.56) (978.50)

Less: Provision for Deferred Tax (21.48) (46.95)

Net Profit after Current Tax 2,961.89 1,815.20

Add; Balance b/f from Previous Year 1,940.77 948.57

Total Profit available for Appropriation 4,902.65 2,763.77

Appropriation

Issuance of Bonus Share - (823.00)

Balance carried to Balance Sheet 4,902.65 1,940.77

Earning (Rs.) Per Share -Basic 11.87 10.47

-Diluted 11.87 10.47

OPERATIONS

During the year under review, your Company achieved following unprecedented growth both in terms of sales and profit.

- Sales Voulme gone up 35% from 24,822 tonnes to 33,621 tonnes.

- Sales gone up by 33% from Rs. 239.92 Crores to Rs. 317.65 Crores.

- EBIDTA margins up by 62 % from Rs. 32.13 Crores to Rs. 52.29 Crores.

- Distributable profit up by 63 % from Rs. 18.16 Crores to Rs. 29.61 crores.

- Networthupby 131 % from Rs. 43.39 Crores to Rs. 100.33 Crores

- EPS up by 13% from Rs. 10.47 per share to Rs. 11.87.

Trial Production started at Jaipur Plant, your Board is confident to commence commercial production at Jaipur in the month of November, 09. Which will further reduce the cost of mustard and seasome oil which in turn will increase the profitability of the these products.

SHARE CAPITAL

At present, the company has only one class of shares, viz. equity shares of Rs. 10 each.

(a) Increase in Authorised Capital

Company has increased the Authorised Share Capital of the Company during the period from Rs. 30,00,00,000/- (Rupees Thirty Crore) divided into 3,00,00,000 (Three crore) Equity Shares of Rs. 10/- each to Rs. 40,00,00,000/- (Rupees Forty Crore) divided into 4,00,00,000 (Four Crores) Equity Shares of Rs. 10/- each by the addition of 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each, ranking pari-passu with the existing Equity Shares of the Company. The Special Resolution for the same has already been passed in the Extra Ordinary General Meeting held on March 26,2008.

(b) Allotment during the period

Company has made following preferential allotment of Equity Shares for cash during the year.

Date of Number of Issue Price Total Allotment Equity Shares including Premium Amount (Rs.)

January 8,2008 8,33,000 10 83,30,000

January 11,2008 50,00,000 10 5,00,00,000

February 28,2008 3,36,500 50 1,68,25,000

March25,2008 3,50,400 50 1,75,20,000

November 5,2008 15,00,000 120 18,00,00,000

Total 80,19,900 27,26,75,000

RESERVE & SURPLUS

The increase in reserve & surplus represents the amount transferred from the profits derived during the year after making provision for current taxation and security premium.

DIVIDEND

In order to conserve the resources of the Company & on account of ongoing operation programme undertaken by the co., the board has decided not to give any dividend for current year.

THE INDIAN ECONOMY AND THE OVERVIEW OF THE EDIBLE OIL SECTOR IN INDIA

The size of the Indian oilseeds-based sector is estimated at US$ 16.5 billion (inclusive of exports and imports). India is the worlds fourth largest vegetable oil economy. Currently, India accounts for 7.4% of world oilseeds output; 6.1% of world oilmeal production; 3.9% of world oilmeal export; 5.8% of world vegoil production; 11.2% of world vegoil import; and 9.3% of the world edible oil consumption (Source: Oil World). The estimated land under cultivation for oilseed in India is 25 - 26 million hectares.

Indias annual consumption is around 12 million tonnes vis-a-vis Chinas 14.5 million tonnes. However, Indias per capita consumption at 10.2 kgs per annum is considerably lower compared to global standards. India is also a leading producer of oilseeds, contributing 7-8% of world oilseed production. India is estimated to account for around 6% of the worlds production of edible oils. Though it has the largest cultivated area under oilseeds in the world, crop yields tantamount to only 50-60% of the worlds average. India is the fifth largest producer of oilseeds in the world, behind US, China, Brazil, and Argentina. Since 1995, Indian share in world production of oilseeds has been around 8-10%.

In midst of global slowdown, India was one of the few economies in the world to foster growth of more than 6% during the Financial Year ended 2008. The growth was constrained by the lackluster performance of manufacturing sector and agricultural sector, which grew at little over 3 % and 1% respectively, for the fiscal ended December 2008.

The slowdown in Growth was exemplified by the Growth in inflation, which grew from 6.37% for the Financial Year ended December 2007 to 8.38 % for the Financial Year ended December 2008, volatility in crude oil Prices, which rose from $92 per barrel at the beginning of the year, to $ 13 7 per barrel in the month of July, and closed the year at $ 35 per barrel and the devaluation of Rupee from Rs. 39.40 as on December 31,2007 to Rs.48.40 as on December 31,2008.

The slowdown of the economy had its effect on the Edible Oil Sector. In the beginning of the year a sudden rise in the prices of Edible Oil in the International and Domestic market had forced the Government to ban the export of Edible Oil from India. The basic intention of the Government behind this ban was to increase the supply of edible oil in the domestic market and to spiral inflation.

The last quarter of the Financial Year 2008 saw a specious fall in the crude oil prices.

The unprecedented fall and the devaluation of the Indian Rupee has forced the Ministry to reconsider its ban on the export of edible oil and to increase duty on the edible oil imported into India.

If the Government succeeds in implementing these policies, than the Indian Edible Oil manufacturers will be able to offer their products at competitive prices.

INTERNALCONTROLSYSTEM

The Company is taking step to implement internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly.

LOAN AVIALED FROM BARCLAYS BANK PLC

The Company has vide a Multi-Option Facility Agreement dated March 29, 2008, availed of a credit facility on INR 1,000.00 lacs from Barclays Bank PLC. As per the terms stipulated in the aforesaid Agreement the Company was unable to create charge on its immovable properties, Fixed Assets and Current Assets within 180 days from the date of its first disbursement. Therefore the Company was required to pay the entire amount by December 31,2008. The amount to be repaid as on March 31,2009 is 150.90 Lacs. The Company is taking steps to repay the outstanding amount at the earliest.

DIRECTORS

During the year under review, the Company had appointed Mr. B.V. Ratanghayra, Mr. Mohamedi Singaporewala, Mr. Narotambhai Patel and Dr. Balusubramanya Rudrapatna were appointed as Additional Directors of the Company at the Meeting of Board of Directors held on February 28,2008, with effect from February 29,2008.

Their appointment was regularised as Directors of the Company at the Annual General Meeting of the Company held on April 21,2008.

Mr. Shaukat S. Tharadra, Chairman and Managing Director of the Company and Mr. Abdulla K. Musla, Director of the Company, being liable to retire by rotation at the ensuing Annual General Meeting of the Company under the provisions of Section 255 of the Companies Act, 1956, offered themselves for re-appointment

COMMITTEES OF THE BOARD

(1) Audit Committee

The Audit Committee, constituted by the Board of Directors at its meeting held on November 14, 2003, in accordance with Section 292A of the Companies Act, 1956 was reconstituted on April 25,2008. The composition of the Audit Committee after re - constitution is as under: *

Name of the Director Category Position in the Audit Committee

Mr. Bhimji V. Ratanghayra Independent Director Chairman

Mr. Mohamedi T. Singaporewala Independent Director Member

Mr. Narotambhai V. Patel Independent Director Member

Meetings and attendance during the year:

The Audit Committee met two times during the year on March 11,2008 and September 25,2008. The attendance at the Audit Committee meetings was as under:

Name of the Director No. of Meetings* Meetings Attended*

ShaukatS.Tharadra 4 1

AbdullaK.Musla 4 1

Rashidl.Tharadra 4 1

Mr. Bhimj i V. Ratanghayra 4 0

Mr. MohamediT. Singaporewala 4 3

Mr.NarotambhaiV.Patel 4 3

* The Audit Committee constituted by the Board, vide Resolution passed on November 14,2003, and consisting of Mr. Shaukat S. Tharadra, Mr. Abdulla K. Musla and Mr. Rashid I. Tharadra was reconstituted on April 25, 2008.The newly formed Audit Committee consists of Mr. Bhimji V. Ratanghayra, Mr. Mohamedi T. Singaporewala and Mr. Narotambhai V. Patel

Constitution of the Audit Committee meets with the requirements under Section 292 A of the CompaniesAct, 1956.

SHAREHOLDERS/INVESTORSGRIEVANCE COMMITTEE

Constitution:

The Shareholders/Investors Grievance Committee was constituted by the Board of Directors at its meeting held on April 25, 2008. The composition of the The Shareholders/Investors Grievance Committee is as under:

Name of the Director Category Position in the Audit Committee

Mr. Mohamedi T. Singaporewala Independent Director Chairman

Mr. Bhimj i V. Ratanghayra Independent Director Member

Mr. Abdulla K. Musla Executive Director Member

Meetings and attendance during the year:

No meeting of the Shareholders/Investors Grievance Committee was held during the period under review.

REMUNERATION COMMITTEE Constitution:

The Remuneration Committee was constituted by the Board of Directors at its meeting held on April 25, 2008. The composition of the Remuneration Committee is as under:

Name of the Director Category Position in the Audit Committee

Mr. Bhimji V. Ratanghayra Independent Director Chairman

Mr. Mohamedi T. Singaporewala Independent Director Member

Mr.NarotambhaiV. Patel Independent Director Member

Meetings and attendance during the year:

No meeting of the Remuneration Committee was held during the period under review.

IPO COMMITTEE Constitution:

The IPO Committee was constituted by the Board of Directors at its meeting held on April 25,2008. The composition of the IPO Committee is as under:

Name of the Director Category Position in the Audit Committee

Mr. ShaukatS.Tharadra Executive Director Chairman

Mr.AbdullaK. Musla Executive Director Member

Mr. Mohamedi T. Singaporewala Independent Director Member

Meetings and attendance during the year:

No meeting of the IPO Committee was held during the period under review.

AUDITORSREPORT

The observation of Auditors in their report read with the relevant notes to accounts in Schedule "24" are self-explanatory and do not require further explanation.

HUMAN RESOURCES

The Statement pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 has been annexed as Annexure I.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

(a) Conservation of Energy

Company makes evaluation on a continuous basis to explore new technologies and techniques to make the operations of crushing and Alteration more energy efficient. This includes regular maintenance of machineries and regular check-up of energy consuming devices. Total energy consumption and energy consumption per unit of production in prescribed Form A is given in Annexure to this report.

(b) Research and Development

The Company has constantly carried out research and development on its own in coming up with new products and applications related with personal care, hair care and Ayurvedic products. During the year company have successfully launched "COCORAJ JASMINE". Company has also made efforts in developing new packaging and new products to make its products duplicate proof and temper proof, which has yielded good response from the customers.

(c) Technology absorption and Adaptation

Your Company has continuously adapted latest technology and best practices from the industry and efforts will continue in future.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant of Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

(a) In the preparation of the accounts, the applicable accounting standards have been followed.

(b) Appropriate accounting policies have been selected and applied and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the year ended December, 31, 2008 and of the profit of the Company for the year ended on that date. «

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and,

(d) The accounts have been prepared on a going concern basis.

AUDITORS

Members are requested to appoint auditors for the current year and to authorize the Board of Directors to fix their remuneration. M/s. M. K. Gohel & Associates, Chartered Accountants the retiring Auditors have furnished a Certificate of their eligibility for re-appointment under section 224(IB) of the Companies Act, 1956 and have indicated their willingness to continue.

EMPLOYEE RELATIONS & HUMAN RESOURCES

Employee relations were cordial during the year and the Board would like to place on its appreciation to all the employees of the company for their dedicated services and performance in quantitative and quantitative parameters. The company believes that its people are a key differentiator, especially in FMCG sector and a competitive business environment.

ACKNOWLEDGEMENTS

We thank our banks, investors, clients, distributors, vendors and other business associates for their continued support towards conduct of efficient operations of the Company throughout the year.

We take this opportunity to appreciate the contribution made by our employees at all levels for their dedicated service made towards the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

Shaukat S.Tharadra Chairman & Managing Director

Place: Mumbai Date: April 08,2009