Notes to Accounts of Raj Oil Mills Ltd.

Mar 31, 2024

Pursuant to such Approval of the Resolution Plan, the financial statements have been prepared on a going-concern basis taking into consideration the settlement payments crystallized under the ''Debt Restructuring Scheme'' prescribed under the Approved Resolution Plan. Detailed information about each of these items and its impact is stated hereunder and included in relevant notes together with information about the basis of calculation for each affected line item in the Financial Statements.

The Company has paid and is paying settlement amount in accordance with the approved NCLT Order. In relation to the outstanding payments of unsecured operational creditors and public fixed deposit holders as on March 31, 2024, the Company has made payments by way of cheques on the basis of last known addresses available in the records of the Company, however, the cheques were returned on account of non-traceability of the parties. 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 non traceable unsecured operational creditors & public fixed deposits in the books of accounts as on date vide their letter dated September 30, 2022.

2) Rights, preferences and restrictions attached to equity shares

- The Company has only one class of equity shares having a par value of INR 10 each per share. Each holder of equity shares is entitled to one vote per share.

- In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

B) Sensitivity Analysis1. Description of methods used for sensitivity analysis and its limitations:

a) The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change.

b) It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the method (Projected Unit Credit Method) used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.

c) Sensitivitiy due to mortality is not material hence impact of change due to these is not calculated. Sensitivities as to rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable.

d) The Weighted Average Duration (Years) as at valuation date is 9.7 years.

2. Description of Risk Exposures:

The defined benefit plan is exposed to a number of risks, the most significant of which are detailed below:

a) Salary increases - Actual salary increases will increase the plan''s liability. Increase in salary increase rate assumption in future valuations will also increase the liability.

b) Investment risk - If plan is funded then assets/liabilities mismatch and actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.

c) Discount rate - Reduction in discount rate in subsequent valuations can increase the plan''s liability.

d) Mortality and disability - Actual deaths and disability cases proving lower or higher than assumed in the valuation can impact the liabilities.

e) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact plan''s liability.

i Related parties are identified by the Management and relied upon by the Auditors

ii Borrowings of the company are guaranteed by the personal guarantee of the directors

iii For the year ended March 31, 2024, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (P.Y.- 2022-23- Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

Iv Above transaction with related parties are made on terms equivalents to those that prevails in arm length transactions. Outstanding balance at the year end are unsecured.

v Remuneration paid to key managerial person excludes gratuity liability and compensated absences as the provision is computed for the company as a whole and separate figure are not available.

Note 36: Financial Risk Management

The Company is exposed to financial risks arising from its operations and the use of financial instruments. The Company has identified financial risks and categorised them in three parts viz.

(i) Credit Risk,

(ii) Liquidity Risk and

(iii) Market Risk.

Risk management framework

The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors are responsible for developing and monitoring the Company''s risk management.

The Company''s risk management framework, are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

(i) Credit Risk

Credit risk refers to the possibility of a customer and other counterparties not meeting their obligations and terms and conditions which would result into financial losses. Such risk arises mainly from trade receivables, other receivables, loans and investments.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the operating results of the counterparty,

iii) Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations,

iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.

Financial Assets are written off when there is no r easonab le expectation of rec overy, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in Statement of Profit and Loss.

b) Investments

The Company invests its funds in unlisted equity shares of Banks which carry (no/low/high risk) for (short/long) duration and therefore (does/does not) expose the company to Credit risk. Such investment are made after reviewing creditworthiness and therefore (does/does not) expose the company to credit risk. Such investment are monitored on a regular basis.

c) Loans and other financial assets

Loans and other financial assets include s other r eceivables, loans given and esecurity deposits to customers. These loans and deposits were made in continuation of business related activities and are made after review as per companies policy.

d) Cash and cash equivalents

The cash and cash equivalents are held with banks with go od credit ratings. Also, the Company invests its funds in bank fixed deposits and shares, which carry (no / low) market risks for shortduration and therefore, does not expose the Company to credit risk.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

The Management monitors rolling forecasts of the Company''s liquidity position and cash and acash equivalents ont he basis of expected cash flows. The Company takes into account the liquidity of the market in which the Company operates.

a) Financing arrangements

The Company has an adequate fund and non-fund based limits lines with various banks. The undrawn borrowing facilities at the end of the reporting period to which the Company had access is INR NIL ( P.Y.: NIL).

b) Maturities of financial liabilities

The amounts disclosed in the table are the contractual undiscounted cash flows

(iii) Market Risk

The risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in market price. Market risk further comprises of

(a) Currency risk;

(b) Interest rate risk; and

(c) Commodity risk.

a) Currency risk

The Company is not exposed to any currency risk as the Company does not have any import payables, short term payables, short term borrowings and export receivables in foreign currency.

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a fin ancial instrument will fluctuate because of changes in market interest rates. Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

The Management is responsible for the monitoring of the Company''s interest rate position. Various variables are considered by the Management in structuring the Company''s borrowings to achieve a reasonable, competitive, cost of funding.

- Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any fixed-rate financial assets or fin ancial liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

b) Commodity risk

- Raw Material Risk

Edible Oil - Timely availability and also non-availability of good quality base oils from across the globe could negate the qualitative and quantitative production of the various products of the Company. Volatility in prices of crude oil and base oil is another major risk for this segment. The Company procures base oils from various suppliers scattered in different parts of the world. The Company tries to enter into long term supply contracts with regular suppliers and at times buys the base oils on spot basis.

- Capital Management

The Company'' s capital management objectives are:

a) to ensure the Company''s ability to continue as a going concern

b) to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of eq uity less cash and cash equivalents as presented on the face of balance sheet.

The Management assesses the Company''s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company''s various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Note 39: Events after the reporting year

There are no significant subsequent events that would require adjustment or disclosure in the financial statements as on balance sheet date.

Note 40: Segment Reporting

As the Company''s business activity falls within a single primary business segment “Edible Oil & Cakes" the disclosure requirement of Ind AS 108 "Operating Segment" are not applicable.

Note 41: Other Statutory Information

1. The Company does not have any Benami property, where any proceeding have been initiated or pending against the Company for holding any Benami property.

2. The Company does not have any transactions with companies struck off.

3. The Company has not entered into any scheme of arrangement which has an accounting impact on the current or previous financial period.

4. The Company has not traded or invested in Crypto currency or Virtual Currency during the current or previous year.

5. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries); or

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

6. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

7. The Company does not have any such transa ction which is not recorde d in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

8. The Company has not been declared wilful d efaulter by any bank or financial institution or government or any government authority.

9. The Company has complied with the number of layers prescribed under the Companies Act, 2013.

10. The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory year.

Note 42: Other Notes

The previous year figures have been regrouped/reclassified wherever necessary to confirm the current year presentation.

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Mar 31, 2023

xxv) Provisions and contingent liabilities:

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. These are reviewed at each year end to reflect the best current estimate. Provisions are not recognized for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.

Contingent liability is disclosed for:

- Possible obligations that arise from past events but their existence is confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company; or

- Present obligations arising from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

Contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Contingent assets are not recognized till the realization of the income is virtually certain. However, the same are disclosed in the financial statements where inflow of economic benefits is probable.

xxvi) Earnings per share:

Basic earnings per share

Basic earnings per share is calculated by dividing:

- the profit attributable to owners of the Company

- by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

- the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

- the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

xxvii) Exceptional Items:

During the financial year 2022-2023, the Company announced the Rights issue of shares of 1,49,88,684 fully paid equity shares aggregating up to Rs. 4,496.61 lakhs at Rs. 30 per fully paid-up equity share (including a premium of Rs. 20 per equity share). A Draft Letter of Offer and a Letter of Offer was filed on 16-01-2023 and 16-02-2023 respectively. The Right issue of the company opened on February 21, 2023 having a closure date of March 21, 2023.

On account of certain prevailing market conditions, volatilities and uncertainties in the capital markets, the minimum subscription could not be fulfilled. The circumstances lead to withdrawal of the ongoing Rights Issue on an immediate basis by way of meeting held on 20-03-2023 by the Rights Issue Committee in pursuance of the applicable SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. Owing to this and on account of it being a material item by way of its size and incidence of occurrence, the cost incurred to initiate the right issue of shares has been disclosed in the statement of profit and loss by way of an ''exceptional item'' amounting to Rs. 47.73 lakhs.

xxviii) Non-Current assets held for sale:

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and contractual rights under insurance contracts, which are specifically exempt from this requirement. Non-current assets are not depreciated or amortised while they are classified as held for sale.

2.1 Recent accounting pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31,2023, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2023, as below:

Ind AS 1 - Presentation of Financial Statements - This amendment requires the entities to disclose their material accounting policies rather than their significant accounting policies. The effective date for adoption of this amendment is annual periods beginning on or after 1 April 2023. The Company does not expect any significant impact of the amendment on its financial statements.

Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors - This amendment has introduced a definition of ''accounting estimates'' and included amendments to Ind AS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates. The effective date for adoption of this amendment is annual periods beginning on or after 1 April 2023. The Company does not expect any significant impact of the amendment on its financial statements.

Ind AS 12 - Income Taxes - This amendment has narrowed the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences. The effective date for adoption of this amendment is annual periods beginning on or after 1 April 2023. The Company does not expect any significant impact of the amendment on its financial statements.

2.2 Compensation received in case of erstwhile directors as per High Court Order dated March 03, 2023:

The Company had initiated legal proceedings against one of its former directors Mr. Shaukat Suleman Thadadra and Ors. The said petition was originally filed on 28/02/2023 seeking damages amounting to Rs. 372.13 lakhs.

During the financial year 2022-2023, the Company received a compensation of Rs. 95 lakhs out of the consideration receivable of Rs. 372.13 lakhs (Rs. 218.26 lakhs towards principal amount and Rs. 153.87 lakhs towards compensation) in terms of the High Court order dated March 03, 2023 and consent terms between the Company and the erstwhile directors. The Company has recognized the said receipt under other income under the Statement of Profit and Loss and treatment of the said compensation receipt has been considered on a cash basis for the financial year 2022-2023.

2.3 Corporate Insolvency Resolution Process (‘CIRP Process'')

The Board of Directors of the Company at their meeting held on June 06, 2014 referred the Company to the Board of Industrial and Financial Reconstruction (''BIFR'') by submission of an application to the BIFR Board on June 09, 2014. The case was accepted and registered by BIFR Board u/s 15(1) of Sick Companies (Special Provisions) Act, 1985 (''SICA'') on January 12, 2015. However, due to the repeal of the SICA, BIFR was dissolved resulting into the implementation of the Insolvency and Bankruptcy Code 2016 (''IBC/Code''), whereby all the pending cases were transferred to the National Company Law Tribunal (''NCLT'').

In accordance with the applicable provisions of the IBC, the CIRP Process of the Company was initiated by the NCLT and the case was admitted by the Hon''ble NCLT whereby the Company received an order dated July 10, 2017 (''Insolvency Commencement Date''). Pursuant to the said order, Mr. U V G Nayak was appointed as the Interim Resolution Professional (''IRP'') to manage the affairs of the Company. Thereafter, Mr. Rajendra M. Ganatra was confirmed as the Resolution Professional (''RP'') by the Committee of Creditors (''CoC''). On appointment of the IRP/RP, the powers of the Board of Directors of the Company were suspended. Thereafter, the RP invited expressions of interest and submission of a resolution plan in accordance with the provisions of the Code. Of the various resolution plans submitted, the CoC approved the resolution plan submitted by Rubberwala Housing and Infrastructure Limited, jointly with Mukhi Industries Limited (''Successful Resolution Applicants / New Promoters'').

The RP submitted the CoC approved resolution plan to the Hon''ble NCLT for its approval of the final order. The NCLT, Mumbai bench, vide its order dated April 19, 2018 (''NCLT order'') approved the resolution plan (''Approved Resolution Plan'') submitted by the Successful Resolution Applicants in accordance with the IBC. In view of the NCLT order, a new Board was constituted in the current financial year and a new management was put into place.

However, consequent to receipt of the NCLT order, the Approved Resolution Plan was subjected to stay proceedings vide the National Company Law Appellate Tribunal order (''NCLAT order'') dated July 02, 2018 on account of the appeal filed by the Department against the said NCLT order. The appeals were subsequently disposed off by the NCLAT, Delhi vide their order dated March 20, 2019. Consequently, the Approved Resolution Plan has now come into effect post the removal of the stay proceedings vide the said order. In accordance with the provisions of the Code and the NCLT order, the Approved Resolution Plan is binding on the Company and its employees, members, creditors, guarantors and other stakeholders involved.

Pursuant to such Approval of the Resolution Plan, the financial statements have been prepared on a going-concern basis taking into consideration the settlement payments crystallized under the ''Debt Restructuring Scheme'' prescribed under the Approved Resolution Plan. Detailed information about each of these items and its impact is stated hereunder and included in relevant notes together with information about the basis of calculation for each affected line item in the Financial Statements.

B) sensitivity analysis

1) Description of methods used for sensitivity analysis and its limitations:

a) The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change.

b) It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the method (Projected Unit Credit Method) used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.”

c) Sensitivitiy due to mortality is not material hence impact of change due to these is not calculated. Sensitivities as to rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable

d) The Weighted Average Duration (Years) as at valuation date is 9.7 years.

Description of Risk Exposures:

The defined benefit plan is exposed to a number of risks, the most significant of which are detailed below:

a) Salary increases - Actual salary increases will increase the plan''s liability. Increase in salary increase rate

assumption in future valuations will also increase the liability

b) Investment risk - If plan is funded then assets/liabilities mismatch and actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability

c) Discount rate - Reduction in discount rate in subsequent valuations can increase the plan''s liability

d) Mortality and disability - Actual deaths and disability cases proving lower or higher than assumed in the

valuation can impact the liabilities

e) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact plan''s liability

(c) For the year ended March 31,2023, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (P.Y.- Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

(d) All related party transactions entered during the year were in ordinary course of the business and are made on terms equivalent to those prevailing in arm''s length transaction.

(e) Compensation to key managerial person does not include provisional gratuity liability valued by an actuary, as separate figures are not available”

Note 35 : Financial Instruments : Accounting classifications and fair value measurements

(i) Accounting classifications

The fair values of the financial assets and liabilities are determined at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

The carrying amounts of trade receivables, cash and cash equivalents, bank balances, short term deposits, trade payables, payables for acquisition of property, plant and equipment, short term loans from banks, financial institutions and other current financial assets and liabilities are considered to be the same as their fair values, due to their short-term nature.

(ii) Fair value measurements

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

The following table presents carrying value and fair value of financial instruments by categories and also fair value hierarchy of assets and liabilities measured at fair value :

reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

(i) Credit Risk

Credit risk refers to the possibility of a customer and other counterparties not meeting their obligations and terms and conditions which would result into financial losses. Such risk arises mainly from trade receivables, other receivables, loans and investments. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the operating results of the counterparty,

iii) Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations,

iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized as income in the statement of profit and loss. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables, loans and advances. The maximum exposure to credit risk in case of all the financial instruments covered below is restricted to their respective carrying amount.”

b) Investments

The Company invests its funds in unlisted equity shares of Banks which carry (no/low/high risk) for (short/long) duration and therefore (does/does not) expose the company to Credit risk. Such investment are made after reviewing creditworthiness and therefore (does/does not) expose the company to credit risk. Such investment are monitored on a regular basis.

c) Loans and other financial assets

Loans and other financial assets includes other receivables, loans given and esecurity deposits to customers. These loans and deposits were made in continuation of business related activities and are made after review as per companies policy.

d) Cash and cash equivalents

The cash and cash equivalents are held with banks with good credit ratings. Also, the Company invests its funds in bank fixed deposits and shares, which carry (no / low) market risks for shortduration and therefore, does not expose the Company to credit risk.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation. The Management monitors rolling forecasts of the Company''s liquidity position and cash and acash equivalents ont he basis of expected cash flows. The Company takes into account the liquidity of the market in which the Company operates.

(iii) Market Risk

The risk that the fair value or future cash flows of financial instruments will fluctuate because of changes in market price. Market risk further comprises of

(a) Currency risk;

(b) Interest rate risk; and

(c) Commodity risk.”

a) Currency risk

The Company is not exposed to any currency risk as the Company does not have any import payables, short term payables, short term borrowings and export receivables in foreign currency.

b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

The Management is responsible for the monitoring of the Company''s interest rate position. Various variables are considered by the Management in structuring the Company''s borrowings to achieve a reasonable, competitive, cost of funding.

- Exposure to interest rate risk

The Company''s interest rate risk arises from borrowings. The interest rate profile of the Company''s interest bearing financial instruments as reported to the Management of the Company is as follows:

b) Commodity risk - Raw Material Risk

Edible Oil - Timely availability and also non-availability of good quality base oils from across the globe could negate the qualitative and quantitative production of the various products of the Company. Volatility in prices of crude oil and base oil is another major risk for this segment. The Company procures base oils from various suppliers scattered in different parts of the world. The Company tries to enter into long term supply contracts with regular suppliers and at times buys the base oils on spot basis.

- Capital Management

The Company'' s capital management objectives are:

a) to ensure the Company''s ability to continue as a going concern

b) to provide an adequate return to shareholders”

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

The Management assesses the Company''s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company''s various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Note 1

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings as it is determinable only on receipt of judgements/decisions pending with various forums/authori-ties.

Note 39 : Events after the reporting year

There are no significant subsequent events that would require adjustment or disclosure in the financial statements as on balance sheet date.

Note 40 : Segment Reporting

As the Company''s business activity falls within a single primary business segment “Edible Oil & Cakes” the disclosure requirement of Ind AS 108 “Operating Segment” are not applicable.

Note 41 : Other Statutory Information

i) The Company does not have any Benami property, where any proceeding have been initiated or pending against the Company for holding any Benami property.

ii) The Company does not have any transactions with companies struck off.

iii) The Company has not entered into any scheme of arrangement which has an accounting impact on the current or previous financial period.

iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the current or previous year.

v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries); or

b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.”

vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.”

vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

viii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

As at year ended 31st March, 2023 (Amount in INR lakhs, unless otherwise stated)

ix) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

x) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory year.

Note 42 :Other notes

The previous year figures have been regrouped/reclassified wherever necessary to confirm the current year presentation.

As per our report of even date.

For Kailash Chand Jain & Co. For and on Behalf of the Board of Raj Oil Mills Limited

Chartered Accountants Firm Reg. No. 112318W

Saurabh Chouhan Atikurraheman D. Mukhi Parvez Shafee Ahmed Shaikh

Partner Managing Director Chairman

Membership no.167453 DIN: 05191543 DIN: 00254202

Place: Mumbai

Date: May 25, 2023 Sanjay Samantaray Khushbu Bohra

Chief Financial Officer Company Secretary

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Mar 31, 2015

1. CORPORATE INFORMATION

Raj Oil Mills was started in 1943 with the production of mustard oil. The organization, since then, has brought into the market a number of quality products and enjoyed the trust of millions of consumers. Raj Oil Mills continues to remain a landmark organization for both its employees and dedicated customers.

Raj Oil Mills enjoys the support of not just its domestic customers, but has enhanced the taste of food in countries. The company has plans to further penetrate into the international markets and spread its product availability to customers who recognize our high quality brand values.

2. BASIS OF PREPARATION OF FINANCIAL STATEMENT

These financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('Act') read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or are vision to an existing accounting standard requires a change in the accounting policy hitherto in use.

3. The GDR raised had utilized towards Loans & Advances for general corporate purposes as per the object of the issue and the remaining amount is utilized for payment of statutory liabilities of the company. Relevant documents and confirmation of balances are yet to be obtained

4. The balance of sundry debtors, Creditors, Loans & advances, Banks are subject to their confirmation and reconciliation (if any). Bank balance subject to cheques on hand realization.

5. Debtors written off during the year are debtors which have consistently coming in books of account for more than 3 years and Management is of the opinion same is not recoverable even after regular follow up with the client.

6. The Company has not received any intimation from suppliers regarding their status under micro, Small and Medium Enterprises Development Act,2006 and hence disclosure if any in relation to amount unpaid as at the yearend as required under the said Act have not been furnished.

7. Segment Reporting:

As the Company's business activity falls within a single primary business segment "Edible Oil & Cakes" the disclosure requirement of Accounting Standard (AS) 17 "Segment Reporting" are not applicable.

8. "Advances to Employees" under "Short term Loan & Advance" head in the balance sheet includes loan to staff of the Company amounting to Rs. 1.44 Lacs (Previous Year: Rs. 3.30 Lacs).

9. In the opinion of the Board, current assets, loans and advances have a value at least equal to the amounts at which they are stated in the Balance Sheet, if realized in ordinary course of business.

11. As per accounting standard 22, issued by the Institute of Chartered Accountants of India, the Deferred Tax Liability of Rs.91.52 Lacs (P.Y.-NIL) has been recognized in the Profit & Loss Account. The reason for the same being the company has incurred a loss of Rs.850 Lacs (P.Y.- Rs. 29049 Lacs) after tax. The Deferred Tax Liability arises mainly due to the timing difference of brought forward losses and depreciation claimed as per the books of account and the depreciation claimed under the Income tax Act, 1961.

12. Public Deposits Accepted:

During the period Company has not accepted any fixed deposit from the public under the provision of Section 73 to 76 or any relevant provision of the companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 1975.

13. Contingent Liabilities

a. Income Tax

The Assistant Commissioner of Income Tax, Mumbai has passed an order u/s 143(3) w.r.t Section 153A of the Income Tax Act, 1961 for the Assessment Year 2005-06 to 2011-12 and u/s 143(3) of the Income Tax Act, 1961 for the Assessment Year 2011-12 and issued Notice of Demand u/s 156 of Income Tax Act, 1961 for sum of Rs. 241.25 crore. The company has preferred an appeal against the said order before the Commissioner Appeals of Income Tax, Mumbai and the case is pending. The Company has been legally advised that the demand is likely to be deleted or substantially reduced and accordingly no provision has been made in the books of accounts.

b. Sales Tax

The Assistant Commissioner of Sales Tax Investigation Branch, Mumbai has demanded a sum of Rs. 9.84 crore. The case is pending before the Assistant Commissioner of Sales Tax (Investigation), Mumbai.

14. Going Concern Assumption

During the financial period the Company has incurred loss of Rs. 850 Lacs and its 100% net worth is eroded. Lack of adequate working capital has also affected the operations, resulting in partial running or closure of plants (for a limited period). Company is in the process of restructuring its business; hive off non-core assets for reducing debt burden through some strategic alliance or introduce any potential investor which is in process. This would enable the Company to tide over its continuing financial burden and ensure smoother running of its plants. Under the circumstances, the financial statements have been prepared on Going Concern basis and in the opinion of the management no adjustments are considered necessary to the carrying value of its assets and liabilities.

15. Related Party Transactions

Parties are considered to be related if at any time during the year; one party has the ability to control the other party or to exercise significant influence over the other party in making financial and/or operating decision. As required by Accounting Standard (AS) -18 "Related Party Disclosure" issued by The Institute of Chartered Accountants of India, information in this respect is as follows:

I. Individual(s) having control with relatives and associate :

Mr. Shaukat S. Tharadra Mrs. Shahida S. Tharadra

II. Key-Management Personnel :

Name Designation

Shaukat S. Tharadra Chairman & Managing Director (CMD)

AzamkhanF.Lohani Whole-time Director

Rashid I. Tharadra Whole-time Director

Abdulla K. Musla Whole-time Director

Saryu Vora Independent Director

III. Entities owned or significantly influenced by Directors and/or key management

Personnel or their relative and with whom Company has entered into transaction during the period under review:

Entities Nature of Relationship

Raj Oil Mills Ltd Employee's Gratuity Trust Associates

Raj Oil Mills Associate concern

Raj Builders Associate concern

16.. The previous year figures have been regrouped / reclassified wherever necessary to confirm the current year presentation.

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Mar 31, 2014

NOTE - 25

CORPORATE INFORMATION

Raj Oil Mills was started in 1943 with the production of mustard oil. The organization, since then, has brought into the market a number of quality products and enjoyed the trust of millions of consumers. Raj Oil Mills continues to remain a landmark organization for both its employees and dedicated customers.

Raj Oil Mills enjoys the support of not just its domestic customers, but has enhanced the taste of food in countries as wide-spread as Saudi Arabia, Japan, Myanmar, Bangladesh, UK and Africa. The company''s dedication to quality and brand values is seen in the stupendous response received from overseas customers for its premium brand of products. The company has plans to further penetrate into the international markets and spread its product availability to customers who recognize our high quality brand values.

BASIS OF PREPARATION OF FINANCIAL STATEMENT The Financial Statements are prepared as per historical cost convention and in accordance with the Generally Accepted Accounting Principles in India, the provisions of the Companies Act 1956 , and the applicable Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006. All Income and Expenditures having material bearing on the Financial Statements are recognized on accrual basis.

2. Global Depository Receipts (GDRs):

The Company raised US $ 7.76 million (Rs. 43.40 Crores) through the issue of 0.7 million Global Depository Receipts (GDRs) on July 26, 2012. Each GDR represents fifty underlying equity share of Rs. 10 each and the issue got listed with London Stock Exchange. The issue was priced at US $ 11.084 for each GDR. From the net proceeds of US $ 7.52 million ( after having adjusted US $ 0.24 million towards issue related expenses) the company had utilized US $ 7.30 million towards Loans and Advances towards general corporate purposes as per the object of the issue and the remaining balance is utilized for the payment of statutory liabilities of the company. Relevant documents and confirmation of balances are yet to be obtained.

3. The balance of sundry debtors, Creditors, Loans & advances, Banks are subject to their confirmation and reconciliation if any. Bank balance subject to cheques on hand realization.

4. Pursuant to the management information and decision in respect debts which are appearing in the books for more than 2years, It has been informed by management upon their taking decision to write off the same. In view of the facts that the same are not recoverable despite regular follow up even there is a special appointment of Chartered Accountant firm to ensure correct off. Accordingly the same has been done.

5. The Company has not received any intimation from suppliers regarding their status under micro, Small and Medium Enterprises Development Act,2006 and hence disclosure if any in relation to amount unpaid as at the yearend as required under the said Act have not been furnished.

6. Segment Reporting:

As the Company''s business activity falls within a single primary business segment "Edible Oil & Cakes" the disclosure requirement of Accounting Standard (AS) 17 "Segment Reporting" are not applicable.

7. "Advances to Employees" under "Short term Loan &Advance" head in the balance -sheet includes loan to staff of the Company amounting to Rs.0.03 Crores (Previous Year: Rs. 0.02 Crores).

8. In the opinion of the Board, current assets, loans and advances have a value at least equal to the amounts at which they are stated in the Balance Sheet, if realized in ordinary course of business.

9. As per accounting standard 22, issued by the Institute of Chartered Accountants of India, the Deferred Tax Liability of Rs.NIL (Rs.2.75 Crores) has been recognized in the Profit & Loss Account. The reason for the same being the company has incurred a loss of Rs. 290.49 Crores after tax. If the deferred tax liability is provided, this cannot be set off for future eight assessment years. The Deferred Tax Liability arises mainly due to the timing difference of brought forward losses and depreciation claimed as per the books of account and the depreci -ation claimed under the Income tax Act, 1961.

10. Public Deposits Accepted:

During the period Company has not accepted any 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.

11. There are no dues payable to the Investor Education and Protection Fund as at 31st March 2014

12. EMPLOYEE BENEFITS:

Disclosures pursuant to Accounting Standard -15 (Revised) "Employee Benefits":

(i) The company has recognized Rs. 0.03 crores as expenses in the profit and loss account in the absence of the Actuarial Valuation in respect of defined contribution plan administered by the Government.

(ii) Defined benefit plan and long term employment benefit:

A General description:

Gratuity [Defined benefit plan]:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is eligible for gratuity. Gratuity is computed based on 1 5 days salary [last drawn salary] for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy.

13. Contingent Liabilities

a. Income Tax

The Assistant Commissioner of Income Tax, Mumbai has passed an order u/s 143(3) w.r.t Section 153A of the Income Tax Act, 1 961 for the Assessment Year 2005-06 to 2011-12 and u/s 143(3) of the Income Tax Act, 1 961 for the Assessment Year 2011- 12 and issued Notice of Demand u/s 1 5 Income Tax Act, 1 961 for sum of Rs. 1 69.79 Crores. The company has preferred an appeal against the said order before the Commissioner Appeals of Income Tax, Mumbai and the case is pending. The Company has been legally advised that the demand is likely to be deleted or substantially reduced and accordingly no provision has been made in the books of accounts.

b. Sales Tax

The Assistant Commissioner of Sales Tax Investigation Branch, Mumbai has demanded a sum of Rs.38.56 Crores. The case is pending before the Assistant Commissioner of Sales Tax (Investigation), Mumbai.

14. Going Concern Assumption

During the financial period the Company has incurred loss of Rs. 291 crores and its 100% net worth is eroded. Lack of adequate working capital has also affected the operations, resulting in partial running or closure of plants (for a limited period). Under the circumstances, the financial statements have been prepared on Going Concern basis and in the opinion of the management no adjustments are considered necessary to the carrying value of its assets and liabilities.

15. Related Party Transactions

Parties are considered to be related if at any time during the year; one party has the ability to control the other party or to exercise significant influence over the other party in making financial and/or operating decision. As required by Accounting Standard (AS)-18 "Related Party Disclosure" issued by The Institute of Chartered Accountants of India, information in this respect is as follows:

I. Individual(s) having control with relatives and associate :

Mr. Shaukat S. Tharadra Mrs. Shahida S. Tharadra

II. Key-Management Personnel :NameDesignation

Shaukat S. Tharadra Chairman & Managing Director (CMD)

AzamkhanF.Lohani Whole-time Director

Rashid I. Tharadra Whole-time Director

Abdulla K. Musla Whole-time Director

III. Entities owned or significantly influenced by Directors and/or key management Personnel or their relative and with whom Company has entered into transaction during the period under review :

Entities Nature of Relationship

Raj Oil Mills Associate concern

Raj Builders Associate concern

Company has paid Rs.0.2 crores (Previous Period Rs.0.31 crores) to Mr. Shaukat S. Tharadra, as Rent for registered office building admeasuring approximate 8,950 Sq. Ft. of the carpet area at 224, Bellasis Road, Mumbai taken on perpetual sub- tenancy basis vide agreement dated 1st October 2007.

The previous year figures have been regrouped / reclassified wherever necessary to confirm the current year presentation. Particular of Balance Sheet abstract and the Company General Business Profile, Pursuant to Part IV of Schedule VI of the Companies Act, 1956 is attached herewith.

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Mar 31, 2013

1. Details of Default in repayment of loans and interest in respect of the followings : (a) Amount of Long- Term Borrowings outstanding as on 31/03/2013 :

i) SVC Term Loan – Amounting Rs. 0.35 Crores

ii) Edelweiss Assets Reconstruction Co. Ltd. – Amounting Rs. 68.07 Crores iii) Public Deposits – Amounting to Rs. 1.30 Crores iv) SICOM (Bill Discounting) – Amounting Rs.11.56 Crores v) SIDBI (Bill Discounting) – Amounting Rs. 3.08 Crores vi) IFCI Factors(Bill Discounting) – Amounting Rs. 12.02 Crores vii) Inter-Corporate Deposit – Amounting Rs. 1.00 Crores b) Amount of Short- Term Borrowings outstanding as on 31/03/2013 : i) SVC Loan (C/C) – Amounting Rs. 21.34 Crores

2. Global Depository Receipts (GDRs) :

The Company raised US $ 7.76 million (Rs. 43.40 Crores) through the issue of 0.7 million Global Depository Receipts (GDRs) on July 26, 2012. Each GDR represents fifty underlying equity share of Rs. 10 each and the issue got listed with London Stock Exchange. The issue was priced at US $ 11.084 for each GDR. From the net proceeds of US $ 7.52 million ( after having adjusted US $ 0.24 million towards issue related expenses) the company had utilized US $ 7.30 million towards Loans and Advances towards general corporate purposes as per the object of the issue and the remaining balance is utilized for the payment of statutory liabilities of the company.

3. The balance of sundry debtors, Creditors, Loans & advances are subject to their confirmation and reconciliation if any. Bank balance subject to cheques on hand realization.

4. The Company has not received any intimation from suppliers regarding their status under micro, Small and Medium Enterprises Development Act,2006 and hence disclosure if any in relation to amount unpaid as at the year end as required under the said Act have not been furnished.

5. Segment Reporting :

As the Company’s business activity falls within a single primary business segment “Edible Oil & Cakes” the disclosure requirement of Accounting Standard (AS) 17 “Segment Reporting” are not applicable.

6. “Advances to Employees” under “Short term Loan &Advance” head in the balance - sheet includes loan to staff of the Company amounting to Rs.0.02 Crores (PreviousYear: Rs. 0.02 Crores).

7. In the opinion of the Board, current assets, loans and advances have a value at least equal to the amounts at which they are stated in the Balance Sheet, if realized in ordinary course of business.

8. In the opinion of the Board, current assets, loans and advances have a value at least equal to the amounts at which they are stated in the Balance Sheet, if realized in ordinary course of business.

9. As per accounting standard -22, issued by the Institute of Chartered Accountants of India, the Deferred Tax Liability of Rs.2.75 Crores (Rs.2.75 Crores) has been recognized in the Profit & Loss Account. The Deferred Tax Liability arises mainly due to the timing difference of brought forward losses and depreciation claimed as per the books of account and the depreciation claimed under the Income tax Act, 1961.

10. Public Deposit Accepted:

During the period Company has not accepted any 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.

11. There are no dues payable to the Investor Education and Protection Fund as at 31st March 2013.

12. EMPLOYEE BENEFITS:

Disclosures pursuant to Accounting Standard -15 (Revised) “Employee Benefits”:

(i) The company has recognized as expenses in the profit and loss account as per Acturial Valuation in respect of defined contribution plan Rs. 0.15 Crores administered by the Government.

(ii) Defined benefit plan and long term employment benefit: A General description:

Gratuity [Defined benefit plan]:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is eligible for gratuity. Gratuity is computed based on 15 days salary [last drawn salary] for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy.

13. Contingent Liabilities

(a) Income Tax

The Deputy Commissioner of Income Tax, Mumbai has passed an order u/s 221(1) of Income Tax Act for Assessment Year 2008-09 and levied penalty of Rs0.34 Crores. The company has preferred an appeal against the said order before the Income Tax Appellate Tribunal (ITAT), Mumbai and the case is pending. The Company has been legally advised that the demand is likely to be deleted or substantially reduced and accordingly no provision has been made. The Additional Commissioner of Income Tax, Mumbai has passed an order u/s 143 (3) of Income Tax Act for the Assessment Year 2008-09 and issued Notice of Demand u/s 156 of Income Tax Act, 1961 for sum of Rs.1.26 Crores. The company has preferred an appeal against the said order before the Commissioner Appeals Income Tax, Mumbai and the case is pending. The Assistant Commissioner of Income Tax, Mumbai has passed an order u/s 143(3) r.w.s. 153A of the Income Tax Act, 1961 for the Assessment Year 2005-06 to 2010-11 and u/s 143(3) of the Income Tax Act,1961 for the Assessment Year 2011-12 and issued Notice of Demand u/s 156 of Income Tax Act,1961 for sum of Rs. 169.79 Crores. The company has preferred an appeal against the said order before the Commissioner Appeals of Income Tax, Mumbai and the case is pending. The Company has been legally advised that the demand is likely to be deleted or substantially reduced and accordingly no provision has been made in the books of accounts.

(b) Sales Tax

The Assistant Commissioner of Sales Tax Investigation Branch, Mumbai has demanded a sum of Rs.1.52 Crores. The case is pending before the Assistant Commissioner of Sales Tax (Investigation), Mumbai.

14. Related Party Transactions

Parties are considered to be related if at any time during the year, one party has the ability to control the other party or to exercise significant influence over the other party in making financial and/or operating decision. As required by Accounting Statndard (AS) -18 “Related Party Disclosure” issued by The Institute of Chartered Accountants of India, information in this respect is as follows :

I. Individual(s) having control with relatives and associate :

Mr. Shaukat S. Tharadra Mrs. Shahida S. Tharadra

II. Key-Management Personnel :

Name Designation

Shaukat S. Tharadra Chairman & Managing Director (CMD)

Azamkhan F.Lohani Whole-time Director

Rashid I. Tharadra Whole-time Director

Abdulla K. Musla Whole-time Director

Manavendra S. Gokhale Chief Executive Officer (CEO)

III. Entities owned or significantly influenced by Directors and/or key management Personnel or their relative and with whom Company has entered into transaction during the period under review :

Entities Nature of Relationship

Raj Oil Mills Ltd Employee’s Gratuity Trust Associates

Raj Oil Mills Associate concern

Raj Builders Associate concern Company has paid Rs.0.31 crores (Previous Period Rs.0.89 crores) to Mr. Shaukat S. Tharadra, as Rent for registered office building admeasuring approximate 8,950 Sq. Ft. of the carpet area at 224, Bellasis Road, Mumbai taken on perpetual sub-tenancy basis vide agreement dated 1st October 2007.

15. The previous year figures have been regrouped / reclassified wherever necessary to confirm the current year presentation.

16. Particular of Balance Sheet abstract and the Company General Business Profile, Pursuant to Part IV of Schedule VI of the Companies Act, 1956 is attached herewith.

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Mar 31, 2012

1. Details of Default in repayment of loans and interest in respect of the followings:

(a) Amount of Long- Term Borrowings outstanding as on 31/03/2012:

i SVC Term Loan - Amounting Rs. 0.38 Crores

ii) Public Deposits-Amounting to Rs. 0.75 Crores

(b) Amount of Short-Term Borrowings outstanding as on 31/03/2012:

i) SVC Loan(C/C)-AmountingRs.2.11Crores

ii) KVB Loan (C/C) - Amounting Rs.2.13 Crores

iii IFCI Factors (Bill Discounting)-Amounting Rs.12.02 Crores

iv) SICOM (Bill Discounting) - Amounting Rs.11.61 Crores

vi SIDBI (Bill Discounting) - Amounting Rs. 3.08 Crores

vi) inter-Corporate Deposit-Amounting Rs. 1.91 Crores

2. The Shareholder of the Company on June 4, 2012 has approved the GDR issue upto 20 million USD or equivalent Indian rupee. On July 26, 2012 the Board of the Directors of the Company has approved and allotted 3,50,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 2.40/- i.e.@ Rs.12.40/-, underlying 7,00,000 GDR's. The Company has also received In - Principal listing approval from Bombay Stock Exchange Limited and National Stock Exchange Limited. The Securities underlying GDR does not have voting rights, until they are converted into Equity Shares of the Company.

3. The balance of sundry debtors, Creditors, Loans & advances are subject to their confirmation and reconciliation if any Bank balance subject to cheques on hand realization.

4. The Company has not received any intimation from suppliers regarding their status under micro, Small and Medium Enterprises Development Act,2006 and hence disclosure if any in relation to amount unpaid as at the year end as required under the said Act have not been furnished.

5. Segment Reporting:

As the Company's business activity falls within a single primary business segment "Edible Oil & Cakes" the disclosure requirement of Accounting Standard (AS) 17 "Segment Reporting" are not applicable.

6. "Advances to Employees" under "Short term Loan &Advance" head in the balance - sheet includes loan to staff of the Company amounting to Rs.0.02 Crores (Previous Year: Rs. 0.04 Crores).

7. In the opinion of the Board, current assets, loans and advances have a value at least equal to the amounts at which they are stated in the Balance Sheet, if realized in ordinary course of business.

Since no commission is payable during the year, computation of net profit under Section 198 of the Companies Act, 1956 has not been computed for the year.

8. As per accounting standard -22, issued by the Institute of Chartered Accountants of India, the Deferred Tax Liability of Rs. 1.90 Crores (Rs.5.64 Crores) has been recognized in the Profit & Loss Account. The Deferred Tax Liability arises mainly due to the timing difference of depreciation claimed as per the books of account and the depreciation claimed under the Income tax Act, 1961.

9. Earnings Per Share.

As required by Statement of Accounting Standard (AS) - 20 "Earning Per Share", reconciliation of basic and diluted number of Equity shares used in computing Earnings Per Share is as follows:

10. Public Deposit Accepted:

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.

11. There are no dues payable to the Investor Education and Protection Fund as at 31st March 2012.

12. EMPLOYEE BENEFITS:

Disclosures pursuant to Accounting Standard -15 (Revised) "Employee Benefits"

(i) The company has recognized as an expenses in the profit and loss account as per Acturial Valuation in respect of defined contribution plan Rs. 0.10 Crores administered by the Government.

(ii) Defined benefit plan and long term employment benefit:

A General description:

Gratuity [Defined benefit plan]:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is eligible for gratuity. Gratuity is computed based on 15 days salary [last drawn salary] for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy.

13. Contingent Liabilities

(a) Excise

Raj Oil Mills Ltd. Manufactures and markets pure coconut oil under the brands of Cocoraj, Cocotoss. Such Coconut Oil (CO) is a 100% natural product and meets all standards of edible oil as given in the Prevention of Food Adulteration Act. CO is currently classified under Excise as a vegetable oil under chapter 15 and attracts Excise at zero rate. CO classified under chapter 15 as vegetable oil has been vindicated by the decision of Appleate Tribunal on various occasions. However the Central Board Of Excise and Custom has recently issued instruction vide circular No.890/10/2009-CX dated 3rd June 2009 where in it has classified coconut oil packed in the container size upto 200ml as hair oil there by attracting Excise duty at applicable rates. The company has filled writ petition no. 1600J2009 with the Bombay High Court, Mumbai for interim relief hearing is pending for final disposal. The Honourable High Court vide order dated August 27, 2009 granted inteirm relief subjet to certain conditions and restrained the department of Central Excise from recovering Central Excise. The company has received show cause notice dated March 15,2010 from the office of the Commissioner of Central Excise, Thane, for Rs. 10.42 crores plus interest and penalty. The company has filed reply to the Department on 15th October 2010. The Comissioner of Central Excise, Thane, has passed an Order and issued Order in Original along with the demand note for the said amount. The Company has filled an Apeal against the said Order with the Central Excise and Custom and Service Tax Apellate Tribunal (CESTAT).

(b) Income Tax

The Deputy Commissioner of Income Tax, Mumbai has passed an order u/s 221(1) of Income Tax Act for Assessment Year 2008-09 and levied penalty of Rs0.34 Crores. The company has preferred an appeal against the said order before the Income Tax Apellate Tribunal, Mumbai and the case is pending. The Company has been legally adviced that the demand is likely to be deleted or substantially reduced and accordingly no provision has been made.

The Additional Comissioner of Income Tax, Mumbai has passed an order u/s 143 (3) of Income Tax Act for the Assessment Year 2008-09 and issued Notice of Demand u/s 156 of Income Tax Act, 1961 for sum of Rs.l.26 Crores. The company has preferred an appeal against the said order before the Commissioner Appeals Income Tax, Mumbai and the case is pending.

(c) Sales Tax

The Assistant Commisioner of Sales Tax Investigation Branch, Mumbai has demanded a sum of Rs.l.52 Crores. The case is pending before the Assistant Commissioner of Sales Tax(lnvestigation), Mumbai.

(d) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.8.95 Crores (Previous Year 6.29 Crores).

14 Related Party Transactions

Parties are considered to be related if at any time during the year, one party has the ability to control the other party or to exercise significant influence over the other party in making financial and/or operating decision. As required by Accounting Statndard (AS) -18 "Related Party Disclosure" issued by The Insitute of Chartered Accountants of India, information in this respect is as follows:

I. Individual(s) having control with relatives and associate:

Mr. Shaukat S. Tharadra Mrs. Shahida S. Tharadra

Company has paid Rs.0.89 crores (Previous Period Rs.0.96 crores) to Mr. Shaukat S. Tharadra, as Rent for registered office building admeasuring approximate 8950 Sq. Ft. of the carpet area at 224, Bellasis Road, Mumbai taken on perpetual sub-tenancy basis vide agreement dated 1st October 2007.

15 The financial statements for the year ended 31st March, 2011 had been prepared as per the then applicable, Pre- Revised Schedule-VI to the Companies Act,1956. Consequent to the notification under the Companies Act,1956, the financial statements for the year ended 31st March, 2012 are prepared under revised Schedule VI. Accordingly, the previous year figures have also been reclassified to confirm to this year's classification.

16 Particular of Balance Sheet abstract and the Company General Business Profile, Pursuant to Part IV of Schedule VI of the Companies Act, 1956 is attached herewith.

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Mar 31, 2010

1. Secured Loans

(a) Term loans, Cash Credit & Letter of Credit facility from banks is secured by hypothecation of all existing fixed assets of the Company including vehicles, entire stocks and book debts, margin money as may be held by the bank at the time of issue of such Letter of Credit and equitable mortgage of land and building at Village Ten Tal. Palghar, Manor and personal guarantees of some of the Directors. Term Loan repayable within one year is Rs. 47.51 Lakhs (Previous Year Rs. 125.69 Lakhs)

(b) Vehicle loan / Loan against property from the banks/finance companies are secured by the charge on the respective vehicle & property and personal security on flat of a director. Loan repayable within one year is Rs.13.17 Lakhs (Previous Year Rs.10.95 Lakhs)

2. Contingent Liabilities

(a) Excise

Raj Oil Mills Ltd. Manufactures and markets pure coconut oil under the brands Cocoraj. Such Coconut Oil (CO) is a 100% natural product and meets all standards of edible oil as given in the Prevention of Food Adulteration Act. CO is currently classified under excise as a Vegetable Oil under Chapter 15 as attracts excise at Zero rate. The stand the CO is classified under chapter 15 as fixed vegetable oil has been vindicated by the decision of Appellate Tribunal benches on various occasions. However, the Central Board Excise & Customs (CBSE) has recently issued instruction vide Circular No. 890/10/2009-CX dated June 3, 2009 wherein it has classified coconut oil packed in container size up to 200 ML as hair oil. Which is chargeable to excise duty with effect from the date of the circular that June 3,2009.

The Company has filed writ petition No. 1600/2009 with the Bombay High Court, Mumbai foe interim relief. Hearing is pending for final disposal. The Honble High Court vide order dated August 27, 2009, granted interim relief subject to certain conditions and restrained the Department of Central Excise from recovering Central Excise. The Company has received Show Cause Notice dated March 15, 2010 from the Office of the Commissioner of Central Excise, Thane for Rs.10.42 Cr plus interest and penalty. The Company is under the process of filing appeal to the Department and also to seek legal advice to move petition before the The Honble High Court, Mumbai against the Demand Notice received.

(b) Income Tax

The Deputy Commissioner of Income Tax, Mumbai has passed an order u/s 221(1) of Income Tax Act for Assessment Year 2008-09 and levied penalty of Rs 34.72 Lakhs. The company has preferred an appeal against the said order before the Commissioner of Income Tax (Appeals), Mumbai and the case is pending. The Company has been legally adviced that the demand is likely to be deleted or substantially reduced and accordingly no provision has been made.

(c) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.628.89 Lakhs (Previous Year 261.69).

(d) Company has outstanding Bank Guarntee of Rs.57.00 lacs (Previour Year Rs.Nil)

3. Related Party transactions

As required by Accounting Standard (AS) 18 "Related Party Disclosures" issued by The Institute of Chartered Accountants of India, information in this respect is as follows:

I. Individual(s) having control with relatives and associates

Mr. Shaukat S. Tharadra Mrs. Shahida S. Tharadra

4. In the opinion of the Board, current assets, loans and advances have a value at least equal to the amounts at which they are stated in the Balance Sheet, if realized in ordinary course of business.

5. The balances of sundry debtors and sundry creditors are subject to confirmation from respective parties.

6. Additional information pursuant to the provisions of paragraphs 3, 4, 4B, 4C and 4D of Part II of Schedule VI of the Companies Act, 1956 are given to the extent applicable

7. The disclosers as required to be made relating to Micro, Small and Medium Enterprise under the Micro, Small and Medium enterprises development Act, 2006 (MSMED) are not furnished in view ot the non availability of information with the Company from such Enterprises.

(a) As required by Statement of Accounting Standard (AS) 20 "Earnings Per Share", reconciliation of basic and diluted number of Equity Shares used in computing Earnings Per Shares is as follows.

9. Segment Information

As the Companys business activity falls within a single primary business segment "Edible Oil & Cakes" the disclosure requirement of Accounting Standard (AS) 17 "Segment Reporting"are not applicable.

10. The Company has changed its financial year end from 31st December to 31st March annually, with effect from current financial year. Accordingly, the financial statements for the current financial are made up form 1st January, 2009 to 31st March, 2010 (15 Months). The corresponding figured for the previous year relate to the period 1st January 2008 to 31st December 2008 (12 Months). Therefore, the two are not comparable.

11. There are no dues payable to the Investor Education and Protection Fund as at 31st March 2010.

12. Disclosure as defined in the Accounting Standard 15 is not given as the report from Actuary is awaited.

13. Particulars of Balance Sheet abstract and the Company General Business Profile, pursuant to Part IV of Schedule VI of the Companies Act 1956 is attached herewith.

14. (a) The figures in brackets or in shaded background represent those of previous year.

(b) The figures for the previous year have been regrouped-rearranged wherever necessary to conform to current period classification.

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Dec 31, 2008

1. (a) Auditors Qualification

The Company does not have an internal audit system commensurate with the nature of its business. Management has initiated steps to implement internal audit system commensurate with the nature of its business.

(b) Current Liability

The Company has vide a Multi-Option Facility Agreement dated March 29, 2008, availed of a credit facility of INR 1,000.00 lakhs from teh Barclays Bank Pic,. As per the terms of the multi-facility agreement, the Company was required to create a charge on its immovable properties, movable fixed assets and current assets within 180 days of the first disbursement of funds. Pursuant to failure of the Company to furnish such security to Barclays Bank Pic, the lender has vide a letter dated November 15,2008 called upon the Company to repay the outstanding amount of Rs. 4.5 crores in 2 installments Rs. 2 crores by November 30,2008 and the balance Rs. 2.5 crores by December 31,2008. The said letter further stipulates that non-payment of the dues would attract penal interest at 24% p.a. The amount to be repaid as on date 31 st March, 2009 is Rs. 150.90 lakhs.

2. (A) Secured Loans

(a) Term loans, Cash Credit & Letter of Credit facility from banks are secured by hypothecation of all existing fixed assets of the Company including vehicles, entire stocks and book debts, margin money as may be held by the bank at the time of issue of such Letter of Credit and equitable mortgage of land and building at Village Ten Tal. Palghar, IVIanor and persona) guarantees of few Directors and a shareholder.

(b) Hire Purchase Vehicle loan / Loan against property from the banks / finance companies are secured by the charge on the respective vehicle & property and personal security on flat of a director.

(c) (i) Hypothecation of vehicle Toyota Innova Bearing registration No. MH01-VA-3210 is registered in the name of Mr. Azamkhan F. Lohani, a whole time director of the company.

(ii) Hypothecation of vehicle Toyota Innova Bearing registration No. MH01-VA-6161 is registered in the name of Mr. Abdulla K. Musla, a whole time director of the company.

(iii) Hypothecation of vehicle Toyota Innova Bearing registration No. MH01-AC-8080 is registered in the name of Mr. Azamkhan F. Lahani, a whole time director of the company.

The aforementioned vehicles are used for the official purpose and the margin money, v installments including interest, and all other ancillary expenses like petrol, diesel, repair and maintenance is paid by the company. Depreciation on the aforesaid mentioned vehicle are also claimed by the company under section 32 of the Income Tax Act, 1961, as a beneficial owner of the said vehicles. On the repayment of the vehicle loans the ownership of said vehicles will be transferred in the name of the company.

3. Contingent Liabilities

(a) As per the decision of the management, no leave accumulation by employees is allowed hence no Provision has been made for leave outstanding as on the balance sheet date.

(b) The company has given corporate guarantee to the extent of Rs. 750 Lacs (Rs. 750 Lacs) in respect of loan taken by farmers / VLC from Axis Bank Ltd (erstwhile UTI Bank Ltd.) Vide original Banks sanction letter no. UTIB /10705 / 2005-06 Dated 7" December 2005. The company will be liable to repay the said loan in case of failure by the farmer to repay the loan to the extent of guarantee given by the company. The said guarantee was revoked on 27th February 2009 and was confirmed by the Axis Bank Ltd.

(c) Income Tax

(i) During the previous year 2007 the Income Tax Department conducted a survey on 12th December 2007. The company has accepted the capital expenditure of Rs. 245.00 Lacs, being wrongly shown as book-debts in the books of accounts and accepted to rectify the same in the current year. The department is of the opinion that the same is unaccounted expenditure and added to the income of current year. The management is of the opinion that said addition is not likely to effect the income of the current year.

(ii) Regarding Assessment Year 2006-07, the Deputy Commissioner of Income Tax passed an Order dated 24/12/08 u/s 143(3) whereby he assessed our Income at Rs. 25,21,562 u/s 115JB as against the returned income of Rs. 21,03,958/- and raised a demand of Rs. 13,34,555/- on us. Our Company has filed an Appeal before the

Honble Commissioner Of Income Tax-Appeals on January 07, 2009 against the said order. The case is still pending.

(iii) Regarding Assessment Year 2005-06, the Deputy Commissioner of Income Tax passed an Order dated 26/12/07 u/s 143(3) whereby he assessed our Income at Rs. 65,39,972 u/s 115JB as against the returned income of Rs. 64,76,225 and raised a demand of Rs. 62,099/- on us. Our Company has filed an Appeal before the Honble Commissioner Of Income Tax-Appeals, against the said order. The Company before filing of the Appeal on 1 st January, 2008 paid the amount of Rs 62,099/-. The case is still pending.

(iv) For the Assessment Year 2003-04, the Deputy Commissioner of Income Tax passed Order dated 30 January, 2006 whereby it determined the total loss of our Company at Rs 1,38,07,305 against loss of Rs 2,58,63,258 declared by our Company. Our Company had filed an Appeal before the Honble Commissioner Of Income Tax- Appeals to set aside the Order. The said Appeal was decided against our Company vide Order dated 18th June, 2007 and thereafter, the company the said Order of Appeal before the Income Tax Appellant Tribunal. The case is still pending.

(v) The Deputy Commissioner of Income Tax passed Order dated 30 March, 2009, along with Demand Notice, whereby he has levied penalty order u/s 271 (l)(c) of the Income Tax Act, 1961 for amount of Rs.12,23,870/- for non - payment of Income Tax assessed for the Assessment Year 2003-04. Our Company had filed an Appeal before the Honble Commissioner Of Income Tax-Appeals on April 08, 2009, to set aside the Order and grant stay against the Demand recovery till the disposal of the order.

(c) Estimated amount of contracts remaining to be executed on capital account and not provided forRs. 261.69Lacs (P.Y. Rs. 477.48 Lacs).

4. Related Party transactions

As required by Accounting Standard (AS) 18 "Related Party Disclosures " issued by The Institute of Chartered Accountants of India, information in this respect is as follows:

I. Individual(s) having control with relatives and associates Mr. Shaukat S. Tharadra

Mrs, Shahida S. Tharadra

II. Key-Management Personnel *

Name Designation

Shaukat S. Tharadra Chairman & Managing Director

Azamkhan F. Lohani Whole-time Director

Rashid I Tharadra Whole-time Director

Abdulla K Musla Whole-time Director

III. Entities owned or significantly influenced by Directors and/or key management personnel or their relatives and with whom Company has entered into transactions during the period under review.

Entities Nature of Relationship

Raj Oil Mills Ltd. Employees Gratuity Trust Associates

IV. Entities owned or significantly influenced by Directors and/or key management personnel or their relatives and with whom Company has not entered into any transactions during the period under review.

Entities Nature of Relationship

Raj Oil Industries Private Limited Subsidiary company **

Raj Oil Mills Employees Gratuity Associates

Raj Oil Mills Associate concern

Raj Builders Associate concern

* * For part of the year for 2007.

VI. Notes to related party transactions

(a) Company has paid Rs. Nil (Rs. 12.17 Lacs) (Inclusive of lease tax) as Royalty for grant of exclusive license and right to use Brands and Trademarks owned by M/s Raj Oil Mills a partnership firm, in which some of the Directors are interested as partners in pursuance to agreements entered into with them.

(b) During the previous year, vide various agreements Mr. Shaukat Suleman Tharadra (the beneficial owner), a partner of M/s Raj Oil Mills assigned to the company, the said trademarks for a consideration of Rs. Nil (Rs. 5,555/-.)

(c) Company has paid Rs. 75.80 Lacs (Rs. 18.80 Lacs) to Mr. Shaukat S. Tharadra, as Sub-Let Rent for registered office building admeasuring approx. about 8950 Sq. Ft. of the carpet area at 224, Bellasis Road, Mumbai taken on perpetual sub-tenancy basis vide agreement dated 1sl October 2007.

5. Additional information pursuant to the provisions of paragraphs 3,4,4B, 4C and 4D of Part II of Schedule VI of the Companies Act, 1956 are given to the extent applicable.

(i) Installed capacity is as certified by the Management of the Company and accepted by the Auditors as this is a technical matter.

(ii) The Companys products are exempted from licensing provision under the Industries (Development & Regulation) Act, 1951.

6. Segment Information

As the Companys business activity falls within a single primary business segment "Edible Oil & Cakes" the disclosure requirement of Accounting Standard (AS) 17 "Segment Reporting", issued by The Institute of Chartered Accountants of India are not applicable. However it does not have any impact on the true & fair view of the state of affairs in case of Balance Sheet and Profit & Loss Account.

7. (a) The figures in brackets or in shaded background represent those of previous year.

(b) The figures for the previous year have been regrouped / rearranged wherever necessary to conform to current years classification.