Ruchi Soya Industries Limited
Registered Office : 408, Tulsiani Chambers, Nariman Point, Mumbai 400 021
Notice
Notice is hereby given that the Twenty Third Annual General
Meeting of the members of Ruchi Soya Industries Limited will be
held at Sunville Deluxe Pavilion, Sunville Building, 9, Dr. Annie
Besant Road, Worli, Mumbai - 400 018 on Wednesday, the
30th September, 2009 at 10.30 A.M. to transact the following
business :
ORDINARY BUSINESS :
1. To receive, consider and adopt the Audited Balance Sheet as
at 31st March, 2009 and the Profit & Loss Account for the
year ended 31st March, 2009 togetherwith the reports of the
Directors and Auditors thereon.
2. To confirm dividend on Preference Shares and to declare
dividend on Equity Shares.
3. To appoint a Director in place of Mr. Kailash Shahra, who
retires by rotation and being eligible, offers himself for
re-appointment.
4. To appoint a Director in place of Mr. A. B. Rao, who retires
by rotation and being eligible, offers himself for
re-appointment.
5. To appoint Auditors to hold office from the conclusion of
this meeting until the conclusion of the next Annual General
Meeting and to fix their remuneration.
SPECIAL BUSINESS :
6. To consider and if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution :
“RESOLVED THAT Mr. V. K. Jain, who was appointed as an
additional director of the Company pursuant to the provisions
of Section 260 of the Companies Act, 1956, read with Article
148 of the Articles of Association of the Company and who
holds office upto this Annual General Meeting, be and is
hereby appointed as a Director of the Company, not liable
to retire by rotation.
RESOLVED FURTHER THAT pursuant to Section 198, 269,
309, Schedule XIII and other applicable provisions, if any, of
the Companies Act, 1956 and Article of Association of the
Company, the approval of the members of the Company be
and is hereby accorded for appointment of Mr. V. K. Jain as
Director (Commercial) on the terms and conditions as
mentioned in the explanatory statement to this resolution.
RESOLVED FURTHER THAT Mr. A. B. Rao, Director (Legal)
and Mr. R. L. Gupta, Company Secretary of the Company be
and are hereby severally authorised to do all such acts, deeds,
matters, and things as may be necessary in this regard.”
7. To consider and if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution :
“RESOLVED THAT Mr. N. Murugan, who was appointed as
an additional director of the Company pursuant to the
provisions of Section 260 of the Companies Act, 1956, read
with Article 148 of the Articles of Association of the Company
and who holds office upto this Annual General Meeting, be
and is hereby appointed as a Director of the Company, liable
to retire by rotation.
RESOLVED FURTHER THAT Mr. A. B. Rao, Director (Legal)
and Mr. R. L. Gupta, Company Secretary of the Company be
and are hereby severally authorised to do all such acts, deeds,
matters, and things as may be necessary in this regard.”
8. To consider and if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution :
“RESOLVED THAT approval of members of the Company
be and is hereby accorded to ratify the payment of
remuneration of Rs.3,00,000/- (Rupees Three lacs only) made
to Mr. A.B. Rao, Director (Legal) during the financial
year 2008-09 as performance pay for the financial year
2007-08."
9. To consider and if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution :
“RESOLVED THAT approval of members of the Company
be and is hereby accorded to ratify the payment of
remuneration of Rs.2,00,000/- (Rupees Two lacs only) made
to Mr. S.P. Joshi, (Ex-Director) during the financial year
2008-09 as performance pay for the financial year
2007-08."
10. To consider and if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
Resolution :
“RESOLVED THAT in terms of applicable provisions of the
Companies Act, 1956, the approval of members of the
Company be and is hereby accorded to re-classify the existing
Authorised Share Capital of the Company of
Rs.120,00,00,000/- (Rupees One hundred and twenty crores
only) consisting of 30,00,00,000 Equity Shares of Rs. 2/- each
and 60,00,000 Cumulative Redeemable Preference Shares
of Rs. 100/- each, into 50,00,00,000 Equity Shares of Rs.2/-
each and 20,00,000 Cumulative Redeemable Preference
Shares of Rs.100/- each.
RESOLVED FURTHER THAT pursuant to Section 16 and
other applicable provisions, if any, of the Companies Act,
1956, the existing clause V of Memorandum of Association
of the Company be and is hereby amended and substituted
by the following clause V :
V. The Authorised Share Capital of the Company is
Rs.120,00,00,000/- (Rupees One hundred and twenty
crores only) divided into 50,00,00,000 Equity Shares
of Rs.2/- each and 20,00,000 Cumulative Redeemable
Preference Shares of Rs.100/- each.
RESOLVED FURTHER THAT Directors and Company
Secretary of the Company be and are hereby severally
authorised to file necessary forms etc. with the concerned
authorities and to do all such acts, deeds, matters and things
as may be considered necessary in this regard.”
11. To consider and if thought fit, to pass with or without
modification(s), the following resolution as a Special
Resolution :
“RESOLVED THAT pursuant to the provisions of Section
81(1A) and all other applicable provisions of the Companies
Act, 1956 (including any statutory modification(s) or re-
enactment thereof, for the time being in force, such Act being
referred to as the `Act’), the applicable provisions of Foreign
Exchange Management Act, 1999 (`FEMA’), rules,
regulations, guidelines, notifications and circulars issued
under FEMA including but not limited to Foreign Exchange
Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2000, as amended,
provisions of Issue of Foreign Currency Convertible Bonds
and Ordinary Shares (through Depository Receipt
Mechanism) Scheme, 1993, as amended, Chapter XIIIA of
SEBI (DIP) guidelines and other applicable rules, regulations,
guidelines, notifications and circulars of the Securities and
Exchange Board of India (`SEBI’) and enabling provisions of
the Memorandum and Articles of Association of the Company
and the listing agreements entered into by the Company with
the Stock Exchanges where the shares of the Company are
listed, and subject to requisite approvals, consents,
permissions and/or sanctions of SEBI, the Stock Exchanges,
Reserve Bank of India, and all other authorities as may be
required, whether in India or outside India, and subject to
such conditions as may be prescribed by any of them while
granting any such approval, consent, permission, and / or
sanction which may be agreed to by the Board of Directors
of the Company (hereinafter referred to as the `Board’ which
term shall be deemed to include any committee thereof which
the Board may have constituted or hereinafter constitute to
exercise its powers including the powers conferred by this
resolution), the Board be and is hereby authorized at its
absolute discretion to create, offer, issue and allot in one or
more tranches, in the course of domestic/international
offerings to one or more persons as the Board may determine
at its absolute discretion, whether or not they are members
of the Company, including but not limited to domestic
investors/foreign investors whether having presence in India
or not / institutional investors / foreign institutional investors,
members, employees, non-resident indians, companies or
bodies corporate whether incorporated in India or abroad,
trusts, mutual funds, banks, financial institutions, insurance
companies, pension funds, individuals or otherwise, whether
shareholders of the Company or not, through a public issue,
rights issue, preferential issue and / or private placement,
with or without an over-allotment option, with or without
reservation on firm and / or competitive basis of such part of
the issue for such person or categories of persons as may be
permitted, equity shares and/or equity shares through
depository receipts including Foreign Currency Convertible
Bonds and / or Global depository Receipts and / or American
Depository Receipts and / or Qualified Institutions Placement
(QIP) and / or any other securities convertible into equity
shares at the option of the Company and / or holder(s) of the
securities and / or securities linked to equity shares and/ or
securities with warrants including any instruments or
securities representing either equity shares and / or Foreign
Currency Convertible Bonds or convertible securities or
securities linked to equity shares or equity shares / fully
convertible debentures / partly convertible debentures or any
securities, which are convertible or exchangeable with equity
shares at a later date (hereinafter, collectively referred to as
“Securities”), secured or unsecured, listed on any Stock
Exchange inside India, through an offer document and /or
prospectus and / or offer letter and / or offering circular and
/ or information memorandum and / or any other offering
document(s) including an umbrella or shelf offering document
and / or listing particulars, as the Board in its sole discretion
may at any time or times hereafter decide, for an aggregate
amount not exceeding Rs.1,000 crores (Rupees One thousand
crores only), inclusive of such premium from time to time,
such issue and allotment to be made at such time or times in
one or more tranches, in one or more currencies, at such
price or prices in such manner and where necessary in
consultation with the lead managers and / or underwriters
and / or stabilizing agents and / or other advisors or otherwise
on such terms and conditions as the Board may, in its absolute
discretion, decide at the time of issue of Securities with or
without any green shoe option, through an offer document
and / or information memorandum as the Board in its sole
discretion decide.
RESOLVED FURTHER THAT without prejudice to the
generality of the above, the aforesaid offer/issue of securities
may have all or any terms or combination of terms in
accordance with the prevalent market conditions including
but not limited to terms and conditions relating to payment
of interest, dividend, premium or redemption at the option
of the Company and / or the holders of the securities including
terms for offer/issue of additional equity shares or variation
of the conversion price or period of conversion of securities
in to equity shares or terms pertaining to voting rights or
option(s) for early redemption of securities and the Board be
and is hereby authorized to determine the form, terms, timing
of the offer(s)/issue(s) including the class of investors, number
of securities to be issued and / or allotted in each tranche,
offer/issue price, face value, premium amount on issue/
conversion of securities, redemption of securities, rate of
interest, redemption, period, listing on one or more Stock
Exchanges in India or overseas as the Board may in its
absolute discretion deem fit and to make and accept any
modifications in the proposal as may be required by the
authorities and to do all acts, deeds, matters and things as
may be necessary and to settle any questions or difficulties
that may arise in regard to the said offer(s) / issue(s) of
securities.
RESOLVED FURTHER THAT the Board be and is hereby
authorized to offer, issue and allot such number of ordinary
equity shares ranking pari-passu, inter-se, with the then
existing ordinary shares of the Company in all respects from
time to time as may be required to be issued and allotted
upon exercise of conversion option by the holder(s) of the
securities in accordance with the terms of the issue of
securities.
RESOLVED FURTHER THAT the consent of the Company
be and is hereby granted in terms of Section 293(1)(a) and
other applicable provisions, if any, of the Act and subject to
all necessary approvals, to the Board to secure, if necessary,
all or any of the above Securities to be issued by the creation
of mortgage and / or charge on all or any of the Company’s
immovable and / or movable assets, both present and future,
in such form and manner and on such terms as may be
deemed fit and appropriate by the Board.
RESOLVED FURTHER THAT the Board and / or any entity,
agency or body authorized and / or appointed by the Board
may, upon issue of such Securities, issue depository receipts
representing the underlying Securities issued by the
Company in negotiable registered or bearer form with such
features and attributes as are prevalent in international
capital markets for instruments of this nature and to provide
for the tradability and free transferability thereof as per
international practices and regulations in or under such
form and practices as may be prevalent in the international
market.
RESOLVED FURTHER THAT for the purpose of giving effect
to the above resolution and matters flowing there from,
connected with and incidental to any of the matters
mentioned in the aforesaid resolution, the Board be and is
hereby authorized on behalf of the Company to take all
actions and to do all such deeds, matters and things as it
may, in its absolute discretion, deem necessary, desirable or
expedient to the issue /offer or allotment or conversion of
the aforesaid Securities, listing thereof with any of the
international / domestic stock exchange(s) and to resolve and
settle all questions and difficulties that may arise in the
proposed issue/offer, allotment and conversion of any of the
 aforesaid Securities, utilization of the issue proceeds and to
do all acts, deeds and things in connection therewith and
incidental thereto as the Board may in its absolute discretion
deem fit, without being required to seek any further consent
or approval of the shareholders or otherwise to the end and
intent that they shall be deemed to have given their approval
thereto expressly by the authority of this resolution.”
12. To consider and if thought fit, to pass with or without
modification(s), the following resolution as a Special
Resolution :
“RESOLVED THAT pursuant to applicable provisions of the
Foreign Exchange Management Act, 1999 and other
prevailing laws, rules and regulations as applicable from time
to time and subject so such consents, sanctions and
permissions as may be required from the appropriate
authorities, approval of members of the Company be and is
hereby accorded to increase the limit of investment by
Foreign Institutional Investors (FIIs) in the equity share capital
of the Company upto 49% of the paid up equity share capital
of the Company.
RESOLVED FURTHER THAT the Board of Directors of the
Company be and is hereby authorised to do all such acts,
deeds, matters and things as may be considered necessary
in this regard.”
By order of the Board of Directors
Registered Office :
Ruchi Soya Industries Ltd. R.L. GUPTA
408, Tulsiani Chambers, Company Secretary
Nariman Point,
Mumbai – 400 021
Indore, August 29, 2009
Notes :
1. A member entitled to attend and vote at the meeting is also
entitled to appoint a proxy to attend and vote instead of
himself and the proxy need not be a member of the
Company. The proxy form duly completed and signed should
be deposited at the registered office of the Company not
less than 48 hours before the time fixed for the meeting.
2. Explanatory statements pursuant to provisions of section
173(2) of the Companies Act, 1956, setting out the material
facts in respect of the business under Item No. 6 to 12 are
annexed hereto.
3. The Register of Members and the Share Transfer Books of the
Company will remain closed from Saturday, the 19th
September, 2009 to Wednesday, the 23rd September, 2009
(both days inclusive) to ascertain the entitlement of dividend
declared, if any.
4. Members who attend the meeting are requested to complete
the enclosed attendance slip and deliver the same at the
entrance of the meeting hall.
5. Members are requested to bring their copies of the Annual
Report at the time of attending the Annual General Meeting.
6. All documents referred to in the accompanying Notice and
Explanatory Statements are open for inspection at the
Registered Office of the Company during the office hours on
all working days except Saturdays between 11.00 A.M. and
1.00 P.M. upto the date of Annual General Meeting.
7. Members seeking any further information about the accounts
are requested to write to the Company at least ten days before
the date of Annual General Meeting so as to enable
the management to keep the information ready at the
meeting.
EXPLANATORY STATEMENTS PURSUANT TO PROVISIONS OF
SECTION 173(2) OF THE COMPANIES ACT, 1956 :
Item No. 6 :
Mr. V. K. Jain was appointed as an additional director of the
Company on 27th July, 2009 by the Board of Directors of the
Company. He is a Bachelor of Science and holds Diploma in
Business Management. He is associated with Ruchi group for
more than two decades and possesses rich experience in matters
related to imports, exports and commercial activities. He is 52
years old.
In accordance with the provisions of Section 260 of the Companies,
Act, 1956, the term of Mr. V. K. Jain as the additional director
would expire on the forthcoming Annual General Meeting. Notice
for his candidature as director has been received from a member
of the Company, with a deposit of Rupees five hundred in terms
of provisions of Section 257 of the Companies Act, 1956. He may
be appointed as director, not liable to retire by rotation.
The Board of Directors also appointed Mr. V. K. Jain as Director
(Commercial) in terms of provisions of Section 269 of the
Companies Act, 1956, for a period of three years with effect from
27th July, 2009 on the following terms and conditions :
1. Basic salary : Rs. 38,610/- per month.
2. Personal Pay : Rs. 18,250/- per month.
3. House Rent Allowance : Rs. 18,750/- per month.
4. Medical expenses : Reimbursement of expenses incurred
for self and family are subject to a
maximum of Rs.1,250/- per month.
5. Education expenses : Reimbursement of expenses incurred
for children’s education subject to a
maximum of Rs. 500/- per month.
6. Leave travel expenses : As per policy of the company subject
to a ceiling of two months salary in a
year.
7. Provident Fund : Company’s contribution towards
Provident Fund as per the policy of
the Company for the time being in
force.
8. Gratuity : As per policy of the Company but
shall not exceed one half months
salary for each completed year of the
service.
9. Bonus : As per policy of the company but
shall not exceed Rs. 3,216/- per
month.
10. Reimbursement of entertainment expenses subject to a
maximum of Rs. 5,000/- per month.
11. Reimbursement of magazine expenses subject to a maximum
of Rs. 1,500/- per month.
12. Reimbursement of vehicle maintenance expenses subject to
a maximum of Rs. 12,500/- per month.
13. Ex-gratia subject to a maximum of Rs. 4,506/- per month.
The appointment of Mr. V. K. Jain as a Director (Commercial) and
his remuneration is in accordance with the provisions of Schedule
XIII of the Companies Act, 1956 and requires approval of the
members. The explanatory statement together with the
accompanying notice should be treated as an abstract of the terms
of the contract of appointment of the Director (Commercial) in
terms of provisions of Sub-Section (2) of Section 302 of the
Companies Act, 1956.
The Board of Directors recommends the proposed resolutions for your
approval. None of the Directors, except Mr. V. K. Jain is interested in
the resolution.
Item No. 7 :
Mr. N. Murugan was appointed as an additional director of the
Company on 27th July, 2009 by the Board of Directors of the
Company. He is an M.Sc. and MBA. He is retired I. A. S. officer
and has headed different departments in Central Government,
State Government and PSUs. He is 63 years old.
In accordance with the provisions of section 260 of the Companies,
Act, 1956, the term of Mr. N. Murugan as the additional director
would expire on the forthcoming Annual General Meeting. Notice
for his candidature as Director has been received from a member
of the Company, with a deposit of Rupees five hundred in terms
of provisions of section 257 of the Companies Act, 1956. The
Board of Directors recommends the proposed resolution as
mentioned in item no.7 for your approval.
None of the Directors, except Mr. N. Murugan is interested in the
resolution.
Item No. 8 :
The members of the Company had approved remuneration of Mr. A.
B. Rao, Director (Legal) at their Annual General Meeting held on
30th September, 2008. However, a payment of Rs. 3,00,000/-
(Rupees three lacs only) was made to him as performance pay in
excess of the remuneration approved by the members of the
Company. Approval of members of the Company is solicited to
ratify such excess payment of remuneration to him. The Board of
Directors recommends the proposed resolution for your approval.
None of the Directors, except Mr. A.B. Rao is interested in the
resolution.
Item No. 9 :
The members of the Company had approved remuneration of Mr. S.
P. Joshi (Ex - Director) at their Annual General Meeting held on
30th September, 2008. However, a payment of Rs. 2,00,000/-
(Rupees two lacs only) was made to him as performance pay in
excess of the remuneration approved by the members of the
Company. Mr. S. P. Joshi has resigned from the Board with effect
from 27th July, 2009, however, approval of members of the
Company is solicited to ratify such excess payment of remuneration
to him. The Board of Directors recommends the proposed
resolution for your approval.
None of the Directors is interested in the resolution.
Item No.10 :
Presently the authorised share capital of the Company is
Rs.120,00,00,000/- (Rupees One hundred and twenty crores only)
divided into 30,00,00,000 Equity Shares of Rs. 2/- each and
60,00,000 Cumulative Redeemable Preference Shares of
Rs. 100/- each.
It is proposed to re-classify the authorised share capital of the
Company as mentioned in the resolution in agenda item no.10 to
facilitate potential issue of securities, being proposed for approval
of members in agenda item no.11 of this Notice.
Necessary changes in the capital clause of Memorandum of
Association of the Company are also envisaged in the resolution
proposed in agenda item no.10. Such re-classification in capital
clause and corollary changes in capital clause of Memorandum
of Association require approval of shareholders of the Company
in accordance with the provisions of Section16 of the Companies
Act, 1956.
The Board of Directors recommends the resolutions for your
approval. None of the directors is interested in the resolution.
Item No. 11 :
To achieve over-all objective of sustained growth and wealth
maximisation, the Company requires funds in order to part finance
backward integration, acquisitions of production facilities,
inorganic and organic business plans, brand initiatives including
acquisition of brands, capital expenditures, working capital
purposes and general operational and corporate needs of the
Company from time to time.
Considering the funding needs, it is proposed to offer, issue and
allot, equity shares and / or other equity linked securities and / or
securities convertible into equity shares, at later date, and / or
Global Depository Receipts (GDRs) and / or American Depository
Receipts (ADRs) and / or Foreign Currency Convertible Bonds
(FCCBs) and / or Qualified Institutions Placement (QIP), up to a
sum not exceeding Rs.1,000 crores (Rupees One thousand crores
only) in one or more tranches on such terms and conditions as
the Board may decide, subject to compliance of the applicable
laws, rules and regulations.
In terms of the requirements of Section 81(1A) of the Companies
Act, 1956, the said offer and issue of equity shares and / or
securities with conversion option for converting the said securities
into equity shares would require consent and approval of the
shareholders of the Company. In terms of Section 293 (1)(a) of the
Companies Act, 1956 the approval of shareholders of the Company
is also solicited for creation of charge/mortgage over assets of the
Company, if necessary for the purpose.
None of the Directors of the Company is, in any way, concerned
or interested in the resolution except in the capacity of the
Shareholder(s) of the Company.
Item No. 12 :
The provisions of FEMA (Transfer or Issue of Security by a person
resident outside India) Regulations, 2000 allow Foreign
Institutional Investors (FIIs) to invest in equity shares of an Indian
Company, including their sub-accounts upto 24% of the
Company’s paid up equity share capital. This limit of 24% may
be increased by way of passing a special resolution at the general
meeting of the Company. The members of the Company had
approved such investment upto 40% of the paid up capital of the
Company vide their special resolution passed in an earlier general
meeting of the members.
Owing to the trust bestowed by FIIs in the Company, it is proposed
to increase the said limit upto 49% of the paid up equity share
capital of the Company. Participation by FIIs in the shareholding
will be beneficial for the Company having regard to the business
growth plans drawn by the Company across the globe. The Board
recommends the members to pass the resolution as a Special
Resolution.
None of the Directors is interested or concerned in the said
resolution.
By order of the Board of Directors
Registered Office:
Ruchi Soya Industries Ltd.
408, Tulsiani Chambers, R.L. GUPTA
Nariman Point, Company Secretary
Mumbai – 400 021
Indore, August 29, 2009
Directors’ Report
Dear Shareholders,
Your directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Statement of accounts
of your company for the year ended 31st March, 2009.
FINANCIAL RESULTS :
2008-09 2007-08
(Rs. in crore) (Rs. in crore)
Sales and other income 12,209.51 11,068.81

Profit before depreciation and tax 236.51 328.47

Depreciation 85.76 74.73
Profit before taxation 150.75 253.74
Provision for taxation 52.30 86.11
Provision for tax for earlier years 5.17 8.40
Profit after taxation 93.28 159.23
Balance brought forward from previous year 291.18 170.29
Amount available for appropriation 384.46 329.52

APPROPRIATION
General Reserve 25.00 25.00
Debenture Redemption Reserve — 0.18
Proposed dividend - Preference 1.81 1.81
- Equity 10.94 9.44
Tax on dividend 2.16 1.91
Surplus carried to Balance Sheet 344.55 291.18
384.46 329.52

DIVIDEND :
Your Directors have paid interim dividend of 4% amounting to Rs.1.81 crore (Previous year final dividend being Rs.1.81 crore) on
45,24,285 Redeemable Cumulative Preference Shares of Rs.100/- each for the financial year under review. Such shares were
redeemed on 22nd June, 2009 along with payment of pro-rata interim dividend of Rs.0.41 crore for the financial year 2009-10.
Your directors recommend dividend of 25% (Re.0.50 per share on face value of Rs.2/-) on equity capital of Rs. 43.76 crore
(including the increase in the share capital of Rs.6 crore during the month of July, 2009) for the year under review as against
25% (Rs.0.50 per share on face value of Rs.2/-) paid on equity capital of Rs.37.76 crore for the previous year. The total cash
outgo on account of dividend and tax thereon amounts to Rs.14.91 crore as against Rs.13.16 crore in the previous year.

OPERATIONS :
During the year under review, the sales and other income of your Company have increased to Rs.12,209.51 crore from
Rs.11,068.81 crore in the previous year, recording a growth of over 10%. Your Company recorded Profit before depreciation
and tax of Rs.236.51 crore against Rs. 328.47 crore in the previous year. Profit after tax of Rs.93.28 crore was recorded during
the year against that of Rs.159.23 crore in the previous year.
The profits during the year have declined primarily due to global economic and financial crisis, adversely impacting the
commodities prices, the business sentiments and operations of the industry.

EXPANSION IN PRODUCTION FACILITIES :

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

19
CONTRIBUTION TOWARDS INCLUSIVE GROWTH :
Oil seed is an important farm product and significant feedstock for your Company's operations. It is therefore, engaged in
dealing, directly and indirectly, with farming community for procurement of edible oil seeds. Your Company is in the process
of setting up/increasing procurement centers, arranging storage facilities with inbuilt facilities for grading, sorting, testing etc.
and facilitating the supply chain linkages to enable farmers to supply the seeds to the nearest procurement centers.
Prompt payment, transparent weighment of the seeds, market oriented pricing, facilitation of resources and other related factors
encourage farmers to deal with your Company directly. In the process, they save logistics and intermediation costs, apart from
ensuring smooth flow of supply. Your Company is stepping its efforts towards strengthening direct relationship with farmers for
mutual and long term benefits. Your company also provides /makes arrangements for providing welfare activities for the
improvement of the community and the location.
RENEWABLE ENERGY AND CONSERVATION OF ENERGY :
The world is seriously concerned with the matter of global warming and the consequential impact on the global economy and
the environment. It would be, therefore, necessary for your Company to undertake initiatives to support the global movement
combating the adverse impact. As a responsible corporate citizen, your Company has, as at March 31, 2009, set up 34.8 MW
Wind Turbine Generators for generation of power by harnessing wind energy for environmental friendly production of clean
power, thereby contributing towards climate change mitigation effects.
Two of the manufacturing units of your Company have bagged awards for energy conservation in edible oil/vanaspati sector for
the year 2008. The process has positively trigered co-operative and competitive atmosphere amongst all the manufacturing
units of your Company. Necessary steps in this regard are being encouraged and proactively taken on a continuous basis to
promote energy conservation measures in the operations.
EXPORTS :
Despite challenging business environment witnessed during the peak season for soya seed processing operations, your Company
registered a growth of over 24% in exports during the financial year under review as compared to that of previous year. It
exported products of Rs.1,710.00 crore during the year under review as compared to Rs. 1,371.93 crore in the previous year.
FUTURE OUTLOOK :
The challenging environment faced by the Industry, the global business trend and the volatile commodity prices during the year
under review have impacted the domestic industry, having a large number of small players. It is expected that, given the
changing business dynamics, the need for integrated operations, economies of scale etc., the industry is poised for greater
consolidation in the years to come. It is believed that there is a great scope for organized players to strengthen the presence in
future.
The domestic edible oil growth in retail segment is growing faster than the overall growth. Raw material sourcing has become
important in the context of short supplies and spiraling prices. Integration of complete value chain will facilitate capturing the
growing business opportunities with better margins.
Your Company is thus focusing on expansion of branded business, backward integration, broad basing of product port-folio,
introduction of health based products, improvement of its presence in domestic oil segments such as Mustard. Active consideration
is being accorded to promote cost optimisation, to aim for optimum utilisation of production facilities to provide opportunities
to develop skills across levels, to identify business opportunities in a challenging environment and to formulate integrated
approach in the decision making process.
DIRECTORS :
Mr. Kailash Shahra and Mr. A.B. Rao retire by rotation in accordance with the provisions of Articles of Association of your
Company and being eligible, offer themselves for re-appointment. Mr. Ashok Dhingra resigned from the Board of Directors
with effect from 9th March, 2009. Mr. P. D. Nagar and Mr. S.P. Joshi resigned from the Board of Directors with effect from
27th July, 2009. The Board has placed on record the valuable contribution made by Mr. Ashok Dhingra, Mr.P.D.Nagar and
Mr. S. P. Joshi during their tenures with your Company.
Mr. N. Murugan and Mr. V.K. Jain were appointed as Additional Directors with effect from 27th July, 2009. In terms of Articles
of Association, they hold office upto the forthcoming Annual General Meeting. Your Company has received notice from
members proposing their candidature for the office of director in accordance with the provisions of section 257 of the Companies
Act, 1956.
ISSUE OF EQUITY SHARES :
Your Company has allotted 3,00,00,000 equity shares of Rs. 2/- each at a premium of Rs. 33/- per equity share on 27th July,
2009 on preferential basis to Foreign Institutional Investors pursuant to approval of members accorded at their Extra-ordinary
General Meeting held on 16th June, 2009.
ISSUE OF EQUITY WARRANTS :
Your Company has allotted 7,00,00,000 warrants, each convertible into one equity share of Rs. 2/- at a premium of Rs. 33/- per
share on 27th July, 2009 on preferential basis to promoters, their relatives and associates, pursuant to approval of members
accorded at their Extra-ordinary General Meeting held on 16th June, 2009.

20
EMPLOYEES STOCK OPTION SCHEME (ESOS) :
The disclosures required to be made under the Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 in regard to Employee Stock Option Scheme – 2007 of your Company are
enclosed herewith as Annexure A forming part of this report. The Compensation Committee has revised the exercise price of
such options from Rs.77.50 to Rs.35.00 per option in accordance with the provisions of said Guidelines, in the month of
June, 2009.
SUBSIDIARY COMPANY :
The Report of Directors and Statement of Accounts of subsidiary ‘Ruchi Worldwide Limited’ together with the Auditors’ Report
thereon, are attached. The requisite statement pursuant to Section 212 of the Companies Act, 1956 is also attached herewith.
CORPORATE GOVERNANCE :
Your Company has in practice a comprehensive system of corporate governance. A separate Report on Corporate Governance
forms part of the Annual Report. A certificate of your Company’s Statutory Auditors regarding compliance of the conditions of
Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.
DIRECTORS’ RESPONSIBILITY STATEMENT :
As stipulated under Section 217 (2AA) of the Companies Act, 1956, your directors subscribed to the “Directors’ Responsibility
Statement” and confirm as under :
(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with
proper explanations relating to material departures;
(ii) that the Directors had selected appropriate accounting policies and applied them consistently, and made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company at the
end of the financial year 2008-09 and of the profit of your company for that period;
(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 1956, for safeguarding the assets of your company and for preventing and detecting
fraud and other irregularities; and
(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2009 on a ‘going concern’ basis.
PARTICULARS OF EMPLOYEES :
Particulars of employees as required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956, read with the
rules thereunder, form part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956,
the reports and accounts are being sent to all the shareholders of your company excluding the statement of particulars of
employees. Any shareholder interested in obtaining a copy may write to the Company Secretary of your company.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE :
Information required under Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors)
Rules, 1988 is given in the Annexure B forming part of this Report.
FIXED DEPOSITS :
Your company has not accepted any deposits from the public during the year under review.
AUDIT REPORT :
The observations in the Auditors' Report are adequately addressed in the notes to the Accounts, wherever necessary.
AUDITORS :
The Auditors M/s. P.D. Kunte & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible
for re-appointment.
ACKNOWLEDGEMENT :
Your directors place on record their gratitude for the valued support and assistance extended to your company by the Shareholders,
Banks, Financial Institutions and Government Authorities and look forward to their continued support. Your directors also
express their appreciation for the dedicated and sincere services rendered by employees of your company.

For and on behalf of the Board of Directors

Place : Indore KAILASH SHAHRA

Date : 29th August, 2009 Chairman

21
 ANNEXURE A
INFORMATION REGARDING THE EMPLOYEE STOCK OPTION SCHEME, 2007
(as on 31-03-2009)

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

B) Pricing formula Based on the market value as per SEBI (DIP) Guidelines, 2000
C) Number of Options vested Nil
D) Number of Options exercised Nil
E) Number of shares arising as a result of Nil
exercise of options
F) Number of Options lapsed Nil
G) Variation of terms of options Not Applicable
H) Money realized by exercise of options Nil
I) Number of Options in force 12,37,000
J) Employee wise details of Options granted to
(i) Senior managerial personnel : The following employees have been granted 28,000 options
each :
Mr. Ashutosh B. Rao
Mr. Pradeep Koolwal
Mr. Pramod Koolwal
Mr. Naveen Gupta
Mr. V. Suresh Kumar
Mr. Mahesh Agrawal
Mr. Harish Singla
Mr. R.L. Gupta
(ii) Employees who were granted Options None
amounting to 5% or more of the Options
granted during the year 2008-09
(iii) Employees who were granted Options in None
any one year equal to or exceeding 1%
of the issued capital of the Company

K) Diluted Earnings Per Share (EPS) pursuant to issue No option has been exercised. Further since the market value of
of shares on exercise of options calculated in shares is less than the exercise price of the option, there is no
accordance with Accounting Standard 20- dilutive effect.
‘Earnings per share’

22
 ANNEXURE B
Information under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules 1988, and forming part of the Directors’ Report.
I. CONSERVATION OF ENERGY :
Your company has been laying emphasis on the conservation of energy and taking several measures like effective control
on utilisation of energy and regular monitoring of its consumption etc. The adoption of these measures to conserve energy
have resulted in saving of the same.
(A) Power and Fuel Consumption
1. Electricity : 2008-09 2007-08
(a) Purchase
Unit 11,36,60,728 13,73,45,170
Total Amount (Rs.) 53,12,90,373 62,02,27,806
Rate / Unit 4.67 4.52
(b) Own generation
Through Diesel Generator
Unit (KWH) 55,30,875 56,25,727
Units per litre of Diesel Oil 3.18 2.29
Cost/Unit (Rs.) 11.07 13.22
2. Coal :
Quantity (Metric ton) 2,35,942 2,66,152
Total Cost (Rs.) 84,59,23,497 82,15,27,429
Average Rate (Rs.) 3,585.30 3,086.69
3. Others (Diesel/SKO) :
Qty. (Litre) 33,15,221 24,55,991
Total Amount (Rs.) 10,90,93,001 7,43,56,794
Average Rate (Rs.) 32.91 30.28
(B) Consumption per unit of production :
Electricity (Unit) 43.54 43.56
Coal (Metric ton) 0.08 0.08
Diesel (Litre) 1.07 0.77
II. TECHNOLOGY ABSORPTION :
(A) Research & Development (R&D) :
1. Specific areas in which R&D carried out by your Company :
Your company is striving continuously in developing new products and technologies through Research and
development centres. Company is also trying to increase yields and improve quality of the existing products.
2. Benefits derived as a result of R&D :
The continuous improvement in the process to manufacture different products has helped your company to
market the quality products and expand its market. The products have gained consumer affinity because of
improvement in quality.
3. Future plan of action :
Your company will continue to pursue R&D work for textured soya protein, soya snack and to develop new
products. Company is also striving to improve quality of Soya lecithin to increase its export.
4. Expenditure on R&D :
Expenditure incurred on research and development are charged under primary heads of accounts and not
allocated separately.
(B) Technology absorption, adaptation & innovation :
1. Efforts in brief made towards technology absorption, adaptation and innovation :
Your company has through its R&D, developed the process of textured soya protein and soya products which
has already been absorbed and adapted.
2. Benefits derived as a result of the above efforts :
The Company is benefited in terms of improved yields and quality. Export of its products is also increaing
resultantly.
III. FOREIGN EXCHANGE EARNINGS & OUTGO :
Your company has already established an export market for its products and has been taking keen interest for developing
new export market for its products and to increase exports.
During the year, the foreign exchange earned was Rs.2,341.81 crores (Previous year Rs. 1,846.43 crores) and the foreign
exchange outgo was Rs. 4,511.80 crores (Previous year Rs.3,585.06 crores).
For and on behalf of the Board of Directors
Place : Indore KAILASH SHAHRA
Date : 29th August, 2009 Chairman

23
Management Discussion and Analysis Report
INDUSTRY STRUCTURE & DEVELOPMENT
The primary business of your Company is processing of Oil Seed Extraction and Refining of Crude Oil for Edible use. The Company
also produces oil meal, food products from soya and value added products from downstream processing. The size of Indian edible
oil seed industry is estimated to be around Rs. 96,000 crore (approx. USD 20 billion). The domestic edible oil consumption has been
steadily growing and is estimated to be over around 15 million MT in the current year with Palm and soya oil, in which your
Company has a dominant presence, contributing over 60%. In view of the demand- supply gap, over 55% of the domestic edible oil
consumption is met by imports, with Palm and Soya accounting for over 90% of the imported volume. The oil meal is essentially
consumed as poultry, fish and cattle feed and a substantial part of soya meal is exported to the Asian region.
Commodity markets in general, and agricultural commodities in particular, have witnessed an unprecedented volatility in prices
during the year ended March, 2009 on account of various factors, including global economic crisis followed by unprecedented
global financial crisis. These factors impacted the business sentiments, the environment and the margins. Also, the counter party
risks and country risks heightened during the year leading to risk aversions and shook the business confidence. However, as the
commodity prices have remained more or less steady with a moderately firm bias since November, 2008, the business confidence is
on its way to recovery. The prices of domestic commodities are also influenced by the demand – supply gap, weather factors etc.
Edible oil is an item of mass consumption and the consumption is sensitive to price dynamics. The Government has realized the
need for bringing down the prices as a part of inflation control. The fall in global edible oil prices during the second half of the
financial year ended 31st March, 2009 led to a pick-up in per capita consumption and the absense of import duty on edible oils
increased volume of imports to meet the demand supply gap. Thus, the Government’s steps on the inflation containment measures
have positively impacted the consumption level.
The domestic soya crop production of around 8.3 million M.T. during the year was lower than the preceding year’s highest ever crop
production of 9.5 million M.T., which also resulted in lower crushing capacity utilisation for the solvent extraction industry including
your company.
INDUSTRY OUTLOOK
The Indian edible oil sector is, by and large, a price conscious and price sensitive market, as a substantial part of higher consumption
takes place at the bottom end of the pyramid. The propensity to consume is correlated with the changes in prices of edible oil and the
quantum of disposable income. With rising incomes, food remains an important item of expenditure to warrant large share of
incremental spending. Edible oil is and will remain an important constituent of dietary plan despite varied eating habits and varied
methods of cooking across the different states/regions in the country. Also, the growth of edible oil in packed form has far exceeded
the overall growth rate. In the foreseeable future, it is envisaged that the quantum of edible oil consumption will continue to grow
significantly in the packed segment, with the pattern of consumption shifting from unpacked to packed form due to factors, amongst
others, rising incomes coupled with changes in household demographics, improving health consciousness, growing organized retail
improving reach of the products across the country.
Demand for protein rich meal in Asia is growing in recent past and India is better placed in the Asian region from the point of
logistics and customer servicing. Also, the Indian soya meal being processed from Non Genetically Modified soya seed, gives a
value advantage as compared GMO products in the international markets.
The area under Soyabean crop cultivation in India is estimated to be marginally up from 91.3 lac hectare last year to 93.7 lac hectare
during the current season. However, despite recent reports indicating insufficient rainfall across the country, it appears that the soya
oilseed growing areas in the country have not been much affected. The current indications augur well for the solvent extraction
industry in the current year from the standpoint of crop availability.
The edible oil industry is in consolidation phase. Enterprises having strong business capabilities in terms of integration, risk mangement,
working capital mangement, efficiencies in procurement, logistics and distribution, manufacturing presence at strategic locations
across the country and strong consumer focus, that have undertaken expansion of their market share through organic and inorganic
route coupled with introduction of new and innovative products including presence through branded products will enjoy the gains
in terms of market share and margin in the times to come.
BUSINESS STRATEGY
To meet the challenges amidst growing industry size and the need to consolidate, your Company has initiated several measures on
proactive basis, which will allow your Company to build-on its current presence and market share in the edible oil and soya
segment. Your Company is thus poised to undertake the business opportunities arising from leadership position in the industry.
Your Company is making inroads at new locations within the country which are strategic in nature. The focus on driving cost and
operational efficiencies by use of latest and modern technology confirming to global standards will provide an edge to itself and its
business partners and place it at a better pedestal as compared to its peers. Your Company will continue to strengthen itself in areas
of sourcing raw materials from points of origin, reducing inefficiencies in supply chain and logistics, capabilities to process at
multiple locations, improvements in product quality and increased sales of branded products in retail segment.

24
Your Company is the largest branded marketer in palm oil in India with strong sourcing strengths, processing capabilities in port
based locations to process imported palm oil. Self sufficiency in raw material sourcing will be the key goal to insulate against the
short supplies and spiraling prices in the long run. Your company perceives, therefore, a logical business opportunity to achieve
backward integration business in palm plantations in overseas/domestic markets to complete the value chain and thus give a fillip to
the momentum. The direct benefit of the above endeavors, besides strengthening the existing attributes of its business in the domestic
market, will be to de-risk the operations from geographical and product risks, to support supply chain requirements and to add long-
term sustainable value to the business of your Company.
Your Company believes that strengthening of relationship with farming community is important for better supply chain management
and for long-term mutual benefits. Your Company is already involved in this regard and a number of initiatives are being taken to
promote regional development and to fulfill corporate social responsibilities.
The consumption of edible oils from domestic sources such as Mustard, Cottonseed and Rice bran has also been growing.
Your Company sees opportunity to broad base its manufacturing and marketing presence in the domestic market for Mustard oil and
other oils from domestic resources by expanding in its existing locations and setting up / arranging in new locations. Your Company
proposes to leverage its existing distribution network and also expand the same in new areas to offer value added products so as to
serve across a wide spectrum of our current and potential customers.
The consumerism in India is at its inflexion point. The economic growth in future will result in high disposal income across the
domestic consumers and changing consumer preferences. The consumption of edible oil in packed form, given its current low base
and vast untapped potential, offer tremendous business opportunities to expand business volumes in retail segment. Your company,
having a large base of branded sales, is strongly oriented to capitalize the growing business opportunities in this direction and set
ambitious targets to scale up its presence in branded segment. Your company will significantly undertake strengthening business
processes for quality, scalability, sustainability and visibility in the area of branded products. Your company will expand its distribution
channels across the country, broad base its product range and invest in brand position / promotion programmes to achieve the
objective.
The food division of your Company is evaluating opportunities to expand its product portfolio and will be introducing various new
products for the health conscious segment under the ‘Nutrela’ brand, which connotes health and nutrition and has already carved a
niche for itself as a market leader in soya foods. The protein fortified drink “N'rich” which was launched last year by your Company
has met with an encouraging response and new products are proposed to be rolled out with focus on the growing
“health and wellness” segment. Your Company may also consider acquiring brands for reasons, amongst others, including better
product positioning, strategic fit with existing brands, value enhancement etc.
Your Company is strengthening the existing internal business processes, commensurate with the internal control systems more
particularly in the areas of Marketing, Information technology, Human resource systems and Risk management and is thus
gearing-up to meet the challenges ahead.
Your Company is of the view that strategic initiatives in the above mentioned areas will prove beneficial for the Company and the
stakeholders in the long term.
INFORMATION TECHNOLOGY
SAP has been implemented in all plants, depots, regional offices and head office of the Company enabling better supply chain,
debtors control at operational level and access of consolidated data of the Company since the system is integrated. Among other
benefits, SAP will provide real-time data, support in strategy formulations, lead to adoption of uniform and transparent business
practices, render cost optimization and value enhancement.
HUMAN RESOURCES
Management is keen on following the best practices for attracting, retaining and enhancing human resource of the Company.
Campus selection process, internal transfers, job rotations and trainings have been inculcated at different levels of organization
hierarchy to evolve team leaders and managers. The Company has also rolled out the employee stock option scheme for seniors and
middle level management. The above-mentioned measures will ensure motivated workforce, promote the ownership and sharing
economic growth of the Company.
RISKS AND CONCERNS
Your Company is exposed to price fluctuations in its major raw materials and finished goods as bulk of them being agro-based is
subject to market price variations
Prices of these commodities continue to be linked to both domestic and international prices, which in turn are dependent on various
domestic / external factors. Prices of the finished products manufactured by your Company fluctuate widely due to a host of local
and international factors. Your Company continues to place a strong emphasis on risk management and has successfully introduced
and adopted various measures and instruments for hedging the price fluctuations in order to minimize its impact on profitability.
Also, your Company has initiated setting-up of a governance framework to upgrade itself to a robust risk management system.

25
Government policies play an important role in the businesses of your Company
The policies announced by the Government have been progressive and are expected to remain likewise in future, and have generally
taken an equitable view towards various stake holders, including domestic farmers, industry, consumers etc.
Ocean freight, port congestions, storage infrastructure could contribute to challenges faced by your Company
As substantial part of the international operations of your Company is within the Asian region, and given the growing import and
export activities of your Company, the element of freight is not likely to cause any adverse effect on the operational performance.
Your Company has a pro-active information and management system to address the issues arising out of port congestions to the
maximum extent possible and has also made sufficient arrangements for storage infrastructure at the ports.
Domestic availability of oil seeds also depends upon weather and monsoon conditions
Your Company has processing facilities at major ports and several inland locations and therefore, the business model of your
Company is designed to carry-on a majority of its production operations in situations of extreme changes in weather conditions.
Your Company is exposed to risks arising out of changes in rates of foreign currencies, the exposures on this account extends to
products imported for sale in domestic markets, exported to other territories and foreign currency loans
Your Company utilises the hedging instruments available in the markets on an ongoing basis and manages the currency exposures
pro-actively.
Fuel prices continue to be an area of concern as fuel is widely used in manufacturing and distribution operations and has a direct
impact on total costs
Your Company has taken productivity linked measures aimed at controlling costs and taken further steps to focus on production of
high margin products.
Adverse changes in disposable income may impact consumption pattern
Your Company has multi processing capabilities to cater to the variances and changing consumer preferences. Also, keeping in view
the overall growth of the economy, emerging health consciousness and growing organized retail in India, it is expected that the
packaged edible oil consumption will continue to outgrow the overall edible oil growth.
RISK MANAGEMENT INITIATIVES
Increased volatility in commodity prices and currency movements coupled with global slowdown during the financial year year has
highlighted the importance of risk management practices. Given the nature of business, your Company is exposed to market risks
primarily arising from currency exchange rates and commodity prices. To manage these risks, we have put in place an integrated risk
management program.
Risk management is now a fundamental aspect of our business decisions and margin management. Your Company has put in place
a system of limiting exposure to market based on value at risk limits. It is also engaged in commodity hedging to reduce the impact
of volatility in the prices of the agricultural commodities. Your Company also pro-actively engages in foreign exchange hedging to
manage currency risks.
Your Company has put in place a centralised risk management function and has put in place a Middle Office Group to strengthen
operational controls over risk management. Risk management policies and limits are evaluated by the Risk Committee and supervised
by the Board of Directors. Risk limits, policies and procedures are periodically revised keeping in mind changes in market conditions.
Risk management at your Company entails an integrated approach with margin protection considerations forming the back-bone of
risk management initiatives. The Company is in the process of strengthening its reporting framework relating to risk management to
facilitate ongoing evaluation of overall margin management. Performance and return is evaluated in light of risk taken. The focus of
performance management is on assessment of risk-weighted returns. The long-term objective of risk management is to provide
stability in margins over a longer period and through downturns in economics cycles.
FINANCIAL REVIEW AND ANALYSIS
(Rs. in crores)
Highlights 2008-09 2007-08 Growth (%)
Sales and other income 12,209.51 11,068.81 10.31
Total Expenditure 11,917.58 10,638.33 12.02
Operating profit (PBDIT) 291.93 430.48 (32.19)
Depreciation 85.76 74.73 14.76
Interest (Net) 55.42 102.01 (45.67)
Profit before tax 150.75 253.74 (40.59)
Provision for Tax 24.47 64.51 (62.07)
Profit before Deferred Tax 126.28 189.23 (33.27)
Deferred Tax 33.00 30.00 10.00
Profit after Tax 93.28 159.23 (41.42)

26
REVENUE AND PROFIT
Sales and other income recorded a growth of 10.31% to 12,209.51 crores as compared to Rs.11,068.81 crores in 2007-08.
Global meltdown has generally impacted the industry. Your Company, being no exception, recorded an operating profit of
Rs. 291.93 crore against Rs. 430.48 crore during preceding financial year.
SEGMENT PERFORMANCE
The various segments identified by the Company are as under :
Extractions — All types of seed extractions
Vanaspati — Vanaspati
Oils — Crude oils, Refined oils
Food Products — Textured soya protein, Soya flour, Fruit juice, Soya milk
Others — Gram, Wheat, Rice, Maize, Shorgum, Seeds, Coffee, Marine Products, Tuar, Peas, Barley,
Soap, Fresh fruit bunch, Seedling and plant & machinery (equipment).
The segmentwise performance in detail is given in Schedule 20 to the audited accounts of the Company as available in this Annual Report.
CAUTIONARY STATEMENT
Statements in the “Management Discussion and Analysis” describing the Company’s objectives, expectation or predictions may be forward
looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement
depending on circumstances. Important factors that could influence the Company’s operations include demand and supply conditions in
the market which affect the selling prices of finished goods, input availability and prices, change in government regulations, tax rates, global
and internal economic developments and other factors such as litigation and industrial relations.
Ten years’ Financial Highlights - at a Glance
(Rs. in crores)
2008-09 2007-08 2006-07 2005-06 2004-05 2003-04 2002-03 2001-02 2000-01 1999-00
Sales 12,209.51 11,068.81 8,648.29 7,540.42 3,922.06 3,534.93 3,407.44 2,839.07 2,594.02 1,922.12
EBITDA 291.93 430.48 298.15 233.76 107.25 94.94 75.48 70.98 63.25 53.58
PBT 150.75 253.74 156.44 119.64 63.42 55.01 36.11 33.91 28.84 21.32
PAT 93.28 159.23 100.70 82.82 43.59 34.16 27.01 27.33 26.13 19.82
Equity share capital 37.76 37.76 36.47 36.47 21.05 21.05 21.05 19.15 19.15 15.05
Preference share 45.24 45.24 45.24 45.24 45.24 30.19 — 5.00 19.50 24.00
1
Net worth 1,140 1,061 843 754 310 272 242 209 207 169
2
Total Borrowings 913.84 1,187.33 962.06 738.82 413.89 352.78 190.36 130.23 114.22 113.41
Gross Fixed Assets 1,744.33 1,502.43 1,307.82 1,188.96 525.47 402.17 283.08 215.49 171.57 169.85
Export turnover 1,710.00 1,371.93 887.30 919.53 429.93 179.46 204.15 216.86 293.12 189.85
Debt-Equity Ratio 0.80 1.12 1.14 0.98 1.34 1.29 0.79 0.62 0.55 0.67
3
Key Indicators (in Rs.)
Per Equity Share :
— Book value 60.36 56.21 231.07 206.75 147.16 129.47 115.12 109.28 108.12 112.60
4
— Earnings 4.83 8.61 27.02 28.80* 20.05 16.23 13.78* 13.07 14.35* 11.48*
— Dividend 0.50 0.50 2.40 2.20 2.20 1.60 1.60 1.60 1.50 1.40
— Turnover 647 584 2,365 2,067 1,863 1,679 1,619 1,483 1,355 1,277

Notes : 1) Net worth as at 31.3.2002 is net of deferred tax liability for the period upto 31.3.2001 charged during the year 2001-02.
2) Total borrowings are net of borrowings backed by fixed deposits with banks.
3) The Company has sub-divided each equity share of Rs. 10/- into five equity shares of Rs. 2/- each during the year 2007-08. Therefore,
the key indicators as mentioned above for the year 2007-08 and 2008-09 are not comparable with those of earlier years.
4) * Earning per share has been computed on weighted average number of equity shares outstanding at the end of the year.
5) Previous years’ figures have been regrouped, wherever necessary.

27
Corporate Governance Report
Corporate Governance - The Philosophy

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

BOARD OF DIRECTORS
Composition and size of the Board
Board of Directors of RSIL (‘the Board’) comprises of seven directors. Mr. Kailash Shahra, Chairman, is non-executive director
and Mr. Dinesh Shahra is the Managing Director of the Company. Both of them are the promoter directors of the Company.
Mr. Sajeve Deora, Mr. Prabhu Dayal Dwivedi and Mr. N. Murugan are non-executive and independent directors. Mr. A.B. Rao
and Mr. V. K Jain are executive directors. Except Mr. Dinesh Shahra and Mr. V.K. Jain, all the directors are liable to retire by
rotation. There is no institutional or nominee or government director on the Board. Mr. Ashok Dhingra, a non-executive
independent Director resigned from the Board with effect from 9th March, 2009. Mr. P. D. Nagar, a non-executive independent
director and Mr. S.P. Joshi, an executive director resigned from the Board with effect from 27th July, 2009.
Mr. N. Murugan was appointed as an Additional Director with effect from 27th July, 2009. He is M.Sc. and MBA. He retired from
the Indian Administrative Services in 2006 as Chairman and Managing Director of Tamil Nadu Urban Finance & Infrastructure
Development Corporation Limited. In his 32 years of Administrative services, he has also led different companies of Government
in textile and tourism industries etc. He is also Director of Ruchi Infrastructure Limited.
Mr. V. K. Jain was appointed as an Additional Director and whole-time Director with effect from 27th July, 2009. He is B.Sc. and
Diploma in Business Management. He is among the senior management and is looking after the matters related to imports,
exports and commercial activities of the Company.
Mr. Kailash Shahra and Mr. A.B. Rao retire by rotation in terms of provisions of Section 256 of the Companies Act, 1956.
Mr. Kailash Shahra, being eligible, offers himself for re-appointment. He was born on 31st January, 1938 and is Graduate in
Commerce. He was appointed as a Director on 7th January, 1986 and is non-executive and promoter director of the Company.
He has more than 35 years experience in various fields of agri-commodity business, soya industry and has been instrumental
in strategic planning of Corporate affairs of Ruchi Group of Industries.
He had been director of Bank of India as well as New Bank of India. He is also on the Board of Directors of following public
limited companies :
1. Anik Industries Limited
2. Indian Steel & Agro Industries Ltd.
3. National Steel & Agro Industries Limited
4. National Board of Trade Limited
5. Ruchi Strips & Alloys Limited
He is the member of Audit Committee of the Board of Directors of Anik Industries Limited & National Steel & Agro Industries
Limited.
Mr. A.B. Rao being eligible, offers himself for re-appointment. He was born on 1st April, 1958 and is a Graduate in law and Post
Graduate in Business Administration. Being Head of Legal Department of the Company, he is responsible for compliance of
legislations and Acts applicable to Company. He is on the Board of Directors of Sunshine Oleochem Limited.

Board Procedures

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

28
Attendance record of directors
Name of directors Category Board Whether No. of other No. of other
meetings attended Boards in committees
attended last which he is in which he
AGM member or is member or
(Chairman) (Chairman)

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

Mr. Dinesh Shahra Promoter (Executive) 8 Yes 5 (0) 1 (0)
1
Mr. P.D. Nagar Independent (Non-executive) 1 No 5(0) 4 (2)
Mr. A. B. Rao Executive 5 No 1 (0) 0 (0)
1
Mr. S.P. Joshi Executive 1 Yes 1 (0) 0 (0)
Mr. Sajeve Deora Independent (Non-executive) 6 Yes 5 (0) 7 (5)
Mr. P. D. Dwivedi Independent (Non-executive) 6 Yes 0 (0) 0 (0)
2
Mr. Ashok Dhingra Independent (Non-executive) 1 Yes 1 (0) 0 (0)
3
Mr. N. Murugan Independent (Non-executive) — — 1 (0) 1 (0)
3
Mr. V. K Jain Executive — — 0 (0) 0 (0)
th
1. Mr. S.P. Joshi & Mr. P.D. Nagar resigned from the Board with effect from 27 July, 2009.
2. Mr. Ashok Dhingra resigned from the Board with effect from 9th March, 2009.
3. Mr. N. Murugan & Mr. V.K. Jain have been inducted on the Board with effect from 27th July, 2009.
Private limited and Section 25 companies, if any where the directors of the Company are directors, have been excluded for the
above purpose. Further, as per the listing agreement, chairman/membership of audit committees and shareholders’ grievance
committees are considered for the purpose of committee positions.
Code of Conduct
The Board of Directors has an important role in ensuring good corporate governance and has laid down the Code of Conduct
for Directors and Senior Management of the Company. The Code has also been posted on the website of the Company.
All Directors and Senior Management personnel have affirmed the compliance thereof for the year ended 31st March, 2009.
Annual Report contains a declaration to this effect signed by the Managing Director, as provided in clause 49 of the Listing
Agreement.
AUDIT COMMITTEE
The objective of the Audit Committee is to keep a vigil on the Management’s financial reporting process with a view to ensure
timely and transparent disclosure in the financial statements.
The terms of reference of the Committee are extensive and include all the requirements as mandated in clause 49 of the
Standard Listing Agreement read with Section 292A of the Companies Act, 1956. The role of the Committee includes overseeing
and monitoring the financial reporting system within the Company and considering/reviewing unaudited and audited financial
results, as may be applicable, for the relevant quarters and year before being adopted by the Board. The Committee also
focused its attention on topics such as review of internal audit reports, legal compliance reporting system, presentation of
segmentwise reporting, review of internal control systems, major accounting policies and practices, compliance with accounting
standards and risk management. The Committee also continued to advice the management on areas where greater internal
audit focus was needed and on new areas to be taken up for audit purpose. The Company Secretary acted as the Secretary to
the Committee. The Committee meetings were also attended by finance executives and Statutory Auditors of the Company.
Constitution and composition
The Audit Committee consists of Mr. Sajeve Deora, Mr. Prabhu Dayal Dwivedi and Mr. A.B. Rao. Mr. Sajeve Deora, the
Chairman of the Committee is an independent, non-executive director and has a strong financial and accounting background.
Meeting and attendance and terms of reference :
During the financial year 2008-09, the Audit Committee met on 30th April, 2008, 30th July, 2008, 30th August, 2008,
25th October, 2008 and 31st January, 2009. The meetings were scheduled in advance. Mr. Sajeve Deora and Mr. P.D. Dwivedi
attended all the meetings. Three meetings were attended by Mr. A.B. Rao.

29
COMPENSATION COMMITTEE
The objective of compensation committee is to determine remuneration package for executive directors and senior employees
of the Company and to monitor the due compliance of remuneration policies of the company in a transparent manner. It is also
empowered to administer the Employee Stock Option Scheme of the Company.
Constitution and composition
The Compensation Committee is chaired by Mr. Sajeve Deora and its other members are: Mr. Prabhu Dayal Dwivedi,
Mr. N. Murugan, Mr. Kailash Shahra and Mr. Dinesh Shahra. The Chairman of the Committee is an independent, non-executive
director and has a strong financial and accounting background. Mr. P.D. Nagar was a member of Committee till 27th July, 2009.
Meeting and attendance and terms of reference
During the financial year 2008-09, the Compensation Committee met on 1st April, 2008 and 30th August, 2008. Mr. Kailash Shahra
and Mr. Dinesh Shahra attended both the meetings. Mr. P.D. Nagar, Mr. P. D. Dwivedi and Mr. Sajeve Deora attended one
meeting each.
REMUNERATION OF DIRECTORS
Remuneration of the Managing Director :
During the financial year 2008-09, the particulars of remuneration paid to Mr. Dinesh Shahra, Managing Director is as under :
Salary : Rs. 97,40,323
Perquisites in cash or kind : Rs. 25,43,297
Remuneration of the whole-time directors :
During the financial year 2008-09, the following remuneration was paid to the whole-time directors :
Mr. A.B. Rao : Salary, allowances and perquisites : Rs. 18,26,084
Mr. S.P. Joshi : Salary, allowances and perquisites : Rs. 12,74,700
Remuneration of non-executive directors:
As approved by the Board of Directors and in accordance with the Articles of Association of the Company, the non-executive
directors were paid a sitting fee of Rs. 2000/- for each meeting of the board or committee thereof attended by them during the
financial year 2008-09. Commission of Rs.29,14,553/- is payable to the Chairman for the financial year 2008-09. During the
year, commission of Rs.50,00,000/- for the financial year 2007-08 was paid to him.
The following table shows the amount of sitting fee paid to the non-executive directors for the financial year 2008-09 and their
shareholding as on 31st March, 2009 :
Sr. No. Name of Directors Sitting fees (Rs.) No. & percentage of shares held
as on 31st March, 2009
1. Mr. Kailash Shahra 26,000 1,98,500 (0.11%)
2. Mr. P.D. Dwivedi 24,000 —
3. Mr. P.D. Nagar 4,000 —
4. Mr. Sajeve Deora 24,000 —
5. Mr. Ashok Dhingra 2,000 46,000 (0.02%)

Note : Mr. P.D. Nagar resigned from the Board with effect from 27th July, 2009.
MANAGEMENT
Management discussion and analysis
This is given as a separate chapter in this annual report.
Disclosures
A. Transactions with related parties.
The Company has not entered into any transaction of material nature with related parties that may have any potential conflict
with the interest of the Company.
B. Compliance by the Company
The Company has complied with the requirement of the stock Exchange, SEBI and other statutory authorities on matters related
to capital markets during last three years. No penalties have been imposed on the Company or strictures passed by any Stock
Exchange or SEBI or any other authorities relating to capital markets.
C. Risk Management
The Board of Directors regularly review the risk management strategy of the Company to ensure the effectiveness of risk
management policy and procedures.

30
SHAREHOLDERS
Communication to shareholders
Quarterly unaudited financial statements prepared in accordance with the Listing Agreements executed with the Stock Exchanges
are generally published in Free Press Journal and Nav Shakti. Beside this, RSIL has its own website (www.ruchisoya.com)
on which important public domain information is posted. All the financial, vital and price sensitive official news releases are
also communicated to the concerned stock exchanges in accordance with the listing agreements. The website also contains
information on several other matters, such as Networth history, Turnover and Net profit for preceding years etc.
INVESTORS’ GRIEVANCE COMMITTEE
The Committee has the mandate to look into shareholders’ and investors’ complaints on matters relating to transfer of shares,
non-receipt of annual report, non-receipt of dividend etc. In addition, the Committee also looks into matters which can facilitate
better investor service and relations. Investors’ Grievance Committee of the Board comprises of Mr. Kailash Shahra (Chairman),
Mr. A.B. Rao and Mr. V.K. Jain. Mr. V. K. Jain became member of the committee with effect from 27th July, 2009. Mr. S.P. Joshi
vacated his office as member of Investors’ Grievance committee with effect from 27th July, 2009, due to his resignation from the
Board.
During the period under review, 6 meetings of the Committee were held. The Committee met on 26th May, 2008, 24th July, 2008,
10th September, 2008, 25th November, 2008, 7th January, 2009 and 16th March, 2009 to review the status of investors service
rendered. Mr. Kailash Shahra, Mr. S.P. Joshi and Mr. A.B. Rao attended 5, 3 and 4 meetings respectively. Mr. R.L. Gupta,
Company Secretary, also attended the meetings. He has been appointed as the Compliance Officer in accordance with listing
agreements for compliances and investors’ services.
During the financial year 2008-09, the Company received 26 complaints for non receipt of shares, 16 complaints for non
receipt of annual reports, 11 complaints for non-receipt of dividend, 2 complaints related to demat of shares and 2 other
complaints. No complaint was pending as at 31st March, 2009.
INFORMATION ON GENERAL BODY MEETINGS
Annual General Meetings
The last three Annual General Meetings (AGMs) of the Company were held at Sunville Deluxe Pavilion, Sunville Building, 9,
Dr. Annie Besant Road, Worli, Mumbai-400 018. The dates and times of holding of the said AGMs and particulars of special
resolutions passed thereat are as under:
20th AGM held on 28th December, 2006 at 10.45 A.M. — Amendment in Articles of Association.
— Increase in remuneration under Section
314 of the Companies Act, 1956
— Payment of remuneration by way of Commission
— Further issue of shares
21st AGM held on 29th September, 2007 at 3.00 P.M. — Revision of commission payable to Director
22nd AGM held on 30th September, 2008 at 10.30 A.M — Ratification of re-issue of 4,047 forfeited equity shares
— Re-appointment of Ms. Amrita Shahra
under section 314 of the Companies Act, 1956
Extra-ordinary General Meeting
An Extra-ordinary General Meeting of the Company was held on 16th June, 2009 at 11.30 A.M. at Indian Textile Accessories and
Machinery Manufacturers' Association, 2nd Floor, Bhogilal Hargovindas Building, 18/20, K. Dubash Marg, Kala Ghoda,
Mumbai-400 001. Particulars of special resolutions passed thereat are as under :
— Issue of equity shares on preferential basis
— Issue of warrants on preferential basis
— Revision in exercise price of Options to eligible employees and directors of Company under Employee Stock Option
Scheme-2007
— Revision in exercise price of Options to eligible employees and directors of Subsidiary Company under Employee Stock
Option Scheme-2007.
POSTAL BALLOT
No postal ballot was conducted during the year under review. At present, there is no proposal for passing any Special Resolution
through postal ballot.
GENERAL SHAREHOLDERS INFORMATION
Annual General Meeting : Date : 30th September, 2009
Time : 10.30 A.M.
Venue : Sunville Deluxe Pavilion, Sunville Building,
9, Dr. Annie Besant Road, Worli,
Mumbai-400018.

31
FINANCIAL CALENDAR
Adoption of Quarterly Results of the quarter ended 3rd/4th week of
— June 30, 2009 July, 2009
— September 30, 2009 October, 2009
— December 31, 2009 January, 2010
— March 31, 2010 April, 2010
Book Closure Dates — Saturday, the 19th September, 2009 to Wednesday, the 23rd September, 2009 (both days inclusive)
Dividend Payment Date — On or before 30th October, 2009
LISTING ON STOCK EXCHANGES AND STOCK CODES
The Equity Shares of the Company are listed on the following Stock Exchanges:
Stock Exchange Stock code
a) Bombay Stock Exchange Limited (BSE) 500368
b) National Stock Exchange of India Limited (NSE) RUCHISOYA
c) Delhi Stock Exchange Limited (DSE) —
The ISIN of the Company is INE619A01027.
Market Price Data (Rs.)
The monthly high and low quotations at the Bombay Stock Exchange Limited (BSE) during the financial year 2008-09 are as
follows :
Period High (Rs.) Low (Rs.)
April, 2008 108.00 79.00
May, 2008 109.90 93.30
June, 2008 99.50 79.35
July, 2008 93.40 72.00
August, 2008 86.35 72.60
September, 2008 85.00 64.20
October, 2008 71.00 27.00
November, 2008 40.65 20.00
December, 2008 30.50 21.60
January, 2009 34.25 16.80
February, 2009 24.90 20.90
March, 2009 25.00 18.60
Comparisonn of Stock Performance of RSIL with BSE SENSEX

32
Registrars and Transfer Agent
Sarthak Global Limited, 170/10, Film Colony, R. N. T. Marg, Indore-452 001.

SHARE TRANSFER SYSTEM

Shares lodged in physical form with the Company/its Registrars & Share Transfer Agent are processed and generally returned,
duly transferred within 30 days, except in case where litigation is involved.
In respect of shares held in dematerialized mode, the transfer takes place instantaneously between the transferor and transferee
at the depository participant(s) through which electronic debit/credit of the accounts are involved.
Shareholding pattern and Distribution of Shareholding
Shareholding pattern as on 31.03.2009
Category No. of shares held % of holding
A Promoter holding
1 Promoters
Indian Promoters 7,92,30,758 41.97
Foreign Promoters — —
2 Persons acting in concert — —
Sub-total 7,92,30,758 41.97
B Non-Promoters Holding
1 Institutions
a MFs/ UTI 47,63,001 2.52
b Banks/ FIs/Insurance Companies 1,74,051 0.09
(Central/State Govt. Institutions/Non-Govt. Institutions)
c FIIs 5,10,25,604 27.03
Sub-total 5,59,62,656 29.64
2 Non Institutions
a Bodies Corporate 3,59,27,954 19.03
b Individuals holding nominal capital upto Rs. 1.00 lac 1,49,94,366 7.94
c Individuals holding nominal capital more than Rs. 1.00 lac 24,49,411 1.30
d Any other (Clearing Members and Trust) 2,24,915 0.12
Sub-total 5,35,96,646 28.39
GRAND TOTAL 18,87,90,060 100.00
Distribution of shareholding as on 31.03.2009
Range of Shares No. of Shareholders % of Shareholders No. of Shares held % of Shareholding
001 — 2500 26,586 95.77 1,00,97,601 5.35
2501 — 5000 674 2.43 24,77,436 1.31
5001 — 10000 228 0.82 16,60,500 0.88
10001 — 15000 60 0.22 7,53,998 0.40
15001 — 20000 32 0.12 5,74,233 0.30
20001 — 25000 27 0.10 6,15,611 0.33
25001 — 50000 37 0.13 13,76,835 0.73
Over 50000 115 0.41 17,12,33,846 90.70
TOTAL 27,759 100 18,87,90,060 100

33
Dematerialisation of shares and liquidity
The trading in shares of the Company are under compulsory demat segment. The Company is listed on BSE, NSE and DSE.
The Company’s shares are available for trading in the depository systems of both NSDL and CDSL. As on 31st March, 2009,
14,00,58,805 equity shares of the Company were in dematerialized form.
Outstanding Convertible Instruments
On 24th December, 2007, the Company had allotted 3,53,25,000 warrants each convertible into one equity share of Rs. 2/-.
On 31st March, 2009, 2,89,25,000 warrants were outstanding for conversion and were valid till 23rd June, 2009. None of these
warrants was converted into equity shares within the validity period.
The Company had granted 12,37,000 options to the eligible directors and employees of the Company and its subsidiary on
1st April, 2008. All options vest over 3 years from 1st April, 2008 - 20% on 1st April, 2009, 30% on 1st April, 2010 and 50%
on 1st April, 2011. As on 31st March, 2009, no option was vested and/or exercised. Out of such 12,37,000 options, 93,000
options have been cancelled in accordance with the Employee Stock Option Scheme 2007.
The Company has further granted 14,95,000 options on 29th August, 2009 which vest over 3 years from 1st October, 2009 -
20% on 1st October, 2010, 30% on 1st October, 2011 and 50% on 1st October, 2012. Accordingly, as on date 26,39,000
options are outstanding to be exercised under the Scheme.
The Company has also allotted 7,00,00,000 warrants on preferential basis on 27th July, 2009, each convertible into one equity
share of Rs. 2/-. As on date, these warrants are pending for conversion.
Plant locations of the Company
— Mangliagaon, A.B.Raod, Indore (M.P.)
— Baikampady Industrial Area, Mangalore (Karnataka)
— Village Esambe, Taluka Khalapur, Distt. Raigad (Maharashtra)
— Bijoyramchak, Ward No. 9, P.O. Durgachak, Haldia (West Bengal)
— Village Butibori, Tehsil Nagpur (Maharashtra)
— Akodia Road, Industrial Area, Shujalpur, Dist. Shajapur (M.P.)
— Village Dobhi, Distt. Mandla (M.P.)
— Village Kamati, Gadarwada, Distt. Narsinghpur (M.P.)
— Gram Mithi Rohar, Taluka Gandhidham, Distt. Bhuj (Gujarat)
— Kannigaiper Village, Uthukottai Taluk, Thiruvallur Distt. (Tamilnadu)
— RIICO Udyog Vihar, Sriganganagar (Rajasthan)
— RIICO Industrial Area, Govindpur Bawari, Post Talera Distt. Bundi (Rajasthan)
— Kusmoda, A.B. Road, Guna (M.P.)
— Kota Road, Baran (Rajasthan)
— Rani Piparia, Dist. Hoshangabad (M.P.)
— SIDCO Industrial Estate, Bari Brahmana, Jammu (J&K)
— Village Daloda, Dist. Mandsaur (M.P.)
— Survey No. 178, Surkandi Road, Washim (Maharashtra)
Address for communication
The shareholders may send their communications, queries, suggestions and grievances to the Compliance Officer at the following
address:
Mr. R.L. Gupta
Company Secretary
408, Tulsiani Chambers, Nariman Point, Mumbai-400 021
e-mail address : rl_gupta@ruchigroup.com
Phone: +91 22 66560603 / + 91 731 4017311
The shareholders may also e-mail their queries, suggestions and grievances at ‘ruchisoyasecretarial@ruchigroup.com’

34
Certificate by Managing Director and Vice President (Corporate Accounts)
The Board of Directors has received certificate issued by the Managing Director and Vice President (Corporate Accounts) of the
Company as envisaged under clause 49 (V) of the Listing Agreement.
Report on Corporate Governance
This chapter, read together with the information given in the chapter entitled as 'Management Discussion and Analysis Report’
constitutes a detailed compliance report on corporate governance during 2008-09 in terms of clause 49 of the Listing Agreement.
Auditor’s certificate on Corporate Governance
The Company has obtained the certificate from the Auditors of the Company regarding compliance with the provisions relating
to corporate governance laid down in clause 49 (VII) of the Listing Agreement executed with the Stock Exchanges. This
certificate will be sent to Stock Exchanges, along with the annual report to be filed by the Company.
Declaration
As provided under Clause 49 of the Listing Agreement executed with the Stock Exchanges, we affirm that the Board Members
and Senior Management personnel of the Company have confirmed compliance with the Code of Conduct of the Company for
the year ended 31st March, 2009.
For Ruchi Soya Industries Limited
Place : Indore DINESH SHAHRA
Date : August 29, 2009 Managing Director

CERTIFICATE
To the Members of
RUCHI SOYA INDUSTRIES LIMITED

We have examined the compliance of conditions of Corporate Governance by Ruchi Soya Industries Limited for the year ended
31st March, 2009 as stipulated in Clause 49 of the Standard Listing Agreement of the said Company with Stock Exchanges.

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

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

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

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

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

Chartered Accountants

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

35
Auditors’ Report
TO THE MEMBERS OF RUCHI SOYA INDUSTRIES LIMITED
1. We have audited the attached Balance Sheet of Ruchi Soya Industries Limited as at 31st March, 2009 and the Profit and
Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of
Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in
paragraphs 4 and 5 of the said Order.
4. Interest income of Rs. 10,873.32 lacs has been netted off against interest expenditure instead of including the same under
other income. The said disclosure however has no impact on the profit for the year. (Refer Note no. 19 of Schedule 20).
5. Further to our comments in the Annexure referred to in paragraph (3) above:
i. We have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purpose of our audit;
ii. in our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from
our examination of those books and proper returns adequate for the purposes of our audit have been received from
branches not visited by us;
iii. the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement
with the books of account;
iv. in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow statement dealt with by this report
comply with the Accounting Standards referred to in clause (3C) of section 211 of the Companies Act, 1956;
v. On the basis of the written representations received from the directors and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on March 31, 2009 from being appointed as a director in terms
of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.
vi. In our opinion and to the best of our information and according to the explanations given to us, the accounts read
together with the notes thereon, give the information required by the Companies Act, 1956 and except for netting
off of interest income against interest expenditure instead of showing it under other income as stated in para 4
above, in the manner so required and give a true and fair view:
a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2009;
b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
c) in the case of the Cash Flow statement, of the cash flows for the year ended on that date.

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

Chartered Accountants

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

36
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE
1. In respect of fixed assets:
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation
of its fixed assets. The updation of fixed assets register in respect of assets vested on amalgamation is in progress.
(b) According to the information and explanations given to us, physical verification of the fixed assets was carried out
by the management during the year and no material discrepancies were noticed on comparison with book records.
In our opinion, the frequency of verification is at reasonable intervals.
(c) There was no substantial disposal of fixed assets during the year.
2. In respect of its inventories:
(a) We have been informed that the inventories have been physically verified by the management during and/or at the
year-end except for stocks lying with third parties at the year-end, which have been substantially confirmed by
them. In our opinion, the frequency of verification is reasonable.
(b) According to the information and explanations given to us, in our opinion, the procedures of physical verification
of inventories followed by the management are reasonable and adequate in relation to the size of the Company and
the nature of its business.
(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper
records of inventory. The discrepancies noticed on physical verification of stocks as compared to book records,
which have been properly dealt with in the books of account, are in our opinion, not material.
3. (a) The Company has granted loans to 4 companies, firms and other parties covered in the register maintained under
section 301 of the Act. The aggregate amount outstanding from these parties as at 31st March, 2009 is Rs. 142.65 lacs.
The maximum balance outstanding at any time during the year in respect of these loans was Rs. 613.38 lacs.
(b) The rate of interest in respect of the aforesaid loans is prima facie not prejudicial to the interest of the Company.
There are no other terms and conditions stipulated in respect of these loans.
(c) In respect of these loans, there is no stipulation as to the repayment of principal amount and payment of interest.
Hence, we have not commented on whether the repayment of principal amount and payment of interest are regular
or whether there is any overdue amount in respect of the aforesaid loans.
(d) The Company has not taken any loans from companies, firms or other parties covered by section 301 of the
Companies Act, 1956. As such clauses (e) to (g) of para 3(iii) are not applicable for the year under audit.
4. In our opinion and according to the information and explanations given to us, in view of implementation of transaction
system, the internal control system for the purchase of inventory and fixed assets and for the sale of goods and services is
being reviewed with a view to further strengthening it to be commensurate with the size of the Company and the nature
of its business. During the course of audit, no major weakness has been noticed in these internal controls.
5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the
management, the transactions that need to be entered into the register maintained under section 301 of the Act
have been so entered.
(b) These transactions have been made at prices which are reasonable having regard to the prevailing market prices at
the relevant time.
6. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits
from public to which the provisions of sections 58A and 58AA of the Act and Rules framed thereunder apply.
7. The Company has an internal audit system, which in our opinion is commensurate with the size of the Company and the
nature of its business.
8. We have broadly reviewed cost records in respect of manufacture of vanaspati, refined vegetable oil and power generation
made and maintained by the Company pursuant to the rules made by the Central Government for the maintenance of
cost records under section 209(1)(d) of the Act and are of the opinion that prima facie the prescribed accounts and
records have been made and maintained. We have not, however, made a detailed examination of the records with a view
to determining whether they are accurate or complete. To the best of our knowledge and according to the information
given to us, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the
Companies Act, 1956 for any other product of the Company.

37
9. In respect of statutory dues:
(a) The Company, barring certain instances of delay, is generally regular in depositing undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. Undisputed
statutory dues aggregating to Rs. 589.51 lacs were outstanding as at 31st March, 2009 for a period of more than six
months from the date they became payable.
(b) As at 31st March 2009, following disputed statutory dues aggregating to Rs. 13,360.51 lacs have not been deposited
on account of matters pending before the appropriate authorities:
Name of the statute Nature of dues Forum where Years to which Amount
dispute is pending dispute relates disputed
(Rs. in lacs)

Central Sales Tax Act, Vat / Sales Tax High Court 2003-04/04-05/ 05-06 327.33
VAT Act / Sales Tax (including Central
Act of various states Sales Tax) / Entry Tax Tribunal 1999-00 / 95-96/ 2000-01/ 2,050.89
including Entry 04-05
Tax Act
Joint Comm. 1997-98/2000-01/02-03/ 371.38
(Appeal) 04-05/05-06/07-08
DC (Appeal) 1994-95/2002-03/04-05/ 1,759.61
05-06/06-07/07-08
Comm. Appeal 1988-99/2002-03/03-04/04-05 1,815.76
Assessment 2000-01/02-03/03-04/04-05 295.00
Central Excise and Excise Duty High Court 2004-05 2,914.48
Salt Act
Tribunal 2001-02/02-03/03-04/ 253.44
04-05/06-07
Comm. Appeal 2006-07/07-08 666.46
Joint Comm. 2006-07/07-08 16.05
(Appeal)
Service Tax Act,1994 Service Tax Comm. Appeal 2002-03/04-05/06-07/07-08 5.19
Joint Comm. 2008-09 11.03
(Appeal)
Customs Act Custom Duty Supreme Court — 539.17
High Court — 916.71
Tribunal — 366.48
DC (Appeal) — 281.70
Assessing Officer — 369.18
Income Tax Act, 1961 Income Tax ITAT 1985-86 and 2005-06 392.79
Other statutes Octroi / Electricity High Court 2004-05/05-06 7.86
Duty / Local Body Tax

10. The Company does not have accumulated losses at the end of the financial year and the Company has not incurred any
cash losses in the current or in the immediately preceding financial year.
11. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to
financial institutions, banks or debenture holders.

38
12. According to the information and explanations given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other securities.
13. In our opinion, the Company is not a chit fund or a nidhi / mututal benefit fund / society. Therefore, the provisions of
clause 4(xiii) of the Companies (Auditor’s Report) Order 2003 are not applicable to the Company.
14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities,
debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s Report)
Order, 2003 are not applicable to the Company.
15. In our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others from
banks or financial institutions are, prima facie, not prejudicial to the interest of the Company.
16. According to the information and explanations given to us, the term loans have been applied for the purpose for which
they were raised.
17. According to the information and explanations given to us and on an overall examination of the balance sheet of the
Company, we report that short-term funds have not been used for long-term investment.
18. According to the information and the explanations given to us, the Company has not made any preferential allotment of
shares during the year.
19. According to the information and explanations given to us, the Company has created security in respect of debentures
issued.
20. The Company has not raised any money by way of public issue during the year.
21. To the best of our knowledge and belief and according to the information and explanations given to us, we report that no
fraud on or by the Company has been noticed or reported during the course of our audit.

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

Chartered Accountants

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

39
Balance Sheet
AS AT 31ST MARCH, 2009

Schedule 2008-09 2007-08

(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
I SOURCES OF FUNDS
1. Shareholders' Funds
a) Capital 1 10,541.78 10,541.78
b) Employees stock options 1A 38.76 —
c) Reserves & Surplus 2 1,07,957.26 1,00,120.67
1,18,537.80 1,10,662.45
2. Loan Funds
a) Secured Loans 3 69,787.09 69,851.07
b) Unsecured Loans 4 1,02,297.38 86,106.84
1,72,084.47 1,55,957.91
3. Deferred Tax Liability 13,478.15 10,178.15
3,04,100.42 2,76,798.51

II APPLICATION OF FUNDS
1. Fixed Assets 5
a) Gross Block 1,74,433.13 1,50,243.20
b) Less : Depreciation 40,956.96 32,419.57
c) Net Block 1,33,476.17 1,17,823.63
d) Capital Work in Progress 7,865.89 2,337.87
1,41,342.06 1,20,161.50
2. Investments 6 8,178.24 8,191.69
3. Current Assets, Loans & Advances
a) Inventories 7 1,50,932.67 2,13,822.80
b) Sundry Debtors 8 1,02,682.76 1,03,770.58
c) Cash & Bank 9 1,01,479.32 57,890.31
d) Other Current Assets 10 1,830.25 1,072.39
e) Loans & Advances 11 99,419.90 72,581.96
4,56,344.90 4,49,138.04
Less : Current Liabilities & Provisions
a) Current Liabilities 12 2,87,358.94 2,89,071.98
b) Provisions 13 14,424.32 11,642.82
3,01,783.26 3,00,714.80
Net Current Assets 1,54,561.64 1,48,423.24
4. Miscellaneous Expenditure 14 18.48 22.08
3,04,100.42 2,76,798.51
NOTES TO THE ACCOUNTS 20

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

(D.P. SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRA

Partner Company Secretary Vice President Managing Director
Membership No. 40740 (Corporate Accounts)

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

40
 Profit & Loss Account
FOR YEAR ENDED ON 31 MARCH, 2009

Schedule 2008-09 2007-08

(Rs. in lacs) (Rs. in lacs)
INCOME
Sales and Other Income 15 12,20,951.33 11,06,881.46
Increase/(Decrease) in stock 16 (8,006.82) 28,467.49
12,12,944.51 11,35,348.95

EXPENSES
Purchases 3,03,477.49 2,32,515.92
Materials consumed 17 7,91,898.05 7,77,044.63
Expenses 18 88,376.34 82,740.41
Interest (Net) 19 5,541.68 10,200.85
Depreciation 5 8,575.93 7,472.99
11,97,869.49 11,09,974.80

Profit before taxation 15,075.02 25,374.15

Provision for taxation — Current tax 1,750.00 5,436.00
— Deferred tax 3,300.00 3,000.01
— Fringe benefit tax 180.00 175.00
Provision for tax for earlier years 516.84 840.39
Profit after taxation 9,328.18 15,922.75
Balance brought forward from previous year 29,118.32 17,029.87
Profit available for appropriation 38,446.50 32,952.62

APPROPRIATIONS
General Reserve 2,500.00 2,500.00
Debenture Redemption Reserve — 18.20
Proposed Dividend — Preference 180.97 180.97
— Equity 1,093.95 943.95
Tax on Dividend 216.67 191.18
Balance carried to Balance Sheet 34,454.91 29,118.32
38,446.50 32,952.62

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

Basic 4.83 8.61
Diluted 4.83 8.23
NOTES TO THE ACCOUNTS 20

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

(D.P. SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRA

Partner Company Secretary Vice President Managing Director
Membership No. 40740 (Corporate Accounts)

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

41
SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2009

2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
SCHEDULE 1 : SHARE CAPITAL
Authorised
27,50,00,000 Equity Shares (Previous year 27,50,00,000 5,500.00 5,500.00
Equity Shares) of Rs. 2/- each
65,00,000 - Cumulative Redeemable Preference Shares
(Previous year 65,00,000 Preference Shares) of Rs.100/- each 6,500.00 6,500.00
12,000.00 12,000.00
Issued, Subscribed and Paid-up
i) 18,87,90,060 Equity Shares of Rs.2/- each (Previous
year 18,87,90,060 Equity Shares of Rs.2/- each) 3,775.80 3,775.80
ii) 45,24,285 4% Cumulative Redeemable Preference
Shares of Rs. 100/- each (See Note below) 4,524.29 4,524.29
iii) Share Warrant Application Money 2,241.69 2,241.69
10,541.78 10,541.78
Note :
Out of 45,24,285 Preference Shares, 30,19,186 preference shares were alloted on 31st March, 2004 & are redeemable at par in three annual instalments at the end
of 8th, 9th & 10th year from the date of allotment with a put and call option at the end of each year i.e. 1st & 2nd instalment of Rs.33/-each per preference share
on completion of 96 months & 108 months respectively & 3rd instalment of Rs.34/- per preference share on completion of 120 months from date of alloment.
The balance 15,05,099 preference shares were alloted on 30th March, 2005 and are redeemable at par in three annual instalments with a put and call option at
the end of 8th, 9th & 10th year from the date of allotment i.e. 1st & 2nd instalments of Rs.33/- each per preference share on completion of 96 months & 108
months respectively and 3rd instalment of Rs.34/- per preference share on completion of 120 months from date of allotment. These have been fully redeemed on
22nd June, 2009.
2008-09 2007-08
(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
SCHEDULE 1A : EMPLOYEES STOCK OPTIONS
Employees Stock Options Outstanding 116.28 —
Less : Deferred Employees Compensation Expenses 77.52 —
(Refer Note no.6 of Schedule 20)
38.76 —

SCHEDULE 2 : RESERVES AND SURPLUS

a) Securities Premium Account
As per last balance sheet 37,319.31 32,469.30
Add : Addition during the year — 4,850.01
37,319.31 37,319.31
b) Debenture Redemption Reserve
As per last balance sheet 175.00 156.80
Add : Addition during the year — 18.20
175.00 175.00
c) Capital Redemption Reserve
As per last balance sheet 3,400.00 3,400.00
d) General Reserve
As per last balance sheet 30,108.04 27,611.64
Less : Additional liability pursuant to AS-15 (Revised) — 3.60
Add : Addition during the year 2,500.00 2,500.00
32,608.04 30,108.04
e) Profit and Loss Account 34,454.91 29,118.32
1,07,957.26 1,00,120.67

42
 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
SCHEDULE 3 : SECURED LOANS
a) 9.75% Secured Redeemable Non-convertible Debentures
3,50,000 Debentures of Rs.100/- each privately 116.66 233.33
placed with Financial Institution
(See Note no. 1 below)
b) Loans from Financial Institutions/Banks/Others 69,586.08 51,813.96
[See Note nos.2 (a) and 2 (b) below]
c) Borrowing from Banks (Cash/Packing Credit/Working Capital Demand 10.41 17,715.97
Loans) [See Note nos. 3 (a) and (b) below]
d) Other Loans for specific Vehicles (Exclusive charge) 73.94 87.81
(See Note no. 4 below)
69,787.09 69,851.07
NOTES:
1 The outstanding balance against the 9.75% Secured Redeemable Non Convertible Debentures of Rs 100/- each privately placed
with Financial institution is redeemable during the year ending March 31st, 2010.
The above debentures are secured by (a) first charge by way of an equitable mortgage of all immovable properties of the
Company, wherever situated and (b) a first charge by way of hypothecation of all movable proporties, both present & future (save
and except book debts) of the Company.
The first charge by way of equitable mortgage and hypothecation in favour of debentureholders rank pari passu with the lenders
as per Note No.2(a) below and is subject to charge on specified properties referred to in Note no.2(b).
Amount repayable within 12 months Rs. 116.66 lacs (Previous year Rs. 116.67 lacs).
2 The loans from financial institutions, banks and others are secured/to be secured by :
(a) (i) first charge by way of an equitable mortgage of all immovable properties of the Company,wherever situated and (ii) a first
charge by way of hypothecation of all movable properties, both present & future (save and except book debts) of the
Company and (iii) Personal Guarantee of the Managing Director in certain cases.
The First Charges by way of equitable mortgage and hypothecation in favour of lenders rank pari passu with the
Debentureholders as per Note No.1 above and subject to charge on specified properties referred to in Note no 2(b) below.
(b) (i) a first charge by way of an equitable mortgage over all the immovable properties of the Company at specific locations,
(ii) a first charge by way of hypothecation of movable properties situated at the respective locations and (iii) Personal
guarantee of the Managing Director.
The above charges of various lenders at specified locations mentioned above rank pari passu inter se the lenders at each location,
wherever applicable.
The above outstanding amount of loan includes interest accrued & due Rs.542.94 lacs. (Previous year Rs. 314.05 lacs)
Amount repayable within 12 months Rs. 17,133.62 lacs (Previous year Rs. 11,916.39 lacs)
3 (a) The Borrowing availed from consortium banks are secured / to be secured by (i) a first charge by way of hypothecation of
stocks, book debts and other current assets (ii) a charge by way of hypothecation /equitable mortgage of movable / immovable
properties in favour of consortium banks, ranking second and subservient to the charges specified in Note No. 1 and 2 and
(iii) personal guarantee of promoter directors of the Company.
The charges mentioned above rank pari passu inter se the consortium banks.
(b) The borrowings availed from banks outside consortium are secured /to be secured by (i) specific charges on Stocks, book
debts and other current assets pertaining to the facilities granted by them and (ii) personal guarantee of the Mananging
Director of the Company.
Amount repayable within 12 months Rs.10.41 lacs (Previous year Rs. 17,715.97 lacs).
4 These Loans are secured by hypothecation of vehicles purchased out of the said loans.
Amount repayable within 12 months Rs. 38.25 lacs (Previous year Rs. 43.01 lacs)

43
 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
SCHEDULE 4 : UNSECURED LOANS
Short term advances :
From Banks / Financial Institutions (See Note no.10 of Schedule 20) 1,00,858.10 84,848.49
Other Loans :
Deferred Sales Tax Liability 1,439.28 1,258.35
1,02,297.38 86,106.84

SCHEDULE 5 : FIXED ASSETS (Rs. in lacs)

PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCK

As on Additions Deduction As on Upto For the year Adjustment Upto As on As on
1.4.2008 31.3.2009 31.3.2008 31.3.2009 31.3.2009 31.3.2008

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

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

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

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

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

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

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

SOFTWARE 518.46 118.21 — 636.67 106.59 136.15 — 242.74 393.93 411.87

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

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

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

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

Notes :
1. Buildings include Rs.0.02 lac (Previous year Rs.0.02 lac) being cost of Shares in Co-operative Societies. Title deeds in respect of shares amounting to Rs.500/- are in the process
of transfer.
2. Execution/registration of lease deed in respect of land acquired on lease during the year and the part of land acquired on lease in the preceding year is pending.
3. Lease hold land of 30 acres taken on lease from The Karnataka Industrial Area Development Board (KIADB) for a period of 6 years which after the expiry of the lease period
will be converted to a sale subject to compliance with the terms of allotment.
4. Refer Note no. 2(h), 2(i) & 13 of Schedule 20.

44
 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
SCHEDULE 6 : INVESTMENTS
I. LONG TERM INVESTMENTS (Other than trade investment) (At cost)
A) SHARES
a) Quoted
(Other than in subsidiary companies)
i) 17,75,000 Equity Shares (Previous year 17,75,000 shares) of Rs.10/- each
fully paid up in Ruchi Strips & Alloys Ltd. 185.00 185.00
ii) 8,83,500 Equity Shares (Previous year 8,83,500 shares) of Rs.10/- each
fully paid up in National Steel & Agro Industries Ltd. 264.87 264.87
iii) 4,00,000 Equity Shares (Previous year 4,00,000 shares) of Rs.10/- each
fully paid up in Anik Industries Limited 100.00 100.00
iv) 1,19,300 Equity Shares (Previous year 1,19,300 shares) of Rs.10/- each
fully paid up in Sarthak Global Limited 11.93 11.93
v) 7,014 Equity Shares (Previous year 7,014 Shares) of Rs.10/- each
fully paid up in Dena Bank 1.89 1.89
vi) 1,887 Equity Shares (Previous year 1,887 Shares) of Rs.10/- each
fully paid up in Punjab National Bank 7.41 7.41
vii) 35,000 Equity Shares (Previous year 35,000 Shares) of Rs.10/- each
fully paid up in Sharadraj Tradelink Ltd. 3.82 3.82
viii) 1,80,000 Equity Shares (Previous year 1,80,000 Shares) of Rs. 2/- each
fully paid up in Blue Chip India Ltd. 17.38 17.38
ix) 21,500 Equity Shares (Previous year 21,500 Shares) of Rs.10/- each
fully paid up in Hereld Commerce Limited 11.38 11.38
x) 50,00,000 Equity Shares (Previous year 50,00,000 Shares) of Rs.1/- each
fully paid up in Ruchi Infrastructure Limited 1,591.43 1,591.43
xi) 159 Equity Shares (Previous year 159 Shares) of Rs.10/- each
fully paid up in Central Bank of India 0.16 0.16
Aggregate amount of quoted investments 2,195.27 2,195.27
Aggregate market value of quoted investments
Rs. 736.03 lacs (Previous year Rs. 2,096.22 lacs)
b) Right title & interest in Ruchi Soya Industries Ltd. Beneficiary Trust 936.97 936.97
(Refer Note no.5 of Schedule 20)
c) Unquoted
i) In subsidiary companies
99,40,700 Equity Shares (Previous year 99,40,700 Equity Shares)
of Rs.10/- each fully paid in Ruchi Worldwide Ltd. 994.07 994.07
ii) Other than in subsidiary companies
a) 25,000 Equity Shares (Previous year 25,000 Equity shares)
of Rs.10/- each fully paid-up in Ruchi Infotech Ltd. 2.50 2.50
b) 6,00,000 Equity Shares (Previous year 6,00,000 Equity shares)
of Rs.10/- each fully paid-up in Ruchi Acroni Industries Ltd. 60.00 60.00
c) 35,000 Equity Shares (Previous year 35,000 Equity shares)
of Rs.10/- each fully paid-up in E-Ruchi Marketing (P) Ltd. 3.50 3.50
d) 5,00,000 6% Redeemable Cumulative Preference Shares
(Previous year 5,00,000) of Rs.100/- each fully paid up
in Sunshine Oleochem Ltd. 500.00 500.00
e) 26,000 Equity Shares (Previous year 26,000 Equity Shares) of
Rs.10/- each fully paid up in RIFL Energy Private Limited 2.60 2.60
f) 34,50,000 6% Redeemable Cumulative Preference Shares 3,450.00 —
(Previous year Nil) of Rs.100/- each fully paid up in Ruchi Realty
Holdings Pvt. Ltd.
iii) Share Application Money Pending Allotment — 3,450.00
(towards preference shares in Ruchi Realty Holdings Pvt. Ltd.)

45
 2008-09 2007-08
(Rs.in lacs) (Rs.in lacs)
B. GOVERNMENT SECURITIES :
National Saving Certificates/Kisan Vikas Patra
(deposited with Government authorities) 7.09 6.93
Aggregate amount of unquoted investments 5,019.76 5,019.60
TOTAL : (I) 8,152.00 8,151.84
II CURRENT INVESTMENTS (At lower of cost & market value)
MUTUAL FUNDS (Quoted)
i) 1,00,000 Units (Previous year 1,00,000 units) of SBI
Magnum Multicap Fund of Rs.10/- each 10.00 10.00
ii) 2,50,000 Units (Previous year 2,50,000 units) of SBI
One India Fund of Rs.10/- each 25.00 25.00
iii) 50,000 Units (Previous year 50,000 units) of SBI
Infrastructure Fund-I of Rs.10/- each 5.00 5.00
iv) 1,000 Units (Previous year 1,000 units) of PNB
Principal Junior Cap Fund of Rs.10/- each 0.10 0.10
40.10 40.10
Less : Provision for diminution in value of investments 13.86 0.25
TOTAL : (II) 26.24 39.85
Aggregate market value of current investments
Rs.26.24 lacs (Previous year Rs.46.86 lacs)
TOTAL : (I+II) 8,178.24 8,191.69
Note: The following investments were purchased and sold during the year :
Name of Security No. of Units Cost (Rs. in lacs)
SBI Premier Liquid Fund - Institutional Growth 2,27,91,60,295.311 3,02,180.00
SBI Premier Liquid Fund - Super Institutional Growth 3,36,82,853.963 4,600.00
SBI Magnum Insta Cash Fund - Cash Option 3,23,11,41,348.000 6,18,553.07
HDFC Cash Management Fund - Call Plan Growth 62,34,673.095 900.00
HDFC Liquid Fund - Premium Plan - Growth 1,31,30,72,460.887 2,27,500.00
Reliance Liquid Fund - Cash Plan - Growth Option - Growth Plan 6,62,11,914.982 9,500.00
Reliance Liquidity Fund - Growth Option 62,42,74,227.228 80,600.00
Reliance Treasury Plan Institutional Option - Growth option - Growth Plan 6,68,53,319.597 14,000.00
Principal Cash Management Liquid Fund 1,00,06,202.329 1,000.00

SCHEDULE 7 : INVENTORIES
(As valued and certified by the Management)
Stock-in-trade (At lower of cost and net realisable value except
realisable by-products which are valued at net realisable value)
(Refer Note no.14 of Schedule 20)
a) Raw Materials (including packing material) 75,980.39 1,33,025.33
b) Work-in-progress 996.03 3,063.28
c) Finished goods 66,112.56 71,557.14
d) Realisable by-products 1,565.39 2,060.38
e) Consumables, Stores & Spares 6,278.30 4,116.67
1,50,932.67 2,13,822.80

46
 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
SCHEDULE 8 : SUNDRY DEBTORS
(Unsecured)
Debts outstanding for period exceeding six months
Considered good 456.91 5,126.59
Considered doubtful 371.50 329.85
828.41 5,456.44
Other Debts (considered good) 1,02,225.85 98,643.99
1,03,054.26 1,04,100.43
Less : Provision for doubtful debts 371.50 329.85
1,02,682.76 1,03,770.58

SCHEDULE 9 : CASH AND BANK BALANCE

Cash on hand 778.53 339.78
Bank Balances with Scheduled Banks
i) In Current Accounts 10,533.38 8,270.57
ii) In Deposit Accounts (Refer Note no. 10 of Schedule 20) 90,167.28 49,279.83
Bank Balances with Non-Scheduled Banks (in deposit accounts) 0.11 0.11
(Refer Note no. 11 of Schedule 20)
Post Office Saving Bank [Maximum balance at any time 0.02 0.02
during the year Rs.0.02 lac (Previous year Rs.0.02 lac)]
1,01,479.32 57,890.31

SCHEDULE 10 : OTHER CURRENT ASSETS

Interest Accrued
On Investments 4.56 4.31
On Fixed Deposits with Banks 1,814.75 984.01
On Intercorporate & Other deposits 10.94 84.07
1,830.25 1,072.39

SCHEDULE 11 : LOANS AND ADVANCES

(Unsecured & considered good, unless stated otherwise)
Intercorporate Deposits [including Rs.19.48 lacs (Previous year Rs.Nil) 2,560.49 2,396.91
due from subsidiary company]
Other Deposits 3,699.76 2,402.21
Advance for Capital Expenditure 1,778.05 3,415.30
Other Advances recoverable in cash or in kind
or for value to be received [including (a) Rs.1.35 lacs (Previous year
Rs.1.13 lacs) recoverable from Directors/Officers of the Company (b)
due from subsidiary Rs. Nil (Previous year Rs. 206.66 lacs)]
Considered good 75,496.50 54,841.52
Considered doubtful 310.79 152.08
75,807.29 54,993.60
Less : Provision for doubtful advances 310.79 152.08
75,496.50 54,841.52
Advance Income Tax including tax deducted at source 15,885.10 9,526.02
99,419.90 72,581.96

47
 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
SCHEDULE 12 : CURRENT LIABILITIES
Sundry Creditors [including Rs. 115.39 lacs (Previous year Rs.Nil) due 2,70,509.27 2,66,060.73
to subsidiary company](Refer Note nos. 7, 9 & 12 of Schedule 20)
Agency & other deposits 965.72 838.31
Interest accrued but not due 660.07 484.32
Customers' advances 13,544.67 20,683.89
Other liabilities 1,679.21 1,004.73
2,87,358.94 2,89,071.98

SCHEDULE 13 : PROVISIONS
Taxation 12,824.96 10,380.28
Proposed dividend 1,274.92 1,124.92
Gratuity 121.09 28.11
Leave encashment 203.35 109.51
14,424.32 11,642.82

SCHEDULE 14 : MISCELLANEOUS EXPENDITURE

(to the extent not written off or adjusted)
Share Issue Expenses 22.08 24.48
Less : Adjusted/written off 3.60 2.40
18.48 22.08

48
SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR
ENDED ON 31ST MARCH, 2009 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
SCHEDULE 15 : SALES AND OTHER INCOME
Sales 11,91,439.36 10,90,485.13
Less : Excise duty 2,123.85 2,135.87
11,89,315.51 10,88,349.26
Scrap & Other Sales 2,150.16 1,926.60
Less : Excise duty 7.13 2.91
2,143.03 1,923.69
Export Incentive 9,869.77 6,457.50
Vat/Excise Refund/Remission 2,406.49 5,494.49
Processing charges received (Gross) [TDS Rs. 13.30 lacs
(Previous year Rs.12.83 lacs)] 614.08 546.83
Service charges — 12.08
Income from Power generation (including carbon credit) 2,037.62 255.38
Other operating income (See Note no.17 of Schedule 20) 10,367.02 1,048.25
12,16,753.52 11,04,087.48
Insurance claims received 330.56 353.90
Commission, Discount & Rebates 484.38 87.24
Dividend 49.15 51.52
Profit on sale of investments 640.18 61.35
Profit on sale of assets 90.35 226.74
Lease Rent (Gross) [TDS Rs.18.56 lacs (Previous year Rs.3.61 lacs)] 128.70 15.93
Exchange difference (Net) 996.33 —
Provisions no longer required written back 896.58 512.45
Subsidy from Government 50.00 —
Other Miscellaneous Income 531.58 1,484.85
4,197.81 2,793.98
12,20,951.33 11,06,881.46
SCHEDULE 16 : INCREASE/(DECREASE) IN STOCKS
Finished goods
Opening Stock 73,617.52 46,181.31
Closing Stock 67,677.95 73,617.52
(5,939.57) 27,436.21
Work-in-progress
Opening Stock 3,063.28 2,032.00
Closing Stock 996.03 3,063.28
(2,067.25) 1,031.28
(8,006.82) 28,467.49
SCHEDULE 17 : MATERIAL CONSUMED
a) Raw Material
Opening Stock 1,27,467.26 40,906.36
Add : Purchases 7,05,203.23 8,41,502.28
8,32,670.49 8,82,408.64
Less : Closing Stock 65,567.53 1,27,467.26
7,67,102.96 7,54,941.38
b) Packing Material
Opening Stock 5,558.07 3,850.18
Add : Purchases 29,649.88 23,811.14
35,207.95 27,661.32
Less : Closing Stock 10,412.86 5,558.07
24,795.09 22,103.25
7,91,898.05 7,77,044.63

49
 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)

SCHEDULE 18 : EXPENSES
Processing Charges 71.30 715.10
Power & Fuel (net of recoveries) 16,549.51 14,965.05
Manufacturing Expenses 4,379.19 3,257.63
Consumables 5,361.08 5,932.88
Repairs - Plant & Machinery 6,596.47 3,681.91
Repairs - Buildings 468.26 705.14
Repairs - Others 452.27 521.80
Salary, Wages and Bonus 4,799.43 3,450.31
Contribution to Provident and Other Funds 415.16 262.81
Workmen & Staff Welfare expenses 485.88 225.83
Insurance (net of recoveries) 1,032.80 1,190.38
Rent 2,905.84 2,546.16
Rates & Taxes 661.63 1,493.43
Freight & forwarding (net of recoveries) 24,817.95 23,750.96
Export expenses 3,531.77 3,622.15
Commission and rebate 3,550.08 3,015.67
Advertisement & sales promotion 707.72 950.10
Donation 106.66 18.13
Travelling & Conveyance 1,409.49 1,122.27
[including Rs. 40.35 lacs (Previous year Rs. 59.05 lacs) for Directors]
Provision / write-off of doubtful/ bad debts and advances 203.23 571.35
Provision for diminution in value of Investment 13.61 0.10
Miscellaneous expenses written off 3.60 2.40
Loss on Sales/Fire of Fixed Assets 21.07 5.09
Loss on sale of investments — 5.10
Investment written off 0.10 —
Exchange difference (Net) — 2,301.75
Bank Commission & Charges 2,382.89 2,720.91
Other expenses (Net of recoveries) (See Note no.18 of Schedule 20) 7,449.35 5,706.00
88,376.34 82,740.41

SCHEDULE 19 : INTEREST (NET)

Interest
— Debenture & other fixed loans 7,055.50 4,073.10
— Others 9,359.50 12,089.41
16,415.00 16,162.51
Less : Interest received (Refer Note no. 19 of Schecule 20)
[Tax deducted at source Rs. 2,311.16 lacs (Previous year Rs.1,322.57 lacs)] 10,873.32 5,961.66
5,541.68 10,200.85

50
SCHEDULE ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2009 AND
PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON THAT DATE
SCHEDULE NO. 20 NOTES TO THE ACCOUNTS
1. SIGNIFICANT ACCOUNTING POLICIES
a) FIXED ASSETS/INTANGIBLE ASSETS :
(i) Fixed assets are valued at cost/revalued amount less depreciation. Cost of fixed assets is arrived at after
including therein attributable interest and expenses for bringing the respective assets to working condition
and reducing there from cenvat credit received/ receivable, if any. Fixed assets acquired under Hire Purchase
Scheme are valued at cash price less depreciation. Fixed assets vested on amalgamation are stated at their
fair value based on report of approved valuer less depreciation.
(ii) Intangible assets are measured at cost and amortised over a period for which the assets’ economic benefits
are expected to accrue.
(iii) Expenditure incurred on software acquired is amortised over a period of five years from the date the
expenditure is incurred.
b) DEPRECIATION :
Depreciation is provided on straight line basis at the rates prescribed in Schedule XIV to the Companies Act, 1956.
Depreciation is provided on pro-rata basis with reference to the month of addition/ installation/ disposal of assets,
except for low value items costing Rs. 5000/- or less which are written off fully in the year of purchase.
c) INVENTORIES :
Inventories, other than realisable by-products, are valued at lower of cost and net realisable value. The cost is
arrived at on moving average basis. The cost of manufactured products includes therein direct costs, production
overheads and depreciation. Realisable by products are valued at net realisable value. Cost of trading items
includes therein cost of purchase & other costs of acquisition attributable thereto.
d) RETIREMENT BENEFITS :
(i) Short term employee benefits are recognized as an expense in the profit and loss account of the year in
which service is rendered.
(ii) Contribution to defined contribution schemes such as Provident Fund, Family Pension Fund and
Superannuation Fund are charged to the profit and loss account.
(iii) The Company makes annual contribution to Employees Group Gratuity cum Life Assurance Scheme for
qualifying employees and the same is recognized as expenses in the profit & loss account. Additional
liability, if any in respect of gratuity and liability in respect of leave encashment are recognised on the basis
of valuation done by an independent actuary applying Project Unit Credit Method. The actuarial gain/loss
arising during the year is recognized in the profit and loss account of the year.
e) INVESTMENTS :
Long term investments are valued at cost. Provision is made for diminution in the value of investments where in
the opinion of the Board of Directors such diminution is not temporary. Current investments are valued at lower
of cost and fair value.
f) EXPENSES INCURRED FOR ISSUE OF SHARES, DEBENTURES AND OTHER MISCELLANEOUS EXPENSES :
Preliminary expenses, pre-operative expenses, share issue expenses incurred prior to 1st April, 2003 are written
off over a period of 10 years. Share issue expenses incurred after 1st April, 2003 are either charged to profit & loss
account or securities premium account. Expenses pertaining to issue of debentures are charged to profit & loss
account in the year in which they are incurred.
g) PREMIUM ON REDEMPTION OF DEBENTURES :
Premium payable, if any, on redemption of debentures is spread over the life of debentures.

51
 h) FOREIGN EXCHANGE TRANSACTIONS :
(i) Transactions in foreign currency are accounted at the exchange spot rate prevailing on the date of the
transaction. Year end receivables and payables are translated at year end rate of exchange. The difference
on account of fluctuation in the rate of exchange is recognised in the profit and loss account. In case of
sales and purchases the same is included under the respective heads.
(ii) In case of forward exchange contracts, premium/discount arising at the inception of the contracts is spread
over the life of the contracts. Exchange fluctuation on such contracts is recognized in the profit & loss
account in the year in which there is a change in exchange rates. Forward Contracts outstanding at the year
end are converted at the year end rate.
i) BORROWING COSTS :
Interest and other costs in connection with the borrowing of the funds to the extent related / attributed to the
acquisition/construction of qualifying fixed assets are capitalised up to the date when such assets are ready for
their intended use. Other borrowing costs are charged to the profit & loss account.
j) DEFERRED TAX :
Deferred tax is accounted for by computing the tax effect of timing differences which arise in a year and reverse
in subsequent periods.
k) IMPAIRMENT OF ASSETS :
An impairment loss is recognized in the profit & loss account whenever the carrying amount of an asset or a cash
generating unit exceeds its recoverable amount. The recoverable amount is estimated as the higher of its net
selling price and its value in use. The carrying amounts are reviewed at each balance sheet date to determine
whether there is any impairment.
l) EXPORT INCENTIVES :
Export incentives, to which the Company is entitled to based on exports during the year, are recognised as
income in the year of exports.
m) EMPLOYEE STOCK OPTIONS :
Stock options granted to employees under the employees’ stock option scheme are accounted as per the SEBI
(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999 and the ‘Guidance
Note on Share Based Payments’ issued by the ICAI. Accordingly, the excess of market price of the shares as on the
date of grant of options over the exercise price is recognised as deferred employee compensation and is charged
to profit and loss account on straight-line basis over the vesting period.
The number of options expected to vest is based on the best available estimate and are revised, if necessary,
if subsequent information indicates that the number of stock options expected to vest differs from previous estimates.
2. CONTINGENT LIABILITIES NOT PROVIDED FOR
2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
(a) Claims against the Company not acknowledged as debts 581.68 105.00
(b) Outstanding bank guarantees 1,920.06 2,453.49
(c) Outstanding Letters of Credit 990.46 —
(d) Outstanding corporate guarantees given on behalf of subsidiary 15,221.27 12,340.51
(e) Income tax/Sales tax/Excise/Octroi/Custom duty/ESIC/
Electricity Duty/demands disputed 14,850.58 13,089.98
(f) Bills discounted 27,000.43 25,090.19
(g) Estimated amount of contracts remaining to be executed
on capital account. (Net of advances) 5,725.30 5,538.08

52
 (h) In an earlier year, vide agreements dated 24th November, 2006 and 18th January, 2007, the Company acquired
land, buildings and plant and machinery at Baran (Rajasthan) and Guna (M.P.) respectively. The assets acquired
were subject to charges created by the seller in favour of Consortium Banks. One of the Consortium Banks has
not accepted the Scheme of Arrangement approved in the case of seller by the Hon’ble Madhya Pradesh High
Court and has filed a Special Leave Petition before the Hon’ble Supreme Court, which is pending. The conveyance
deed of purchase of plants was executed by the seller in favour of the Company after the consortium leader bank
vacated the charge on seller's assets and satisfaction of the charge was registered by the Registrar of Companies,
Madhya Pradesh, Gwalior. The seller has set aside funds by way of a fixed deposit in respect of amount due to the
said Consortium Bank. The additional liability, if any, that may arise on account of the above, however, cannot be
ascertained at this stage.
(i) In an earlier year, the Company had acquired land at Chikhalikhar Alibag, Maharashtra. In view of failure to set up
the industry within the prescribed time limits in terms of section 63(1) of Maharashtra Land Revenue and Tenancy
Act, 1948, the Development Commissioner, Mumbai & the Deputy Regional Officer, Alibag have passed an order
for returning the said land to original farmers from whom the land was bought. The Company has filed an appeal
before the Collector, Alibag which is pending. Financial impact of the above, if any, is not ascertainable at this stage.
3. Managerial Remuneration under section 198 of the Companies Act, 1956 :
2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
(i) Remuneration paid or provided to the Chairman :
Commission 29.15 50.00
(ii) Remuneration paid or provided to the Managing Director :
(a) Salary 97.40 91.40
(b) Perquisites in cash or in kind 25.43 28.29
(iii) Remuneration paid to or provided to whole time Directors :
(a) Salary and allowances 24.74 17.77
(b) Perquisites in cash or in kind 5.10 4.68
(c) Contribution to Provident & Other Fund 1.17 0.85
(1) The above does not include reimbursement of expenses incurred for the Company.
(2) The amount shown above at (iii) includes remuneration amounting to Rs.5.00 lacs (Previous year Rs. 3.07 lacs)
paid to two directors, which is subject to approval of shareholders.
(iv) Computation of profits under section 198 and 349 of the Companies Act, 1956 :
2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
Net Profit before tax as per Profit & Loss A/c. 15,075.02 25,374.15
Add : (a) Managerial Remuneration 182.99 192.99
(b) Sitting fees to Directors 0.80 0.66
(c) Loss on sale of assets 21.07 5.09
(d) Loss on Sale/Write off of Investment 0.10 5.10
(e) Provision for diminution in value of investments 13.61 0.10
(f) Wealth Tax 8.15 6.67
Less : (a) Profit on sale of assets 90.35 226.74
(b) Profit on sale of investments 640.18 61.35
Profit for the purpose of computation of commission 14,571.21 25,296.67
Commission at the rate of 0.2% (Previous year 0.2%)
subject to limit of Rs. 50 Lacs 29.15 50.00
4. Salaries, shown in Schedule 18 include remuneration amounting to Rs. 16.07 lacs paid to a relative of the Managing
Director, which is subject to approval under section 314 (1B) by the Central Government, for which necessary application
has been made.

53
5. Pursuant to Schemes under section 391/394, approved by the Hon’ble High Courts of Bombay & Delhi in an earlier
year, 76,30,115 equity shares of the Company are held by a Trust for the benefit of the Company and its successors.
These shares have been shown under the head ‘investments’ and included in Schedule 6 relating to investments at cost
in accordance with the accounting policy of the Company. The dividend received by the Trust in respect of these shares
is included under the head ‘dividend’ under ‘other income’ in Schedule 15.
6. EMPLOYEES STOCK OPTIONS
(a) The Compensation Committee of the Board hereafter referred to as ‘The Committee’ approved the “Employee Stock
Option Scheme - 2007” at its meeting held on 28th November, 2007.
(b) The shareholders of the Company at their EGM held on 28th November, 2007 passed Special Resolutions under
Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 and approved grant of up to 54,71,000 options to eligible directors and employees of the Company
and its subsidiary Ruchi Worldwide Limited. Each option entitled the eligible employees / directors to subscribe for
one equity share of face value of Rs.2/- each at a premium of Rs. 75.50 per share.
(c) On 1st April, 2008, the Committee granted 12,37,000 options at a price of Rs.77.50. These options were to vest
as follows:
Date of vesting Proportion of vesting
April 1, 2009 20%
April 1, 2010 30%
April 1, 2011 50%
(d) The holders of the employee stock options are entitled to equity shares within a period of three years from the date
of first vesting i.e. till 31st March, 2012. Options that have vested but have not been exercised can be exercised
within the time prescribed as mentioned above, failing which they would stand cancelled.In the case of termination
of employment, all options, vested or not, would stand cancelled immediately. In case of voluntary resignation all
un-vested options will lapse. However, the resigning employees may exercise the vested option concurrently with
the resignation, beyond which such options will lapse. In the event of death of Employee, Retirement or the
Employee becoming totally and permanently disabled, all vested options can be exercised during the original term
of the option. All unvested options will vest immediately and full term will be available for exercising the options.
(e) The movement in the stock options during the year ended March 31, 2009 was as per the table below:
Particulars Year ended as at March 31, 2009
Opening balance of options outstanding Nil
Granted during the year 12,37,000
Closing balance of options outstanding 12,37,000
Exercisable at the end of the year (Included in closing balance of options outstanding) 2,47,400
(f) The Committee, vide resolution passed at its meeting held on 16th June, 2009, has revised the exercise price of such
options from Rs.77.50 to Rs.35.00 per option in accordance with the provisions of the said Guidelines.
7. Sundry creditors include bills payable for purchase of material Rs.3,546.70 lacs (Previous year Rs. 50,397.54 lacs).
8. Amount due to Micro, Small and Medium Enterprises (to the extent identified by the Company on the basis of information
available) along with interest payable under the Interest on delayed payments to Micro, Small and Medium Enterprises
Development Act, 2006 is Rs. 127.04 lacs (Previous year Rs. 73.42 lacs) including interest of Rs. 2.16 lacs
(Previous year Rs.1.92 lacs).
9. Sundry Creditors shown in Schedule 12 includes amount due to Micro, Small and Medium Enterprises (to the extent
identified by the Company on the basis of information available) which is outstanding for more than 30 days as at
31st March, 2009 as under:-
2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
Canara Packaging Industries 0.19 —
Canara Paper Containers 0.50 —
Mysore Packaging 1.91 —
Peninsular Pack 5.73 —
Harison Packaging Pvt. Ltd. 1.76 —
Unipack 3.85 —
Tulsi Ratan Plastic Pvt. Ltd. 9.58 —
Saam Packaging 0.06 —
Jurgyan Industries 1.24 —
Royal Kniting Promoters 0.18 0.19
Gensis Automation Pvt. Ltd. 0.03 0.16
Manjushree Extrusions 0.02 —

54
10. During the year, the Company has availed buyers' credit. The amount of Rs. 80,700.78 lacs (Previous year Rs. 37,224.45 lacs)
outstanding on account of buyers' credit as at 31st March, 2009, is guaranteed by the banks against fixed deposits of
Rs. 80,603.00 lacs (previous year Rs. 35,107.00 lacs) placed with them. In the balance sheet, the said amount of
Rs. 80,700.78 lacs (Previous year Rs. 37,224.45 lacs) has been included under unsecured loans from banks in Schedule No. 4
and the aforesaid fixed deposits are included under bank balances with schedule banks in deposit account in Schedule No. 9.
11. The balance with Non Scheduled Banks comprises balance in deposit account with Jila Sahakari Kendriya Bank Maryadit
Rs. 0.11 lac (Previous year Rs. 0.11 lac) [Maximum balance at any time during the year Rs. 0.11 lac].
12. During the year, the Company entered into Agreement with a bank under which it undertook to disburse loans to
farmers against amounts receivable by them from the Company towards purchases made by the Company. The Company
made purchases from farmers and obtained re-imbursement (outstanding as on 31st March, 2009 Rs. 4,193.32 lacs)
towards payments made to farmers against such purchases. The Company is bearing the interest on this amount and
has assured the Bank the repayment by giving post-dated cheques.The said amount has been included in Schedule 12
as current liabilities.
13. From the current year, items of fixed assets, costing Rs 5,000/- or less have been written off fully in the year of purchase.
Hitherto these were written off on pro rata basis with reference to the month of additions. This change in the method of
accounting has no material impact on the profit for the year.
14. From the current year, with effect from 1st July, 2008, following implementation of SAP transaction system, inventories
are valued at lower of cost arrived at on Moving Average Price (MAP) method or net realisable value. Hitherto cost was
arrived at on First in First out (FIFO) method. The impact of the change in method of stock valuation on the profit for the
year is, however, not determinable.
15. During the year, the Company has changed the method of accounting in respect of year end receivable/payables in
case of transactions covered by forward exchange contracts. Hitherto year end receivables/payables in cases of transaction
covered by forward exchange contracts were translated at contracted rates and difference between spot rate at the date
of transaction and contracted rate was being spread over the life of the contract. From the current year, year end
receivables/payables are translated at the year end rates. The premium/discount arising at the inception of the contract
is spread over the life of the contract. The exchange variation, if any, is accounted in the year in which exchange rate
changes. This change has no impact on the profit for the year.
16. Purchases are net of Rs.15,841.42 lacs (Previous year net of Rs. 1,913.77 lacs) and sales are net of Rs.2,156.39 lacs (Previous
year net of Rs. 1,514.89 lacs) respectively towards difference arising on account of fluctuation in the rate of exchange.
17. Other operating income includes the following:
Gain from transactions on commodity exchange Rs.3,744.92 lacs (Previous year Rs. 907.73 lacs)
18. Other expenses included the following:
Loss from Swaps/Derivatives Rs.472.83 lacs (Previous year Rs. 38.49 lacs)
19. The Company has consistently followed the practice of netting the interest earned by it against interest paid.
The aggregate interest earned and expended is set out in Schedule 19.
20. Fixed assets include assets having written down value of Rs. 765.34 lacs (Previous year Rs. 743.59 lacs) representing
plant & machinery & equipment which are not wholly used. The Company is in the process of finding alternate use of
such assets or their ultimate disposal.
21. Expenditure incurred during construction period has been dealt with as under:
2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
Power & fuel 23.32 22.17
Salaries & wages 35.34 11.72
Staff welfare 2.79 0.37
Travelling & Conveyance expenses 15.07 1.50
Rent 1.41 0.07
Freight & Forwarding 26.70 2.46
Rates & Taxes 15.46 0.18
Repair & Maintenance 208.99 1.12
Consumables 0.05 0.04
Insurance Charges 10.80 —
Manufacturing Expenses 3.61 —
Other expenses 135.62 33.88
479.16 73.51
Less : Allocated to buildings and plant & machinery and capitalised 254.13 72.15
Balance pending allocation to be capitalised 225.03 1.36

55
22. Disclosures as required under Accounting Standard 15 (AS-15) relating to Employee Benefits (Revised 2005) are as under:
2008-09 2007-08
Gratuity Leave Encashment Gratuity Leave Encashment
(Rs. in lacs) (Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
Change in obligation
Obligation at the beginning of the year 262.63 109.53 203.96 81.34
Service cost 37.65 120.53 28.33 57.37
Interest Cost 23.48 — 17.79 —
Actuarial (Gains)/Losses 66.43 — 32.47 —
Benefits payments (13.62) (26.69) (19.92) (29.20)
Obligations at the end of the year 376.57 203.35 262.63 109.51
Change in the fair value of plan assets
Fair value of plan assets at the beginning of the year 234.52 — 198.51 —
Expected return on plan assets 19.26 — 18.05 —
Contributions 13.06 — 37.11 —
Benefits paid (13.62) — (19.92) —
Actuarial (Gains)/Losses 2.26 — 0.77 —
Fair value of plan assets at the end of the year 255.48 — 234.52 —
Amount recognized in balance sheet
Present value of defined benefit obligation
at the end of the year 376.57 — 262.63 —
Fair value of plan assets at the end of the year 255.48 — 234.52 —
Liability recognized in balance sheet 121.09 — 28.11 —
Balance sheet reconciliation
Net liability at the beginning of the year 28.11 109.51 5.46 81.34
Expenses recognized during the year 106.04 120.53 59.76 57.37
Contributions during the year (13.06) (26.69) (37.11) (29.20)
Net liability as at the end of the year 121.09 203.35 28.11 109.51
Amounts recognized in the profit and loss account
Current service cost 37.65 120.53 28.33 57.37
Interest cost 23.48 — 17.79 —
Expected return on plan assets for the year (19.26) — (18.05) —
Actuarial (Gains)/Losses 64.17 — 31.69 —
Expenditure recognized in the profit and loss account 106.04 120.53 59.76 57.37
Actual return on plan assets
Expected return on plan assets for the year 19.26 — 18.05 —
Actuarial (Gains)/Losses 2.26 — 0.78 —
Actual return on plan assets 21.52 — 18.83 —
Percentage of each category of plan assets
to fair value of plan assets
Insurer managed funds 255.48 — 234.52 —
Actuarial assumptions
Discount Rate Current 8.00% 8.00% 8.00% 8.00%
Salary escalation Current 6.00% 6.00% 6.00% 6.00%
Rate of return on plan assets Current 8.00% — 8.00% —
Other disclosures
Gratuity is payable to all employees at the rate of 15 days salary for each completed year of service subject to a
maximum of Rs. 3.50 lacs.
Salary escalation is considered in line with the industry practice considering promotion and demand and supply of the
employees.

56
23. In respect of certain advances included under inter-corporate deposits, the Company has charged interest on advances
given on net daily products of balances due from/payable to these companies during the year. The Company has been
advised that this is in compliance with the provisions of Section 372A of the Companies Act, 1956.
2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
24. Remuneration to the Statutory auditors :
(a) For audit [incl. service tax Rs.1.85 lacs (Previous year Rs. 2.22 lacs)] 19.85 20.22
(b) For tax audit [Incl. service tax Rs.0.87 lacs (Previous year Rs. 0.62 lacs)] 7.87 5.62
(c) For Company law matters and other services [incl. service tax Rs.0.52 lacs
(Previous year Rs. 1.70 lacs)] 7.39 15.46
(d) Travelling and other out of pocket expenses 3.89 4.06
25. Remuneration to Cost Auditors:
For Cost audit [Incl. service tax Rs. 0.18 lac (Previous year Rs.0.20 lac)] 1.93 1.80
26. (a) DETAILS OF RAW MATERIAL CONSUMED:
2008 – 2009 2007– 2008
ITEM Qty (M.T.) Value Qty. (M.T.) Value
(Rs. in lacs) (Rs. in lacs)
Soya DOC/Floor (see Note i below) 3,308.524 243.17 372.515 28.70
Seeds (see Notes i & ii below) 13,64,783.690 2,71,859.95 16,52,700.815 2,82,382.77
Oil Cake (see Note i below) 19,859.117 2,233.00 48,482.444 3,595.34
Oils (see Notes i & ii below) 11,87,372.174 4,79,593.83 10,24,472.970 4,54,967.91
Others — 528.45 — 220.62
Notes:
i) Excludes following out of own production:
Soya DOC/Flour 86,655.246 M.T. (Previous year 87,889.364 M.T.)
Oils 3,23,205.321 M.T. (Previous year 4,14,536.755 M.T.)
Seeds 1,16,008.522 M.T. (Previous year 2,11,970.627 M.T.)
Oil Cake 10,562.550 M.T. (Previous year 11,991.969 M.T.)
ii) Net of following quantities sold :
Seeds 48,034.129 M.T. (Previous year 35,828.177 M.T.)
Oils 1,656.000 M.T. (Previous year 13,950.970 M.T.)
iii) Value of imported and indigenous raw material consumed & percentage thereof to total consumption.
2008-09 2007-08
Value % to the total Value % to the total
(Rs. in lacs) consumption (Rs. in lacs) consumption
Imported 4,27,171.01 55.69 3,96,466.60 52.52
Indigenous 3,39,931.95 44.31 3,58,474.78 47.48
(b) DETAILS OF PACKING MATERIAL CONSUMED:
2008-09 2007-08
Value % to the total Value % to the total
(Rs. in lacs) consumption (Rs. in lacs) consumption
Imported 6,44.00 2.60 347.10 1.57
Indigenous 24,151.09 97.40 21,756.15 98.43

57
 (c) DETAILS OF STORES & SPARES CONSUMED :
2008-09 2007-08
Value % to the total Value % to the total
(Rs. in lacs) consumption (Rs. in lacs) consumption
Imported 370.81 1.62 115.57 1.58
Indigenous 22,460.34 98.38 7,207.86 98.42
Note : Including Rs. 21,235.23 lacs (Previous year Rs. 4,328.02 lacs) capitalised.
(d) DETAILS OF PURCHASES (Items traded in)
2008-09 2007-08
Qty. (M.T.) Value Qty. (M.T.) Value
(Rs. in lacs) (Rs. in lacs)
Textured Soya Proteins/Flour 281.350 132.85 334.440 108.28
Realisable by product 296.350 91.01 2,226.549 687.74
Seed Extractions(DOC) 3,03,531.478 55,294.40 4,00,472.697 54,608.92
Oil 5,05,757.391 2,02,037.33 4,41,296.701 1,59,962.33
Vanaspati 11,179.726 5,323.67 7,798.378 4,060.20
Pulses/Grains/Others 253,162.029 38,080.48 1,04,287.378 12,743.71
Fruit Juice 219.275 86.80 100.562 36.60
Fresh Fruits Bunch 248.814 14.43 1,263.444 62.93
Seedling (in Number of Units) — — 27,798 3.47
Plant & Machinery (Equipment) — 4.61 — 241.74

Note : The consumption figures shown above have been ascertained on the basis of opening stock plus purchases, less
closing stocks. Therefore, it is inclusive of shortages as ascertained on physical count and unusable items, if any.
27. DETAILS OF LICENSED AND INSTALLED CAPACITY, PRODUCTION, SALES AND STOCKS
2008-09 2007-08
Qty. (M.T.) Qty. (M.T.)
a) LICENSED CAPACITY
See Note (ii) below
b) INSTALLED CAPACITY
(On three shift basis)
Textured Soya Proteins 1,52,000 1,52,000
Edible Soya Flour (Soya Protein) 60,000 60,000
Soyabean Extraction 30,62,724 23,12,424
Oils (including lecithin) 22,11,000 21,21,000
Vanaspati 4,69,500 4,69,500
Power Generation (in MW) 34.80 30.30
c) PRODUCTION
Textured Soya Proteins/Flour 82,428.221 85,669.843
Realisable by-products (See Note (i) below) 98,685.553 75,692.952
Seed Extractions (DOC) (See Note (i) below) 11,58,269.569 14,11,743.723
Oils (See Note (i) below) 14,63,813.293 15,24,770.710
Vanaspati 2,10,114.842 1,52,754.861
Power Generation (in Number of Units) 6,97,06,034 2,08,10,157
Seedling (in Number of Units) 3,74,125 57,596

58
 2008-09 2007-08
Qty. (M.T.) Value Qty. (M.T.) Value
(Rs. in lacs) (Rs. in lacs)
d) SALES
Textured Soya Proteins/Flour 72,123.493 19,811.75 78,076.313 16,144.03
Realisable by-products (See Note (i) below) 97,928.406 15,899.65 78,251.123 15,910.53
Seed Extractions (DOC) (See Note (i) below) 15,29,150.335 2,51,820.82 17,99,173.220 2,29,774.38
Oils (See Note (i) below) 19,20,712.797 7,50,425.31 19,49,113.559 7,21,349.13
Vanaspati 2,15,557.107 96,848.57 1,53,359.790 78,732.36
Pulses/Grains/Others 2,72,735.220 40,839.62 95,074.321 12,893.93
Raw materials 49,690.129 13,345.59 49,779.147 13,116.82
Fruit Juice 302.373 100.53 17.464 8.36
Fresh Fruits Bunch 248.814 14.43 1,263.444 62.87
Seedling (in Number of Units) 2,37,727 200.86 82,273 38.87
Plant & Machinery (Equipment) — 8.38 — 317.96
e) STOCK (Opening)
Textured Soya Proteins/Flour 2,704.640 564.73 2,307.450 427.40
Realisable by-products 7660.784 2,060.38 8,035.897 1,716.77
Seed Extractions (DOC) 1,05,229.580 12,405.52 84,655.600 8,607.37
Oils 94,330.857 49,758.56 77,377.005 32,397.82
Vanaspati 12,402.968 6,989.44 5,166.034 2,468.85
Pulses/Grains/Others 14,018.122 1,808.12 4,805.059 563.10
Fruit Juice 83.098 30.26 — —
Seedling (in Number of units) 3,121 0.51 — —
f) STOCK (Closing)
Textured Soya Proteins/flour 5,571.663 1,490.21 2,704.640 564.73
Realisable by-product 8,714.281 1,565.39 7,704.275 2,060.38
Seed Extractions (DOC) 45,599.346 8,332.89 1,05,229.580 12,405.52
Oils 1,43,188.743 49,353.05 94,330.857 49,758.56
Vanaspati 18,140.430 6,460.23 12,359.483 6,989.44
Pulses/Grains/Others 1,223.982 414.42 14,018.116 1,808.12
Fruit Juice — — 83.098 30.26
Seedling (in Number of Units) 1,39,519 61.76 3,121 0.51
Notes:
(i) Quantities of production & sales include the following used for captive consumption:
Seed Extractions (DOC) 86,655.246 M.T. (Previous year 87,889.364 M.T.)
Oils 3,23,205.321 M.T. (Previous year 4,14,536.755 M.T.)
By-Products 1,293.697 M.T. (Previous year 1,487.143 M.T.)
Oil Cake 10,562.550 M.T. (Previous year 11,991.969 M.T.)
(ii) Being de-licensed, there is no licensed capacity for any of the products. Installed capacities shown under (b)
above are as per registrations with Secretariat for Industrial Assistance.
(iii) Installed capacity is as certified by the management and relied by the auditors, being a technical matter.
(iv) Production is exclusive of quantities produced for others on job work basis but includes following items being
production done by others for the Company :
ITEM 2008-09 2007-08
Qty. (M.T.) Qty. (M.T.)
Oils 31,031.758 12,149.192
Seed Extraction (DOC) — 50,275.113
(v) Sale includes samples and transit losses but does not include abnormal losses.
(vi) Pulses/Grains/Others include Gram, Wheat, Maize, Gwarseed, Coffee, Soap, Tuar, Barley, Peas, Coal & Soya seed.

59
 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
28. (a) Value of imports on CIF basis :
Capital Goods 22.36 284.34
(b) Expenditure in foreign currency (on CIF basis) :
Purchase of Oil 3,80,731.23 3,06,074.34
Purchases for merchandise exports 63,912.57 48,283.59
Purchase of Consumables/ packing materials 654.16 561.13
Foreign Travel 41.59 55.80
Commission and rebate 54.20 46.96
Interest on fixed loans 1,285.44 175.06
Interest on other loans 3,679.40 2,429.24
Freight & forwarding 473.02 —
Other expenses 33.02 135.90
(c) Net dividend remitted in foreign currency :
For F.Y. 2007-2008
Number of Preference Share Holders 3 —
Number of Shares held by them 45,24,285 —
Amount 180.97 —
Number of Equity Share Holders 10 —
Number of Shares held by them 2,24,36,435 —
Amount 112.18 —
(d) Earning in foreign exchange :
i) Export of goods on FOB basis 1,69,290.43 1,36,124.56
ii) Merchandise trade on FOB basis 64,890.30 48,518.46
29. Prior period income/expenses included under respective heads is as under :
2008-09 2007-08
Expenditure (Rs. in lacs) (Rs. in lacs)
Repair & Maintenance 0.47 45.66
Rent 7.30 21.27
Brokerage — 3.44
Freight 105.69 33.03
Interest — 0.61
Insurance 2.36 8.62
Wages — 1.20
Stores Consumption — 19.14
Sundry Packing Material — 0.89
Rates & Taxes 14.54 53.56
Other expenses 146.06 16.83
Depreciation — (1.52)
Income
Power & Fuel — 264.76
Insurance claim received 19.60 0.07
Other Income 0.43 24.08
30. (a) Segment information required to be disclosed in accordance with Accounting Standard 17 (AS-17) relating to
Segment Reporting is given in Para (c) below.
(b) (i) The Company has disclosed business segment as the primary segment. Segments have been identified
taking into account the type of products, the differing risks and returns and the internal reporting system.
The various segments identified by the Company comprise as under:
Extractions – All types of seed extractions
Vanaspati – Vanaspati
Oils – Crude oils, refined oils
Food Products – Textured soya protein, soya flour, fruit juice, soya milk
Others – Gram, Wheat, Rice, Maize, Seeds, Coffee, Marine Products, Tuar, Peas, Barley, Soap,
Fresh Fruit Bunch, seedling and Plant & Machinery (Equipment)
By products related to each segment have been included under the respective segment.

60
 (ii) Extraction is considered as the primary product resulting from the solvent extraction process and crude oil
as the secondary product. While computing segment results, all costs related to solvent extraction process
are charged to the extraction segment and recovery on account of crude oil is credited to the said segment.
Credit for recovery of crude oil is taken on the basis of average monthly market price.
(iii) The Company has disclosed geographical segments as the secondary segment. Secondary segments comprise
of domestic market & exports.
(iv) Segment revenue, segment results, segment assets and segment liabilities include respective amounts directly
identified with the segment and also an allocation on reasonable basis of amounts not directly identified.
The expenses which are not directly relatable to the business segment are shown as unallocated corporate
cost. Assets and liabilities that can not be allocated between the segments are shown as unallocated corporate
assets and liabilities respectively.
(v) The Company has re-classified the segments and has included its products, viz. texturised soya protein,
soya flour, fruit juice, soya milk, into a new segment 'Food Products'. Segmentwise revenue, results and
capital employed for the preceding financial year have accordingly been re-grouped.
(c) Segment Information:
(Rs. in lacs)
Extractions Vanaspati Oils Food Products Others Unallocable Total

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

External Revenue
Domestic Sales 86,722.26 58,218.12 96,755.76 92,662.61 7,71,774.78 7,35,735.80 15,509.64 15,978.85 14,249.20 18,523.26 49.15 51.53 9,85,060.79 9,21,170.17
Export Sales 1,82,035.96 1,79,668.61 24.97 — 9,478.99 2,117.14 4,878.35 243.39 39,472.27 3,682.14 — — 2,35,890.54 1,85,711.28
Total External Revenue 2,68,758.22 2,37,886.73 96,780.73 92,662.61 7,81,253.77 7,37,852.94 20,387.99 16,222.24 53,721.47 22,205.40 49.15 51.53 12,20,951.33 11,06,881.46
Add: Intersegment Sales 1,21,008.46 1,40,404.94 — — 65,579.91 59,782.66 — — — — — — 1,86,588.37 2,00,187.59
Total Segment Revenue 3,89,766.68 3,78,291.67 96,780.73 92,662.61 8,46,833.69 7,97,635.60 20,387.99 16,222.24 53,721.47 22,205.40 49.15 51.53 14,07,539.70 13,07,069.05
Segment Results before
Interest & Tax 6,803.88 10,310.97 1,047.28 1,928.75 11,105.86 20,879.55 1,227.42 812.25 383.11 1,591.95 49.15 51.53 20,616.70 35,575.00
Less: Interest 5,541.68 10,200.85
Profit before taxation 15,075.02 25,374.15
Provision for taxation
Current tax 1,750.00 5,436.00
Deferred tax 3,300.00 3,000.01
Fringe Benefit tax 180.00 175.00
Short/(Excess) provision
for tax for earlier years 516.84 840.39
Profit after tax 9,328.18 15,922.75
SEGMENT ASSETS 76,488.29 1,43,744.41 26,869.00 33,054.29 3,12,784.96 2,79,496.58 4,139.11 6,248.77 15,047.98 18,569.84 1,46,491.00 78,681.71 5,81,820.34 5,59,795.60
SEGMENT LIABILITIES 19,086.18 76,151.79 7,158.58 20,239.84 2,12,256.74 1,86,978.97 473.33 394.64 4.24 2,108.64 49,979.23 4,460.64 2,88,958.30 2,90,334.52
Total cost incurred during the
year to acquire segment assets 20,195.21 1,848.09 492.90 432.78 4,972.93 3,466.23 111.72 487.78 2,891.07 11,864.43 1,254.96 1,846.22 29,918.80 19,945.53
Segment Depreciation 2,280.11 2,174.00 1,296.27 907.32 3,468.17 3,548.14 62.21 30.21 764.43 309.83 704.74 503.49 8,575.93 7,472.99
Non-Cash expenses other
than depreciation 0.76 0.50 0.29 0.20 2.33 1.61 0.06 0.04 0.16 0.05 — — 3.60 2.40
Unallocable segment assets are as follows:
Investments 8,178.24 8,191.69
Advance Income Tax including TDS 15,885.10 9,526.02
Unallocable segment liabilities are as follows:
Secured Loan 69,787.09 69,851.07
Deferred Tax liabilities 13,478.15 10,178.15
Unsecured loan 1,02,297.38 86,106.84
Provision for taxation 12,824.96 10,380.28

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

61
b) Related party relationships
i) Parties where control exists
Ruchi Worldwide Ltd. (Subsidiary)
RIFL Energy Pvt. Ltd.
Ruchi Infrastructure Ltd.
ii) Key Management Personnel & their relatives
Mr. Dinesh Shahra, Managing Director
Mrs. Abhadevi Shahra, wife of the Managing Director
Ms. Amrita Shahra, Daughter of the Managing Director
Mr. Sarvesh Shahra Son of the Managing Director
Mr. Kailash Shahra, Brother of the Managing Director
Mr. Suresh Shahra, Brother of the Managing Director
Mr. Santosh Shahra, Brother of the Managing Director
Mr. A.B. Rao, Wholetime Director
Mr. S.P. Joshi, Wholetime Director (till - 27th July, 2009)
iii) Entities where Key Management Personnel or relatives of
Key Management Personnel have significant influence
Mahadeo Shahra & Sons
Mahadeo Shahra Sukrat Trust
Great Eastern Infrastructure Corporation Pvt. Ltd.
Ruchi Corporation Ltd.
Ruchi Bio Fuels Pvt. Ltd.
Ruchi Multitrade Pvt. Ltd.
Ruchi Realty Pvt. Ltd.
Indivar Wellness Pvt. Ltd.
Shahra Brothers Pvt. Ltd.
Sunshine Oleochem Ltd.
RSIL Beneficiary Trust
Soyumm Marketing Pvt. Ltd.
Nirvana Housing Pvt. Ltd.
Bright Star Housing Pvt. Ltd.
Evershine Oleochem Pvt. Ltd. (Formerly -RSIL Holding Pvt. Ltd.)
Ruchi Marktrade Pvt. Ltd.
Shiva Foundation (Trust)
c) Related parties transactions
(Previous year's figures are mentioned below current year's figures) (Rs. in lacs)
Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over Total
Personnel Management which KMP &
(KMP) Personnel their relatives
exercise significant
influence
Purchase of Goods
Ruchi Worldwide Ltd. 46,534.13 46,534.13
50,724.20 50,724.20
Ruchi Infrastructure Ltd. 15,605.40 15,605.40
7,426.38 7,426.38
Mahadeo Shahra & Sons 3,965.52 3,965.52
111.34 111.34
Ruchi Bio Fuels Pvt. Ltd. 1,251.47 1,251.47
— —
Ruchi Realty Pvt. Ltd. 6.09 6.09
— —
Sunshine Oleochem Ltd. 710.79 710.79
781.41 781.41
Total 46,534.13 15,605.40 5,933.87 68,073.40
50,724.20 7,426.38 892.75 59,043.33

62
(Previous year's figures are mentioned below current year's figures) (Rs. in lacs)
Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over Total
Personnel Management which KMP &
(KMP) Personnel their relatives
exercise significant
influence
Sale of goods
Ruchi Worldwide Ltd.

Ruchi Infrastructure Ltd. 33,394.37 33,394.37

30,054.06 30,054.06
Mahadeo Shahra Sukrat Trust — —
0.79 0.79
Sunshine Oleochem Ltd. 2,657.53 2,657.53
2,934.85 2,934.85
Total 33,394.37 2,657.53 36,051.90
30,054.06 2,935.64 32,989.70
Processing charges
received/receivable
Ruchi Infrastructure Ltd. 0.62 0.62
186.01 186.01
Storage charges paid
Ruchi Infrastructure Ltd. 712.50 712.50
804.08 804.08
Port hire charges paid
Ruchi Infrastructure Ltd. 414.03 414.03
452.93 452.93
Guarantees given
Ruchi Worldwide Ltd. 15,221.27 15,221.27
12,340.51 12,340.51
Remuneration including
perquisities
Mr. Dinesh Shahra 122.83 122.83
119.69 119.69
Ms. Amrita Shahra 39.93 39.93
32.09 32.09
Mr. Sarvesh Shahra 21.35 21.35
15.34 15.34
Mr. A.B. Rao 18.26 18.26
14.31 14.31
Mr. S.P. Joshi 12.75 12.75
8.99 8.99
Mr. Kailash Shahra 29.15 29.15
50.00 50.00
Total 153.84 90.43 244.27
142.99 97.53 240.42
Sitting fees paid
Mr. Kailash Shahra 0.26 0.26
0.28 0.28

63
(Previous year's figures are mentioned below current year's figures) (Rs. in lacs)
Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over Total
Personnel Management which KMP &
(KMP) Personnel their relatives
exercise significant
influence
Investment in preference shares
Sunshine Oleochem Ltd. — —
500.00 500.00
Others
Sunshine Oleochem Ltd. — —
3.20 3.20
Interest received/receivable (net)
Ruchi Realty Pvt. Ltd. 0.83 0.83
1.10 1.10
Ruchi Marktrade Ltd. 11.21 11.21
8.15 8.15
Soyumm Marketing Pvt. Ltd. — —
87.05 87.05
Ruchi Bio Fuels Pvt. Ltd. — —
0.23 0.23
Rent Paid
Mahadeo Shahra & Sons 0.84 0.84
0.24 0.24
Shahra Brothers Pvt. Ltd. 1.32 1.32
1.32 1.32
Mrs. Abhadevi Shahra 9.00 9.00
1.20 1.20
Shiva Foundation (Trust) 6.21 6.21
— —
Lease rent receivable
Sunshine Oleochem Ltd. 4.20 4.20
3.93 3.93
Donation given
Mahadeo Shahra Sukrat Trust 42.30 42.30
11.30 11.30
Dividend received
RSIL Beneficiary Trust 38.15 38.15
36.62 36.62
Security deposit paid
Shiva Foundation 900.00 900.00
— —
Amount receivable
Ruchi Worldwide Ltd. 19.48 19.48
206.66 206.66
Ruchi Infrastructure Ltd. 1,612.83 1,612.83
2,539.20 2,539.20
Ruchi Marktrade Pvt. Ltd. 29.56 29.56
74.11 74.11

64
 (Previous year's figures are mentioned below current year's figures) (Rs. in lacs)
Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over Total
Personnel Management which KMP &
(KMP) Personnel their relatives
exercise significant
influence
Shiva Foundation 900.00 900.00
— —
RSIL Beneficiary Trust 0.20 0.20
0.20 0.20
Sunshine Oleochem Ltd. 1254.84 1254.84
2208.23 2208.23
Ruchi Realty Pvt. Ltd. — —
15.64 15.64
Soyumm Marketing Pvt. Ltd. — —
68.16 68.16
Ruchi Bio Fuels Pvt. Ltd. — —
850.18 850.18
Mahadeo Shahra & Sons — —
9.21 9.21
Total 19.48 1,612.83 2,184.60 3816.90
206.66 2,539.20 3,225.73 5971.59
Amount Payable
Ruchi Worldwide Ltd. 115.39 115.39
— —
Ruchi Infrastructure Ltd. 45.69 45.69
— —
Shahra Brothers Pvt. Ltd. 7.78 7.78
4.50 4.50
Ruchi Realty Pvt. Ltd. 0.66 0.66
— —
Ruchi Bio Fuels Pvt. Ltd. 20.54 20.54
— —
Shiva Foundation 4.80 4.80
— —
Soyumm Marketing Pvt. Ltd. — —
15.07 15.07
Mahadeo Shahra & Sons 42.08 42.08
— —
Total 115.39 45.69 75.86 236.94
— — 19.57 19.57
Note : Remuneration paid to the Managing Director (Key Management Personnel) excludes expenditure on rent free
accommodation since rent is paid to relative of key management personnel and the same has been disclosed separately.
32. Disclosures pursuant to Clause 32 of the Listing Agreement.
(a) Loans & advance in the nature of loans to subsidiary
Sr. Name of the Company As at 31.03.2009 As at 31.03.2008 Maximum balance
No. (Rs. in lacs) (Rs. in lacs) during the year
(Rs. in lacs)
1. Ruchi Worldwide Ltd. 19.48 — 19.48
(b) Loans & Advance in the nature of loans to associates. Nil
(c) Loans & Advance in the nature of Loans where there is - Nil
(i) No repayment schedule or repayment beyond seven year or
(ii) No interest or interest below section 372 A of Companies Act, 1956.

65
 (d) Loans or Advances in the nature of Loans to firm/companies in which directors are interested.
Sr. Name of the Company As at 31.03.2009
As at 31.03.2008 Maximum balance
No. (Rs. in lacs)(Rs. in lacs) during the year
(Rs. in lacs)
1. Ruchi Strips & Alloys Ltd. — 21.26 421.26
2. Mahakosh Holding Pvt. Ltd. — — 38.45
3. Mahakosh Family Trust 123.17 — 123.17
(e) Investment by the loanee in the shares of the company, when the company has made a loan or advance in the
nature of loan
Sr. Name of the Company No. of shares Amount of Loan
No. as at 31.03.2009 as at 31.3.2009
(Rs. in lacs)
1. Mahakosh Holding Pvt. Ltd. 24,36,906 —
2. Mahakosh Family Trust 88,840 123.17
2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
33. Earnings Per Share:
a) Basic earnings per share
i) Profit after tax 9,328.18 15,922.75
Less : Preference dividend including tax thereon 211.73 211.73
Profit attributable to equity shareholders 9,116.45 15,711.02
ii) Weighted average number of equity shares :
Equity shares as at the beginning of the year 18,87,90,060 18,23,90,060
Add : Adjustment for shares issued during the year
on conversion of warrants — 17,534
18,87,90,060 18,24,07,594

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

b) Diluted earnings per share
i) Profit attributable to equity shareholders
[as per working in (a) (i) above] 9,116.45 15,711.02
ii) Weighted average number of equity shares
[As per working in (a) (ii) above] 18,87,90,060 18,24,07,594
Add: Increase in shares on account of dilutive potential equity
shares by way of conversion of warrants into equity shares — 83,92,966
18,87,90,060 19,08,00,560
Diluted earnings per share of Rs. 2/- each 4.83 8.23

34. The break-up of the deferred tax liability up to the year ended 31st March, 2009 is as under:
Liability / (Asset) on account of Up to For the year ended Total up to
31.03.2008 31.03.2009 31.03.2009
(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
Depreciation 10,482.23 3,367.22 13,849.45
Provision for doubtful debts & advances (164.00) (68.00) (232.00)
Disallowance under Income Tax Act, 1961 (140.00) 5.70 (134.30)
Diminution in value of investment (0.08) (4.92) (5.00)
Net deferred tax liability (Asset) 10,178.15 3,300.00 13,478.15

66
35. I. The Company has entered into the following derivative instruments:
a) The Company uses foreign currency/forward contracts to hedge its risks associated with foreign currency fluctuations
relating to certain firm commitments and forecasted transactions. The Company does not use forward contracts
for speculative purposes.

The following are the outstanding Forward Exchange Contacts entered into by the Company as on 31st March, 2009 :
2008-09 2007-08
Particulars No. of US Dollar INR No. of US Dollar INR
Contracts Equivalent Equivalent Contracts Equivalent Equivalent
(in lacs) (in lacs) (in lacs) (in lacs)
Covers against exports 21 436.28 21,671.32 22 623.52 24,769.17
Amount receivable in foreign
currency on account of the following :
Sale of goods — — — —- —- —-
Amount payable in foreign
currency on account of the following :
Import of goods and services 183 5,627.93 2,83,629.55 55 3,111.12 1,24,397.62
Loans and interest payable 43 1,514.67 76,239.27 29 918.70 36,811.53

2008-09 2007-08
Particulars No. of JPY INR No. of JPY INR
Contracts Equivalent Equivalent Contracts Equivalent Equivalent
(in lacs) (in lacs) (in lacs) (in lacs)

Amount payable in foreign

currency on account
of the following :
Loans and interest payable 3 6,440.44 3,637.11 1 7,058.53 2,425.00

b) The Company also uses derivative contracts other than forward contracts to hedge the interest rate and currency
risk on its capital account. The Company does not use these contracts for speculative purposes.
i) Option contracts to hedge against imports :

2008-09 2007-08
No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent
Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)
— — — — — —
ii) Coupon Rate Swap to hedge against fluctuations in interest rate :
2008-09 2007-08
No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent
Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)
— — — — — —
iii) Currency swaps to hedge against fluctuations in changes in exchange rate and interest rate :

2008-09 2007-08
No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent
Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)
— — — 1 1,00.00 3932.00

67
iv) Options to hedge against exports :

2008-09 2007-08
No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent
Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)
— — — — — —

II. The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given
below :
2008-09 2007-08
Particulars Currency Value in Foreign INR Equivalent Value in Foreign INR Equivalent
Currency (in lacs) (in lacs) Currency (in lacs) (in lacs)
Amount receivable in foreign currency
on account of the following :
Sale of goods USD 28.91 1474.93 — —
EURO 0.83 54.76 — —
Merchandise Trade 363.94 17,806.21 594.07 23,655.95
Bank Balance — — — —
Amount payable in foreign currency
on account of the following :
Import of goods and services USD 292.13 14,858.22 1343.54 53,958.30
Purchase of Merchandise Exports USD 35.00 1,806.97 581.15 23,051.58
Loans and interest payable 59.90 3064.70 21.30 855.63
2008-09 2007-08
Particulars JPY Equivalent INR Equivalent JPY Equivalent INR Equivalent
(in lacs) (in lacs) (in lacs) (in lacs)
Amount payable in foreign currency
on account of the following :
Loans and interest payable — — 48.28 19.62

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

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

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

(D.P.SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRA

Partner Company Secretary Vice President Managing Director
Membership No. 40740 (Corporate Accounts)

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

68
CASH FLOW STATEMENT ANNEXED TO BALANCE SHEET AS AT 31ST MARCH, 2009
2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
A. CASH FLOW FROM OPERATING ACTIVITIES
Net profit as per profit and loss account 15,075.02 25,374.15
Adjustment for :
Depreciation 8,575.93 7,472.99
Interest paid 16,415.00 16,162.51
Miscellanesous expenditure written off 3.60 2.40
Employee Compensation expenses 38.76 —
Provision for wealth tax 8.15 6.67
Provision for doubtful debts/advances 200.37 406.54
Interest received (10,873.32) (5,961.66)
Investment written off 0.10 —
Dividend received (49.15) (51.52)
Provision for Leave encashment / Gratuity 186.83 50.82
Loss on sale of assets 21.07 5.09
Loss on sale of Investments — 5.10
Provision for diminution in investments 13.61 0.10
Profit on sale of assets (90.35) (226.74)
Profit on sale of investments (640.18) (61.35)
13,810.42 17,810.95
Operating profit before adjusting for the
changes in working capital 28,885.44 43,185.10
Adjustments for :
Decrease/(increase) in inventories 62,890.14 (1,18,035.77)
Decrease/(increase) in debtors 1,046.17 (21,392.10)
Decrease/(increase) in other current assets
including loans and advances (21,231.85) (23,765.07)
Increase /(Decrease )in liabilities (1,713.05) 1,37,695.78
40,991.41 (25,497.16)
Cash flow from operations 69,876.85 17,687.94
Taxes paid (net of refund) incl. dividend tax (6,586.06) (6,363.81)
NET CASH FROM OPERATING ACTIVITIES 63,290.79 11,324.13
B. CASH FLOW FROM INVESTING ACTIVITIES
Interest received 10,873.32 5,961.67
Purchase of fixed assets (29,918.80) (19,945.53)
Sale of fixed assets 231.58 329.58
Purchase of investments (12,58,833.33) (1,57,978.36)
Sale of investments 12,59,473.25 1,54,088.14
Dividend received 49.15 51.52
NET CASH USED IN INVESTING ACTIVITIES (18,124.83) (17,492.98)
C. CASH FLOW FROM FINANCING ACTIVITIES
Allotment money and premium received — 7,220.31
Increase/(decrease) in secured/unsecured loans 16,126.56 8,981.15
Dividend paid (1,124.92) (1,056.44)
Interest paid (16,415.00) (16,162.51)
Intercorporate deposits (given/refunded) (163.59) (2,039.86)
NET CASH FROM FINANCING ACTIVITIES (1,576.95) (3,057.35)
Net increase/(decrease) in cash and cash equivalents (A+B+C) 43,589.01 (9,226.20)
Opening balance of cash and cash equivalents 57,890.31 67,116.51
Closing balance of cash and cash equivalents 1,01,479.32 57,890.31
Increase/(decrease) in cash or cash equivalents 43,589.01 (9,226.20)

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

(D.P. SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRA

Partner Company Secretary Vice President Managing Director
Membership No. 40740 (Corporate Accounts)

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

69
BALANCE SHEET ABSTRACT AND THE COMPANY’S GENERAL BUSINESS PROFILE
I Registration details :
State code 1 1
Registration Number (CIN) L15140MH1986PLC038536
Balance Sheet Date 3 1 0 3 2 0 0 9
Date Month Year
II Capital raised during the year (Rs. in lacs)
Public issue Right issue
N I L N I L
Bonus issue Private placement
N I L N I L
III Position of mobilisation and deployment of funds (Rs. in lacs)
Total liabilities Total assets
3 0 4 1 0 0 . 4 2 3 0 4 1 0 0 . 4 2
Sources of funds
Paid-up share capital Reserves and surplus
1 0 5 4 1 . 7 8 1 0 7 9 5 7 . 2 6
Secured loans Unsecured loans
6 9 7 8 7 . 0 9 1 0 2 2 9 7 . 3 8
Deferred tax liability Employee Stock Options
1 3 4 7 8 . 1 5 3 8 . 7 6
Application of funds
Net fixed assets Investments
1 4 1 3 4 2 . 0 6 8 1 7 8 . 2 4
Net current assets Misc. expenditure
1 5 4 5 6 1 . 6 4 1 8 . 4 8
IV Performance of the company (Rs. in lacs)
Sales and other Income Total expenditure
1 2 2 0 9 5 1 . 3 3 1 2 0 5 8 7 6 . 3 1
+ - Profit / Loss before tax + - Profit / Loss after tax
+ 1 5 0 7 5 . 0 2 + 9 3 2 8 . 1 8
Earning per share in Rs. Dividend rate (%)
4 . 8 3 2 5
V Generic names of three principal products / services of the company (as per monetary terms)
Item code No.: (ITC Code) 1 5 0 7 9 0 0 0 . 1 0
Product description S OY A B E A N O I L E D I B L E G R AD E
Item code No.: (ITC Code) 2 3 0 4 0 0 . 03
Product description M E A L OF S OY A B E A N
Item code No.: (ITC Code) 1 5 1 8 0 0 . 09
Product description O T H E R V EG E T A BL E O I L S & F AT S
For and on behalf of the Board of Directors

KAILASH SHAHRA
Chairman

Place : Indore R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRA

Date : August 29, 2009 Company Secretary Vice President (Corporate Accounts) Managing Director

70
Consolidated Accounts
AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS OF RUCHI SOYA INDUSTRIES LIMITED,
ITS SUBSIDIARY, ITS ASSOCIATE AND A TRUST WHERE THE COMPANY IS A BENEFICIARY
TO THE BOARD OF DIRECTORS OF RUCHI SOYA INDUSTRIES LIMITED

1. We have examined the attached Consolidated Balance Sheet of RUCHI SOYA INDUSTRIES LIMITED (the Company), its
subsidiary company, its associate company and a Trust where the Company is a beneficiary as at 31st March, 2009, the
Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement for the year ended on that date annexed
thereto, in which are incorporated the accounts of the subsidiary company, its associate company and the Trust where
the Company is a beneficiary audited by other auditors. These financial statements are the responsibility of the Company
management. Our responsibility is to express an opinion on these financial statements based on our audit.
2. We have conducted our audit in accordance with generally accepted auditing standards in India. These standards
require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared
in all material respects, in accordance with an identified financial reporting framework and are free of material
mis-statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statements. We believe that our audit provides a reasonable
basis for our opinion.
3. We did not audit the financial statements of the subsidiary company, the associate company and the Trust where the
Company is a beneficiary, whose financial statements reflect total assets (net) of Rs. 2,098.63 lacs as at 31st March, 2009
(Previous year Rs. 1,867.70 lacs) and total revenues of Rs. 419.86 lacs for the year ended on that date (Previous year
Rs. 660.27 lacs). These financial statements have been audited by other auditors whose reports have been furnished to us
and our opinion, in so far as it relates to the amounts included in respect of the subsidiary company, the associate
company and the Trust where the Company is a beneficiary is based solely on the report of the other auditors.
4. We report that the consolidated financial statements have been prepared by the Company in accordance with the
requirements of Accounting Standard 21 (AS-21) on Consolidated Financial Statements issued by the Institute of Chartered
Accountants of India and on the basis of the separate audited financial statements of the Company and its subsidiary
company, associate company and the Trust where the Company is a beneficiary, included in the consolidated financial
statements.
5. Interest income of Rs. 12,336.89 lacs has been netted off against interest expenditure instead of including the same under
other income. The said disclosure however has no impact on the profit for the year. (Refer note 12 of Schedule 20).
6. On the basis of the information and explanations given to us and on the consideration of the separate audit reports on
individual audited financial statements of the Company, its subsidiary company, associate company and the Trust where
the Company is a beneficiary, we are of the opinion that the said consolidated financial statements give a true and fair
view in conformity with the accounting principles generally accepted:
(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Company, its subsidiary company,
associate company and the Trust where the Company is a beneficiary as at 31st March, 2009;
(b) in the case of the Consolidated Profit and Loss Account, of the consolidated results of operations of the Company,
its subsidiary company, associate company and the Trust where the Company is a beneficiary for the year ended on
that date; and
(c) in the case of Consolidated Cash Flow Statement, of the cash flows of the Company, its subsidiary company,
associate company and the Trust where the Company is a beneficiary for the year ended on that date.

For P.D.Kunte & Co. (Regd.)

Chartered Accountants

D. P. Sapre
Place : Indore Partner
Date : 29th August, 2009 Membership No. 40740

71
Consolidated Balance Sheet
AS AT 31ST MARCH, 2009

Schedule 2008-09 2007-08

(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
I SOURCES OF FUNDS
1 Shareholders' Funds
a) Capital 1 10,553.78 10,541.78
b) Employees stock options 1A 38.76 —
c) Reserves & Surplus 2 1,10,050.26 1,01,993.30
1,20,642.80 1,12,535.08
2 Loan Funds
a) Secured Loans 3 71,259.16 75,876.57
b) Unsecured Loans 4 1,13,890.72 1,23,108.47
1,85,149.88 1,98,985.04
3 Deferred Tax Liability 13,477.62 10,177.67
3,19,270.30 3,21,697.79
II APPLICATION OF FUNDS
1 Fixed Assets 5
a) Gross Block 1,74,474.48 1,50,264.58
b) Less : Depreciation 40,974.08 32,435.17
c) Net Block 1,33,500.40 1,17,829.41
d) Capital Work in Progress 7,865.89 2,337.87
1,41,366.29 1,20,167.28
2 Investments 6 7,181.57 7,195.02
3 Current Assets, Loans & Advances
a) Inventories 7 1,52,617.82 2,21,858.91
b) Sundry Debtors 8 1,28,084.96 1,17,984.78
c) Cash & Bank 9 1,13,873.01 95,947.27
d) Other Current Assets 10 1,830.25 1,072.39
e) Loans & Advances 11 1,03,107.58 76,832.90
4,99,513.62 5,13,696.25
Less : Current Liabilities & Provisions
a) Current Liabilities 12 3,12,138.45 3,05,917.07
b) Provisions 13 15,255.96 12,250.51
3,27,394.41 3,18,167.58
Net Current Assets 1,72,119.21 1,95,528.67
4 Minority Interest (1,421.62) (1,220.19)
5 Miscellaneous Expenditure 14 24.85 27.01
3,19,270.30 3,21,697.79
NOTES TO THE ACCOUNTS 20

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

(D. P. SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRA

Partner Company Secretary Vice President Managing Director
Membership No. 40740 (Corporate Accounts)

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

72
 Consolidated Profit & Loss Account
FOR YEAR ENDED ON 31 MARCH, 2009

Schedule 2008-09 2007-08

(Rs. in lacs) (Rs. in lacs)
INCOME
Sales and Other Income 15 12,77,976.91 11,72,019.79
Increase/(Decrease) in stock 16 (14,490.34) 35,427.63
12,63,486.57 12,07,447.42
EXPENSES
Purchases 3,76,174.29 3,02,016.51
Materials consumed 17 7,69,118.09 7,77,044.62
Expenses 18 89,142.85 84,538.28
Interest (Net) 19 4,756.04 9,981.51
Depreciation 5 8,577.45 7,475.16
12,47,768.72 11,81,056.08

Profit before taxation 15,717.85 26,391.34

Provision for taxation — Current tax 1,971.90 5,781.80
— Deferred tax 3,299.95 2,999.58
— Fringe benefit tax 181.12 175.60
Provision for tax for earlier years 516.84 851.34
Profit after taxation 9,748.04 16,583.02
Less : Minority Interest 199.49 313.78
Less : Capital Reserve/Goodwill — 0.50
Balance brought forward from previous year 29,439.46 17,005.02
Profit available for appropriation 38,988.01 33,273.76

APPROPRIATIONS
General Reserve 2,500.00 2,500.00
Debenture Redemption Reserve — 18.20
Proposed Dividend — Preference 180.97 180.97
— Equity 1,093.95 943.95
1,274.92 1,124.92
Tax on Dividend 216.67 191.18
Balance carried to Balance Sheet 34,996.42 29,439.46
38,988.01 33,273.76
Earning per share in Rs. (See Note 25 of Schedule 20)
Basic 5.05 8.98
Diluted 5.05 8.58
NOTES TO THE ACCOUNTS 20

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

(D. P. SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRA

Partner Company Secretary Vice President Managing Director
Membership No. 40740 (Corporate Accounts)

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

73
SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2009
2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
SCHEDULE 1 : SHARE CAPITAL
Authorised
27,50,00,000 Equity Shares (Previous year 27,50,00,000 5,500.00 5,500.00
Equity Shares) of Rs. 2/- each
65,00,000 - Cumulative Redeemable Preference Shares
(Previous year 65,00,000 Preference Shares) of Rs.100/- each 6,500.00 6,500.00
12,000.00 12,000.00
Issued, Subscribed and Paid-up
i) 18,87,90,060 Equity Shares of Rs.2/- each (Previous
year 18,87,90,060 Equity Shares of Rs.2/- each) 3,775.80 3,775.80
ii) 45,24,285 4% Cumulative Redeemable Preference
Shares of Rs. 100/- each 4,524.29 4,524.29
(See Note below)
iii) Share Warrant Application Money 2,241.69 2,241.69
iv) Share Application Money 12.00 —
10,553.78 10,541.78
Note :
Out of 45,24,285 Preference Shares, 30,19,186 preference shares were alloted on 31st March, 2004 & are redeemable at par in three annual instalments at
the end of 8th, 9th & 10th year from the date of allotment with a put and call option at the end of each year i.e. 1st & 2nd instalment of Rs.33/-each per
preference share on completion of 96 months & 108 months respectively & 3rd instalment of Rs.34/- per preference share on completion of 120 months
from date of alloment. The balance 15,05,099 preference shares were alloted on 30th March, 2005 and are redeemable at par in three annual instalments
with a put and call option at the end of 8th, 9th & 10th year from the date of allotment i.e. 1st & 2nd instalments of Rs.33/- each per preference share on
completion of 96 months & 108 months respectively and 3rd instalment of Rs.34/- per preference share on completion of 120 months from date of allotment.
These have been fully redeemed on 22nd June, 2009.

2008-09 2007-08
(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
SCHEDULE 1A : EMPLOYEES STOCK OPTIONS
Employees Stock Options Outstanding 116.28 —
Less : Deferred Employees Compensation Expenses 77.52 —
(Refer Note no. 7 of Schedule 20) 38.76 —

SCHEDULE 2 : RESERVES AND SURPLUS

a) Capital Reserve 1,526.53 1,526.53
b) Securities Premium Account
As per last balance sheet 37,319.31 32,469.30
Add : Addition during the year — 4,850.01
37,319.31 37,319.31
c) Debenture Redemption Reserve
As per last balance sheet 175.00 156.80
Add : Addition during the year — 18.20
175.00 175.00
d) Capital Redemption Reserve
As per last balance sheet 3,400.00 3,400.00
e) General Reserve
As per last balance sheet 30,133.00 27,636.46
Less : Additional liability pursuant to AS-15 (Revised) — 3.60
Add : Addition during the year 2,500.00 2,500.14
32,633.00 30,133.00
f) Profit and Loss Account 34,996.42 29,439.46
1,10,050.26 1,01,993.30

74
 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
SCHEDULE 3 : SECURED LOANS
a) 9.75% Secured Redeemable Non-convertible Debentures
3,50,000 Debentures of Rs.100/- each privately 116.66 233.33
placed with Financial Institution
(See Note no. 1 below)
b) Loans from Financial Institutions/Banks/Others 69,586.08 57,839.46
[See Note nos.2 (a) and 2 (b) below]
c) Borrowing from Banks (Cash/Packing Credit/Working Capital Demand 1,482.48 17,715.97
Loans) [See Note nos. 3 (a) and (b) below]
d) Other Loans for specific Vehicles (Exclusive charge) 73.94 87.81
(See Note no. 4 below)
71,259.16 75,876.57
NOTES:
1 The outstanding balance against the 9.75% Secured Redeemable Non Convertible Debentures of Rs 100/- each privately placed
with Financial institution is redeemable during the year ending March 31st, 2010.
The above debentures are secured by (a) first charge by way of an equitable mortgage of all immovable properties of the
Company, wherever situated and (b) a first charge by way of hypothecation of all movable proporties, both present & future (save
and except book debts) of the Company.
The first charge by way of equitable mortgage and hypothecation in favour of debentureholders rank pari passu with the lenders
as per Note No.2(a) below and is subject to charge on specified properties referred to in Note no.2(b).
Amount repayable within 12 months Rs. 116.66 lacs (Previous year Rs. 116.67 lacs).
2 The loans from financial institutions, banks and others are secured/to be secured by :
(a) (i) first charge by way of an equitable mortgage of all immovable properties of the Company,wherever situated and (ii) a
first charge by way of hypothecation of all movable properties, both present & future (save and except book debts) of the
Company and (iii) Personal Guarantee of the Managing Director in certain cases.
The First Charges by way of equitable mortgage and hypothecation in favour of lenders rank pari passu with the
Debentureholders as per Note No.1 above and subject to charge on specified properties referred to in Note no 2(b) below.
(b) (i) a first charge by way of an equitable mortgage over all the immovable properties of the Company at specific locations,
(ii) a first charge by way of hypothecation of movable properties situated at the respective locations and (iii) Personal
guarantee of the Managing Director.
The above charges of various lenders at specified locations mentioned above rank pari passu inter se the lenders at each
location, wherever applicable.
The above outstanding amount of loan includes interest accrued & due Rs. 542.94 lacs. (Previous year Rs. 314.05 lacs)
Amount repayable within 12 months Rs. 17,133.62 lacs (Previous year Rs. 11,916.39 lacs)
3 (a) The Borrowing availed from consortium banks are secured / to be secured by (i) a first charge by way of hypothecation of
stocks, book debts and other current assets (ii) a charge by way of hypothecation /equitable mortgage of movable / immovable
properties in favour of consortium banks, ranking second and subservient to the charges specified in Note No. 1 and 2 and
(iii) personal guarantee of promoter directors of the Company.
The above charges mentioned above rank pari passu inter se the consortium banks.
(b) The borrowings availed from banks outside consortium are secured /to be secured by (i) specific charges on Stocks, book
debts and other current assets pertaining to the facilities granted by them and (ii) personal guarantee of the Mananging
Director of the Company.
(c) Borrowings of the subsidiary company are secured by pari-passu charge by way of hypothecation of stocks and book debts
of the subsidiary company, personal guarantee of its director and corporate guarantee of the holding company.
Amount repayable within 12 months Rs.1,482.48 lacs (Previous year Rs. 17,715.97 lacs).
4 These Loans are secured by hypothecation of vehicles purchased out of the said loans.
Amount repayable within 12 months Rs. 38.25 lacs (Previous year Rs. 43.01 lacs)

75
 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
SCHEDULE 4 : UNSECURED LOANS
Short term advances
From Banks / Financial Institutions (See Note no.14 of Schedule 20) 1,12,451.44 1,21,850.12
Other Loans :
Deferred Sales Tax Liability 1,439.28 1,258.35
1,13,890.72 1,23,108.47

SCHEDULE 5 : FIXED ASSETS (Rs. in lacs)

PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCK

As on Additions Deduction As on Upto For the year Adjustment Upto As on As on
1.4.2008 31.3.2009 31.3.2008 31.3.2009 31.3.2009 31.3.2008

FREE HOLD LAND 13,104.22 674.04 — 13,778.26 — — — — 13,778.26 13104.22

LEASE HOLD LAND 1,199.76 2.57 39.56 1,162.77 487.51 16.57 1.21 502.87 659.90 712.25

BUILDINGS 29,131.24 2,773.05 46.02 31,858.27 3,695.65 892.09 4.03 4,583.71 27,274.56 25,435.59

PLANT & MACHINERY 1,02,651.26 20,156.22 73.22 1,22,734.26 26,506.21 7,240.85 9.38 33,737.68 88,996.58 76,145.05

FURNITURE & FIXTURES 842.81 55.48 4.07 894.22 274.05 72.12 0.26 345.91 548.31 568.76

VEHICLES 1,347.20 249.68 33.25 1,563.63 484.13 141.91 20.93 605.11 958.52 863.07

OFFICE EQUIPMENTS 1,433.63 381.49 4.72 1,810.40 845.33 77.46 2.73 920.06 890.34 588.30

SOFTWARE 518.46 118.21 — 636.67 106.59 136.15 — 242.74 393.93 411.87

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

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

TOTAL 1,52,602.45 50,609.07 20,871.15 1,82,340.37 32,435.17 8,577.45 38.54 40,974.08 1,41,366.29 1,20,167.28

PREVIOUS YEAR 1,32,814.54 21,896.48 2,108.57 1,52,602.45 25,011.74 7,475.16 51.73 32,435.17 1,20,167.28

Notes :
1. Buildings include Rs.2,250/- (Previous year Rs.2,250/-) being cost of Shares in Co-operative Societies. Title deeds in respect of shares amounting to Rs.500/- are in the process
of transfer.
2. Execution/registration of lease deed in respect of land acquired on lease during the year and the part of land acquired on lease in the preceding year is pending.
3. Lease hold land of 30 acres taken on lease from The Karnataka Industrial Area Development Board (KIADB) for a period of 6 years which after the expiry of the lease period will
be converted to a sale subject to compliance with the terms of allotment.
4. Refer Note no. 3(vii)(b), 3(vii)(c) & 17 of Schedule 20.

76
 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
SCHEDULE 6 : INVESTMENTS (Other than trade investment)
LONG TERM INVESTMENTS (At cost)
A) SHARES
a) Quoted
i) 17,75,000 Equity Shares (Previous year 17,75,000 shares) of Rs.10/- each
fully paid up in Ruchi Strips & Alloys Ltd. 185.00 185.00
ii) 8,83,500 Equity Shares (Previous year 8,83,500 shares) of Rs.10/- each
fully paid up in National Steel & Agro Industries Ltd. 264.87 264.87
iii) 4,00,000 Equity Shares (Previous year 4,00,000 shares) of Rs.10/- each
fully paid up in Anik Industries Limited 100.00 100.00
iv) 1,19,300 Equity Shares (Previous year 1,19,300 shares) of Rs.10/- each
fully paid up in Sarthak Global Limited 11.93 11.93
v) 7,014 Equity Shares (Previous year 7,014 Equity Shares) of Rs. 10/- each
fully paid up in Dena Bank 1.89 1.89
vi) 1,887 Equity Shares (Previous year 1,887 Equity Shares) of Rs. 10/- each
fully paid up in Punjab National Bank 7.41 7.41
vii) 35,000 Equity Shares (Previous year 35,000) of Rs.10/- each
fully paid up in Sharadraj Tradelink Ltd. 3.82 3.82
viii) 1,80,000 Equity Shares (Previous year 1,80,000) of Rs. 2/- each
fully paid up in Blue Chip India Ltd. 17.38 17.38
ix) 21,500 Equity Shares (Previous year 21,500) of Rs.10/- each 11.38 11.38
fully paid up in Hereld Commerce Limited
x) 50,00,000 Equity Shares (Previous year 50,00,000) of Re.1/- each 1,591.43 1,591.43
fully paid up in Ruchi Infrastructure Limited
xi) 159 Equity Shares (Previous year 159) of Rs.10/- each 0.16 0.16
fully paid up in Central Bank of India
Aggregate amount of quoted investments 2,195.27 2,195.27
Aggregate market value of quoted investments
Rs. 736.03 lacs (Previous year Rs. 2,096.22 lacs)
b) Right title & interest in Ruchi Soya Industries Ltd. Beneficiary Trust 936.97 936.97
(Refer Note no. 6 of Schedule 20)

c) Unquoted
i) Other than in subsidiary companies
a) 25,000 Equity Shares (Previous year 25,000 Equity shares)
of Rs.10/- each fully paid-up in Ruchi Infotech Ltd. 2.50 2.50
b) 6,00,000 Equity Shares (Previous year 6,00,000 Equity shares)
of Rs.10/- each fully paid-up in Ruchi Acroni Industries Ltd. 60.00 60.00
c) 35,000 Equity Shares (Previous year 35,000 Equity shares)
of Rs.10/- each fully paid-up in E-Ruchi Marketing (P) Ltd. 3.50 3.50
d) 5,00,000 6% Redeemable Cumulative Preference.Shares
(Previous year 5,00,000) of Rs.100/- each fully
paid up in Sunshine Oleochem.Ltd. 500.00 500.00
e) 34,50,000 6% Redeemable Cumulative Preference Shares 3,450.00 —
(Previous year Nil) of Rs.100/- each fully paid up in Ruchi
Realty Holdings Pvt. Ltd.
ii) Share Application Money Pending Allotment — 3,450.00
(towards preference shares in Ruchi Realty Holdings Pvt. Ltd.)

77
 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
B. GOVERNMENT SECURITIES :
National Saving Certificates/Kisan Vikas Patra
(deposited with Government authorities) 7.09 6.93
Aggregate amount of unquoted investments 4,023.09 4,022.93
TOTAL LONG TERM INVESTMENTS (I) 7,155.33 7,155.17

II. CURRENT INVESTMENTS (At lower of cost & market value)

MUTUAL FUNDS (Quoted)
i) 1,00,000 Units (Previous year 1,00,000 units) of SBI
Magnum Multicap Fund of Rs.10/- each 10.00 10.00
ii) 2,50,000 Units (Previous year 2,50,000 units) of SBI
One India Fund of Rs.10/- each 25.00 25.00
iii) 50,000 Units (Previous year 50,000 units) of SBI
Infrastructure Fund-I of Rs.10/- each 5.00 5.00
iv) 1,000 Units (previous year 1,000 units) of PNB
Principal Junior Cap Fund of Rs.10/- each 0.10 0.10
40.10 40.10
Less : Provision for diminution in value of investments 13.86 0.25
TOTAL : (II) 26.24 39.85
Aggregate market value of current investments
Rs.26.24 lacs (Previous year Rs.46.86 lacs)
TOTAL : (I+II) 7,181.57 7,195.02

Note: The following investments were purchased and sold during the year:
Name of Security No. of Units Cost (Rs. in lacs)
SBI Premier Liquid Fund - Institutional Growth 2,27,91,60,295.311 3,02,180.00
SBI Premier Liquid Fund - Super Institutional Growth 3,36,82,853.963 4,600.00
SBI Magnum Insta Cash Fund - Cash Option 3,23,11,41,348.000 6,18,553.07
HDFC Cash Management Fund - Call Plan Growth 62,34,673.095 900.00
HDFC Liquid Fund - Premium Plan - Growth 1,31,30,72,460.887 2,27,500.00
Reliance Liquid Fund - Cash Plan - Growth Option - Growth Plan 6,62,11,914.982 9,500.00
Reliance Liquidity Fund - Growth Option 62,42,74,227.228 80,600.00
Reliance Treasury Plan Institutional Option - Growth option- Growth Plan 6,68,53,319.597 14,000.00
Principal Cash Management Liquid Fund-liquid option Instal. Prem.Plan. -
Dividend Reinvested - Daily. 1,00,06,202.329 1,000.00

SCHEDULE 7 : INVENTORIES
(As valued and certified by the Management)
Stock-in-trade (At lower of cost and net realisable value except
realisable by-products which are valued at net realisable value)
(Refer Note no.18 of Schedule 20)
a) Raw Materials (including packing material) 76,112.96 1,33,025.34
b) Work-in-progress 996.03 3,063.28
c) Finished goods 67,665.14 79,593.24
d) Realisable by-products 1,565.39 2,060.38
e) Consumables, Stores & Spares 6,278.30 4,116.67
1,52,617.82 2,21,858.91

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 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
SCHEDULE 8 : SUNDRY DEBTORS
(Unsecured)
Debts outstanding for period exceeding six months
Considered good 469.86 5,238.95
Considered doubtful 371.50 329.85
841.36 5,568.80
Other Debts (considered good) 1,27,615.10 1,12,745.83
1,28,456.46 1,18,314.63
Less : Provision for doubtful debts 371.50 329.85
1,28,084.96 1,17,984.78
SCHEDULE 9 : CASH AND BANK BALANCE
Cash on hand 780.72 340.26
Bank Balances with Scheduled Banks
i) In Current Accounts 11,054.26 8,553.99
ii) In Deposit Accounts (Refer Note no. 14 of Schedule 20) 1,02,037.90 87,052.89
Bank Balances with Non-Scheduled Banks (Refer Note no. 15 of Schedule 20)
In Deposit Accounts 0.11 0.11
Post Office Saving Bank [Maximum balance at any time 0.02 0.02
during the year Rs. 0.02 lac (Previous year Rs.0.02 lac)]
1,13,873.01 95,947.27
SCHEDULE 10 : OTHER CURRENT ASSETS
Interest Accrued
On Investments 4.56 4.31
On Fixed Deposits with Banks 1,814.75 984.01
On Intercorporate & Other deposits 10.94 84.07
1,830.25 1,072.39

SCHEDULE 11 : LOANS AND ADVANCES

(Unsecured & Considered Good, unless stated otherwise)
Intercorporate Deposits 2,541.02 2,396.91
Other Deposits 3,793.51 2,501.40
Advance for Capital Expenditure 1,778.05 3,164.91
Other Advances recoverable in cash or in kind
or for value to be received [(including (a) Rs1.35 lacs (Previous year
Rs. 1.13 lacs) recoverable from Directors/Officers of the Company (b)
due from subsidiary Rs. Nil (Previous year Rs. 206.66 lacs)]
Considered good 78,040.13 58,618.99
Considered doubtful 310.79 152.08
78,350.92 58,771.07
Less : Provision for doubtful advances 310.79 152.08
78,040.13 58,618.99
Advance Income Tax including tax deducted at source 16,954.87 10,150.69
1,03,107.58 76,832.90
SCHEDULE 12 : CURRENT LIABILITIES
Sundry Creditors (Refer Note nos. 8 & 16 of Schedule 20) 2,95,070.44 2,81,417.59
Agency & other deposits 965.72 838.31
Interest accrued but not due 660.07 484.32
Customers’ advances 13,544.67 20,683.89
Other liabilities 1,897.55 2,492.96
3,12,138.45 3,05,917.07

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 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
SCHEDULE 13 : PROVISIONS
Taxation 13,654.21 10,986.51
Proposed dividend 1,274.92 1,124.92
Gratuity 123.48 29.57
Leave encashment 203.35 109.51
15,255.96 12,250.51

SCHEDULE 14 : MISCELLANEOUS EXPENDITURE

(to the extent not written off or adjusted)
Share issue expenses 28.95 30.64
Add : Additions during the year 0.50 —
Less: Adjusted/written off 4.60 3.63
24.85 27.01

SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR
ENDED ON 31ST MARCH, 2009 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
SCHEDULE 15 : SALES AND OTHER INCOME
Sales 12,48,464.94 11,55,619.29
Less : Excise duty 2,123.85 2,123.95
12,46,341.09 11,53,495.34
Scrap & Other Sales 2,150.16 1,926.60
Less : Excise duty 7.13 14.84
2,143.03 1,911.76
Export Incentive 9,869.77 6,457.50
Vat/Excise Refund/Remission 2,406.49 5,494.49
Processing charges received (Gross) 614.08 546.83
[TDS Rs. 13.30 lacs (Previous year Rs.12.83 lacs)]
Service charges — 12.07
Income from Power generation (including carbon credit) 2,037.62 255.39
Other operating income (See Note no. 10 of Schedule 20) 10,367.02 1,048.25
12,73,779.10 11,69,221.63
Insurance claims received 330.56 353.90
Commission, Discount & Rebates 484.38 87.24
Dividend 49.15 51.52
Profit on sale of investments 640.18 61.35
Profit on sale of Assets 90.35 226.74
Lease Rent (Gross) (TDS Rs.18.56 lacs (Previous year Rs. 3.61 lacs) 128.70 15.93
Exchange Difference (Net) 996.33 —
Provisions no longer required written back 896.58 512.45
Subsidy from Government 50.00 —
Other Miscellaneous Income 531.58 1,489.03
4,197.81 2,798.16
12,77,976.91 11,72,019.79
SCHEDULE 16 : INCREASE/(DECREASE) IN STOCKS
Finished goods
Opening Stock 81,653.62 47,257.27
Closing Stock 69,230.53 81,653.62
(12,423.09) 34,396.35
Work-in-progress
Opening Stock 3,063.28 2,032.00
Closing Stock 996.03 3063.28
(2,067.25) 1,031.28
(14,490.34) 35,427.63

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 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
SCHEDULE 17 : MATERIAL CONSUMED
a) Raw Material
Opening Stock 1,27,467.26 40,906.36
Add: Purchases 6,82,555.83 8,41,502.28
8,10,023.09 8,82,408.64
Less: Closing Stock 65,700.10 1,27,467.26
7,44,322.99 7,54,941.38
b) Packing Material
Opening Stock 5,558.08 3,850.18
Add: Purchases 29,649.88 23,811.14
35,207.96 27,661.32
Less: Closing Stock 10412.86 5,558.08
24,795.10 22,103.24
7,69,118.09 7,77,044.62
SCHEDULE 18 : EXPENSES
Processing Charges 87.86 715.10
Power & Fuel (net of recoveries) 16,549.51 14,965.04
Manufacturing Expenses 4,379.19 3,257.63
Consumables 5,361.08 5,932.88
Repairs - Plant & Machinery 6,596.47 3,681.91
Repairs - Buildings 468.26 705.14
Repairs - Others 455.70 522.03
Salary, Wages and Bonus 4,847.77 3,479.97
Contribution to Provident and Other Funds 415.16 262.81
Workmen & Staff Welfare expenses 485.88 225.83
Insurance (net of recoveries) 1,079.75 1,242.86
Rent 2,905.84 2,549.37
Rates & Taxes 800.28 1548.20
Freight & forwarding (net of recoveries) 25,146.04 24,720.45
Export expenses 3,582.96 3,886.26
Commission and rebate 3,550.09 3,074.98
Advertisement & sales promotion 707.72 950.10
Donation 106.66 18.13
Travelling & Conveyance 1,420.89 1,127.29
[including Rs. 40.35 lacs (Previous year Rs. 59.05 lacs) for Directors]
Provision / write-off of doubtful/ bad debts and advances 203.23 571.35
Provision for Diminution in value of Investment 13.61 0.10
Miscellaneous expenses written off 4.59 3.63
Loss on Sales/Fire of Fixed Assets 21.07 5.09
Loss on sale of investments — 5.10
Investments written off 0.10 —
Exchange difference (Net) — 2,301.75
Bank Commission & Charges 2,382.90 2,720.93
Other expenses (Net of recoveries) (See Note no.11 of Schedule 20) 7,570.24 6,064.35
89,142.85 84,538.28
SCHEDULE 19 : INTEREST (NET)
Interest
– Debenture & other fixed loans 7,733.43 4,073.10
– Others 9359.50 13,068.22
17,092.93 17,141.32
Less : Interest received (Refer Note no. 12 of Schedule 20)
[Tax deducted at source Rs. 2,656.17 lacs (Previous year Rs.1,322.57 lacs)] 12,336.89 7,159.81
4,756.04 9,981.51

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SCHEDULE ANNEXED TO AND FORMING PART OF THE CONSOLIDATED BALANCE SHEET AS AT
31ST MARCH, 2009 AND CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON THAT DATE
SCHEDULE NO. 20 NOTES TO THE ACCOUNTS
1. Basis of Consolidation
a. The consolidated financial statements relate to Ruchi Soya Industries Ltd. (the Company) and its subsidiaries and
associates as under :
Name of the subsidiary / associate Percentage of shareholding / profit share / Beneficial Interest
As at 31.03.2009 As at 31.03.2008
Ruchi Worldwide Ltd. (Subsidiary) 52.48 52.48
Ruchi Soya Industries Ltd. Beneficiary Trust 100.00 100.00
RIFL Energy Private Limited (Associate) 26.00 26.00
b. The consolidated financial statements have been prepared in accordance with Accounting Standard 21 (AS-21) and
Accounting Standard 23 (AS-23) issued by the Institute of Chartered Accountants of India on the following basis :
i) The financial statements of the Company and its subsidiaries / associate have been combined on a line to line
basis by adding together like items of assets, liabilities, income and expenses.
ii) Intragroup balances, intragroup transactions and resulting unrealised profits / losses have been eliminated in full.
iii) The excess of / shortfall in cost to the Company of its investment in the subsidiaries/associates over the Company’s
portion of equity of the subsidiary as at the date of investment is recognised in the consolidated financial
statements as goodwill / capital reserve. The resultant goodwill, if any, is charged to profit and loss account.
iv) Minority interest in the net assets of subsidiaries has been separately disclosed in the consolidated financial
statements. Minority interest in income for the year has been separately disclosed in the profit and loss account.
2. SIGNIFICANT ACCOUNTING POLICIES
a) FIXED ASSETS/INTANGIBLE ASSETS :
(i) Fixed assets are valued at cost/revalued amount less depreciation. Cost of fixed assets is arrived at after including
therein attributable interest and expenses for bringing the respective assets to working condition and reducing
therefrom cenvat credit received / receivable, if any. Fixed assets acquired under Hire Purchase Scheme are
valued at cash price less depreciation. Fixed assets vested on amalgamation are stated at their fair value based
on report of approved valuer less depreciation.
(ii) Intangible assets are measured at cost and amortised over a period for which the assets’ economic benefits are
expected to accrue
(iii) Expenditure incurred on software acquired is amortised over a period of five years from the date expenditure is
incurred.
b) DEPRECIATION :
Depreciation is provided on straight line basis at the rates prescribed in Schedule XIV to the Companies Act, 1956.
Depreciation is provided on pro-rata basis with reference to the month of addition/ installation/ disposal of assets,
except for low value items costing Rs. 5,000/- or less which are written off fully in the year of purchase.
c) INVENTORIES :
Inventories, other than realisable by-products, are valued at lower of cost and net realisable value. The cost is
arrived at on moving average basis. The cost of manufactured products includes therein direct costs, production
overheads and depreciation. Realisable by products are valued at net realisable value. Cost of trading items includes
therein cost of purchase & other costs of acquisition attributable thereto.
d) RETIREMENT BENEFITS :
(a) Short term employee benefits are recognized as an expense in the profit and loss account of the year in which
service is rendered.
(b) Contribution to defined contribution schemes such as Provident Fund, Family Pension Fund and Superannuation
Fund are charged to the profit and loss account.

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 (c) The Company makes annual contribution to Employees Group Gratuity cum Life Assurance Scheme for qualifying
employees and the same is recognized as expenses in the profit & loss account. Additional liability, if any in
respect of gratuity and liability in respect of leave encashment are recognised on the basis of valuation done by
an independent actuary applying Project Unit Credit Method. The actuarial gain/loss arising during the year is
recognized in the profit and loss account of the year.
e) INVESTMENTS :
Long term investments are valued at cost. Provision is made for diminution in the value of investments where in the
opinion of the Board of Directors such diminution is not temporary. Current investments are valued at lower of cost
and fair value.
f) EXPENSES INCURRED FOR ISSUE OF SHARES, DEBENTURES AND OTHER MISCELLANEOUS EXPENSES :
Preliminary expenses, pre-operative expenses, share issue expenses incurred prior to 1st April, 2003 are written off
over a period of 10 years. Share issue expenses incurred after 1st April, 2003 are either charged to profit & loss
account or securities premium account. Expenses pertaining to issue of debentures are charged to profit & loss
account in the year in which they are incurred.
g) PREMIUM ON REDEMPTION OF DEBENTURES :
Premium payable, if any, on redemption of debentures is spread over the life of debentures.
h) FOREIGN EXCHANGE TRANSACTIONS :
(i) Transactions in foreign currency are accounted at the exchange spot rate prevailing on the date of the transaction.
Year end receivables and payables are translated at year end rate of exchange. The difference on account of
fluctuation in the rate of exchange is recognised in the profit and loss account. In case of sales and purchases
the same is included under the respective heads.
(ii) In case of forward exchange contracts, premium/discount arising at the inception of the contracts is spread
over the life of the contracts. Exchange fluctuation on such contracts is recognized in the profit & loss account
in the year in which there is a change in exchange rates. Forward Contracts outstanding at the year end are
converted at the year end rate.
i) BORROWING COSTS :
Interest and other costs in connection with the borrowing of the funds to the extent related / attributed to the
acquisition/construction of qualifying fixed assets are capitalised up to the date when such assets are ready for their
intended use. Other borrowing costs are charged to the profit & loss account.
j) DEFERRED TAX :
Deferred tax is accounted for by computing the tax effect of timing differences which arise in a year and reverse in
subsequent periods.
k) IMPAIRMENT OF ASSETS :
An impairment loss is recognized in the profit & loss account whenever the carrying amount of an asset or a cash
generating unit exceeds its recoverable amount. The recoverable amount is estimated as the higher of its net selling
price and its value in use. The carrying amounts are reviewed at each balance sheet date to determine whether there
is any impairment.
l) EXPORT INCENTIVES :
Export incentives, to which the Company is entitled to based on exports during the year, are recognised as income
in the year of exports.
m) EMPLOYEE STOCK OPTIONS :
Stock options granted to employees under the employees’ stock option scheme are accounted as per the SEBI
(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999 and the ‘Guidance Note
on Share Based Payments’ issued by the ICAI. Accordingly, the excess of market price of the shares as on the date of
grant of options over the exercise price is recognised as deferred employee compensation and is charged to profit
and loss account on straight-line basis over the vesting period.
The number of options expected to vest is based on the best available estimate and are revised, if necessary,
if subsequent information indicates that the number of stock options expected to vest differs from previous estimates.

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3. Contingent liabilities not provided for
2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
i) Claims not acknowledged as debts. 581.68 105.00
ii) Outstanding bank guarantees 1,920.06 2453.49
iii) Outstanding Letters of Credit 990.46 —
iv) Income tax/Sales tax/Excise/Octroi/Custom duty/ESIC/
Electricity Duty/demands disputed 14,850.58 13,089.98
v) Bills discounted 27,000.43 25,090.19
vi) Estimated amount of contracts remaining to be executed on
capital account. (Net of advances) 5,725.30 5,538.08
vii) In addition to the above,
a) In the earlier year, in respect of the subsidiary company, the Customs authorities have levied custom duty of
Rs. 220.00 lacs (Previous year 220.00 lacs) which the said subsidiary Company has disputed before the Chennai
High Court. Pending the decision, the High Court has granted interim stay in the matter. No provision has been
made in respect of the demand in view of the above. The said subsidiary Company is confident that the matter
will be decided in its favour.
b) In an earlier year, vide agreements dated 24th November 2006 and 18th January 2007, the Company acquired
land, buildings and plant and machinery at Baran (Rajasthan) and Guna (M.P.) respectively. The assets acquired
were subject to charges created by the seller in favour of Consortium Banks. One of the Consortium Banks has not
accepted the Scheme of Arrangement approved in the case of seller by the Hon’ble Madhya Pradesh High Court
and has filed a Special Leave Petition before the Hon’ble Supreme Court, which is pending. The conveyance
deed of purchase of plants was executed by the seller in favour of the Company after the consortium leader
bank vacated the charge on seller's assets and satisfaction of the charge was registered by the Registrar of
Companies, Madhya Pradesh, Gwalior. The seller has set aside funds by way of a fixed deposit in respect of
amount due to the said Consortium Bank. The additional liability, if any, that may arise on account of the above,
however, cannot be ascertained at this stage.
c) In an earlier year, the Company had acquired land at Chikhalikhar Alibag, Maharashtra. In view of failure to set
up the industry within the prescribed time limits in terms of section 63(1) of Maharashtra Land Revenue and
Tenancy Act, 1948, the Development Commissioner Mumbai & the Deputy Regional Officer Alibag have
passed an order for returning the said land to original farmers from whom the land was bought. The Company
has filed an appeal before the Collector, Alibag which is pending. Financial impact of the above, if any, is not
ascertainable at this stage.
4. Managerial Remuneration under section 198 of the Companies Act, 1956 :
(i) Remuneration paid or provided to the Chairman :
2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
Commission 29.15 50.00
(ii) Remuneration paid or provided to the Managing Director :
(a) Salary 97.40 91.40
(b) Perquisites in cash or in kind 25.43 28.29
(iii) Remuneration paid to or provided to Whole time Directors :
(a) Salary and allowances 24.74 17.77
(b) Perquisites in cash or in kind 5.10 4.68
(c) Contribution to Provident & Other Fund 1.17 0.85
(1) The above does not include reimbursement of expenses incurred for the Company.
(2) The amount shown above at (iii) includes remuneration amounting to Rs.5.00 lacs (Previous year Rs. 3.07 lacs)
paid to two directors, which is subject to approval of shareholders.
5. Salaries, shown in Schedule 18 include remuneration amounting to Rs. 16.07 lacs paid to a relative of the Managing
Director, which is subject to approval under section 314 (1B) by the Central Government, for which necessary application
has been made.

84
6. Pursuant to Schemes under section 391/394, approved by the Hon’ble High Courts of Bombay & Delhi in an earlier year,
76,30,115 equity shares of the Company are held by a Trust for the benefit of the Company and its successors.
These Shares have been shown under the head ‘investments’ and included in Schedule 6 relating to investments at cost
in accordance with the accounting policy of the Company. The dividend received by the Trust in respect of these shares
is included under the head ‘dividend’ under ‘other income’ in Schedule 15.
7. EMPLOYEES STOCK OPTIONS
(a) The Compensation Committee of the Board hereafter referred to as ‘The Committee’ approved the “Employee Stock
Option Scheme - 2007” at its meeting held on 28th November, 2007.
(b) The shareholders of the Company at their EGM held on 28th November, 2007 passed Special Resolutions under
Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 and approved grant of up to 54,71,000 options to eligible directors and employees of the Company
and its subsidiary Ruchi Worldwide Limited. Each option entitled the eligible employees / directors to subscribe for
one equity share of face value of Rs.2/- each at a premium of Rs. 75.50 per share.
(c) On 1st April, 2008, the Committee granted 12,37,000 options at a price of Rs.77.50. These options were to vest
as follows:
Date of vesting Proportion of vesting
April 1, 2009 20%
April 1, 2010 30%
April 1, 2011 50%
(d) The holders of the employee stock options are entitled to equity shares within a period of three years from the date
of first vesting i.e. till 31st March, 2012. Options that have vested but have not been exercised can be exercised
within the time prescribed as mentioned above, failing which they would stand cancelled. In the case of termination
of employment, all options, vested or not, would stand cancelled immediately. In case of voluntary resignation all
unvested options will lapse. However, the resigning employees may exercise the vested option concurrently with
the resignation, beyond which such options will lapse. In the event of death of Employee, Retirement or the Employee
becoming totally and permanently disabled, all vested options can be exercised during the original term of the
option. All unvested options will vest immediately and full term will be available for exercising the options.
(e) The movement in the stock options during the year ended March 31, 2009 was as per the table below:
Particulars Year ended as at March 31, 2009
Opening balance of options outstanding Nil
Granted during the year 1237000
Closing balance of options outstanding 1237000
Exercisable at the end of the year (Included in closing balance of options outstanding) 247400
(f) The Committee, vide resolution passed at its meeting held on 16th June, 2009, has revised the exercise price of such
options from Rs.77.50 to Rs.35.00 per option in accordance with the provisions of the said Guidelines.
8. Sundry creditors include bills payable for purchase of material Rs.3,546.70 lacs (Previous year Rs. 50,397.54 lacs).
9. Purchases are net of Rs.15,841.42 lacs (Previous year net of Rs. 1,913.77 lacs) and sales are net of Rs. 2,156.39 lacs (Previous
year net of Rs. 1,514.89 lacs) respectively towards difference arising on account of fluctuation in the rate of exchange.
10. Other operating income includes the following :
Gain from transactions on commodity exchange Rs. 3,744.92 lacs (Previous year Rs 907.73 lacs)
11. Other Expenses included the following :
Loss from Swaps/Derivatives Rs.472.83 lacs (Previous year Rs. 38.49 lacs)
12. The Company has consistently followed the practice of netting the interest earned by it against interest paid.
The aggregate interest earned and expended is set out in Schedule 19.
13. Fixed assets include assets having written down value of Rs. 765.34 lacs (Previous year Rs. 743.59 lacs) representing
plant & machinery & equipment which are not wholly used. The Company is in the process of finding alternate use of
such assets or their ultimate disposal.
14. During the year, the Company has availed buyers’ credit. The amount of Rs. 92,274.64 lacs (Previous year
Rs. 74,226.08 lacs) outstanding on account of buyers’ credit as at 31st March, 2009 is guaranteed by the banks against
fixed deposits of Rs. 92,452.00 lacs (Previous year Rs. 72,857.00 lacs) placed with them. In the balance sheet, the said
amount of Rs. 92,274.64 lacs (Previous year Rs. 74,226.08 lacs) has been included under unsecured loans from banks
and financial institutions in Schedule No. 4 and the aforesaid fixed deposits are included under bank balances with
schedule banks in deposit account in Schedule No. 9.

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15. The Balance with Non Scheduled Banks comprises balance in deposit Account with Jila Sahakari Kendriya Bank Maryadit
Rs. 0.11 lacs (Previous year Rs. 0.11 lacs) (Maximum balance at any time during the year Rs. 0.11 lacs).
16. During the year, the Company entered into Agreement with a bank under which it undertook to disburse loans to farmers
against amounts receivable by them from the Company towards purchases made by the Company. The Company made
purchases from farmers and obtained re-imbursement (outstanding as on 31st March, 2009 Rs. 4,193.32 lacs) towards
payments made to farmers against such purchases. The Company is bearing the interest on this amount and has assured
the Bank the repayment by giving post-dated cheques.The said amount has been included in Schedule 12 as current
liabilities.
17. From the current year, items of fixed assets, costing Rs. 5,000/- or less have been written off fully in the year of purchase.
Hitherto these were written off on pro rata basis with reference to the month of additions. This change in the method of
accounting has no material impact on the profit for the year.
18. From the current year, with effect from 1st July, 2008, following implementation of SAP transaction system, inventories
are valued at lower of cost arrived at on Moving Average Price (MAP) method or net realisable value. Hitherto cost was
arrived at on First in First out (FIFO) method. The impact of the change in method of stock valuation on the profit for the
year is, however, not determinable.
19. During the year, the Company has changed the method of accounting in respect of year end receivable/payables in case
of transactions covered by forward exchange contracts. Hitherto year end receivables/payables in cases of transaction
covered by forward exchange contracts were translated at contracted rates and difference between spot rate at the date of
transaction and contracted rate was being spread over the life of the contract. From the current year, year end receivables/
payables are translated at the year end rates. The premium/discount arising at the inception of the contract is spread over
the life of the contract. The exchange variation, if any, is accounted in the year in which exchange rate changes.
This change has no impact on the profit for the year.
20. Expenditure incurred during construction period has been dealt with as under:
2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
Power & fuel 23.32 22.17
Salaries & wages 35.34 11.72
Staff welfare 2.79 0.37
Travelling & Conveyance expenses 15.07 1.50
Rent 1.41 0.07
Freight & Forwarding 26.70 2.46
Rates & Taxes 15.46 0.18
Repair & Maintenance 208.99 1.12
Consumables 0.05 0.04
Insurance Charges 10.80 —
Manufacturing Exp. 3.61 —
Other expenses 135.62 33.88
479.16 73.51
Less: Allocated to buildings & plant & machinery & capitalized 254.13 72.15
Balance pending allocation to be capitalized 225.03 1.36

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

86
22. Prior period income/expenses included under respective heads is as under :
2008-09 2007-08
Expenditure (Rs. in lacs) (Rs. in lacs)
Repair & Maintenance 0.47 45.66
Rent 7.30 21.27
Brokerage — 3.44
Freight 105.69 33.03
Interest — 0.61
Insurance 2.36 8.62
Wages — 1.20
Stores Consumption — 19.14
Sundry Packing Material — 0.89
Rates & Taxes 14.54 53.56
Other expenses 146.06 16.83
Depreciation — (1.52)
Income
Power & Fuel — 264.76
Insurance claim received 19.60 0.07
23. a) Segment information required to be disclosed in accordance with Accounting Standard 17 (AS-17) on Segment
Reporting is given in para (c) below.
b) i) The Group has disclosed business segment as the primary segment. Segments have been identified taking into
account the type of products and the differing risks and returns and internal reporting system. The various
segments identified by the company comprise as under:
Extractions — All types of seed extractions
Vanaspati — Vanaspati
Oils — Crude oils, refined oils
Food Products — Textured soya protein, soya flour, fruit juice, soya milk
Others — Gram, Wheat, Rice, Maize, Seeds, Coffee, Marine product, Tuar, Peas, Barley, Soap,
Fresh Fruit Bunch, Seedling and Plant & Machinery (Equipment).
By-products related to each segment have been included under the respective segment.
ii) Extractions is considered as the primary product resulting from the solvent extraction process and crude oil the
secondary product. While computing segment results, all costs related to solvent extraction process are charged
to the extraction segment and recovery on account of crude oil is credited to the said segment. Credit for
recovery of crude oil is taken on the basis of average monthly market price.
iii) The Company has disclosed geographical segments as the secondary segment. Secondary segments comprise
of domestic market & export market.
iv) Segment revenue, segment results, segment assets and segment liabilities include respective amounts directly
identified with the segment and also an allocation on reasonable basis of amounts not directly identified.
The expenses which are not directly relatable to business segment, are shown as unallocated corporate cost.
Assets and Liabilities that can not be allocated between the segments are shown as unallocated corporate
assets & Liabilities respectively.
(v) The Company has re-classified the segments and has included its products, viz. texturised soya protein, soya
flour, fruit juice and soya milk into a new segment 'Food Products'. Segmentwise revenue, results and capital
employed for the preceding financial year have accordingly been re-grouped.

87
 c) Segment Information
(Rs. in lacs)
Extractions Vanaspati Oils Food Products Others Unallocable Total

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

External Revenue
Domestic Sales 86,722.26 58,218.12 96,755.76 92,662.61 8,05,244.40 7,72,531.12 15,509.64 15,978.85 26,723.68 22,676.60 49.15 51.53 10,31,004.89 9,62,118.83
Export Sales 1,82,035.96 1,79,668.61 24.97 — 9,478.99 3,429.86 4,878.35 243.39 50,553.75 26,559.11 — — 2,46,972.02 2,09,900.97
Total External Revenue 2,68,758.22 2,37,886.73 96,780.73 92,662.61 8,14,723.39 7,75,960.98 20,387.99 16,222.24 77,277.43 49,235.71 49.15 51.53 12,77,976.91 11,72,019.80
Add: Intersegment Sales 1,21,008.46 1,40,404.94 — — 65,579.91 59,782.66 — — — — — — 1,86,588.37 2,00,187.60
Total Segment Revenue 3,89,766.68 3,78,291.67 96,780.73 92,662.61 8,80,303.30 8,35,743.64 20,387.99 16,222.24 77,277.43 49,235.71 49.15 51.53 14,64,565.28 13,72,207.40
Segment Results before
Interest & Tax 6,803.88 10,305.09 1,047.28 1,928.75 11,242.29 20,829.96 1,227.42 812.25 105.45 2447.48 47.58 49.32 20,473.90 36,372.85
Less: Interest 4,756.04 9,981.51
Profit before taxation 15,717.86 26,391.34
Provision for taxation
Current tax 1,971.90 5,781.80
Deffered tax 3,299.95 2,999.58
Fringe Benefit tax 181.12 175.00
Short/(Excess) provision
for tax for earlier years 516.84 851.34
Profit after tax 9,748.05 16,583.02
SEGMENT ASSETS 76,488.29 1,43,744.41 26,869.00 33,054.29 3,49,133.99 3,26,369.73 4,139.11 6,248.77 19,991.03 34,711.61 1,47,328.45 79,611.04 6,23,949.88 6,23,739.85
SEGMENT LIABILITIES 19,086.18 76,151.79 7,158.58 20,239.84 2,36,718.16 1,98,420.56 473.33 394.64 317.87 7,501.66 49,986.09 4,472.58 3,13,740.20 3,07,181.07
Total cost incurred during the
year to acquire segment assets 20,195.21 1,848.09 492.90 432.78 4,972.93 3,466.23 111.72 487.78 2,891.07 11,864.43 1,274.92 1,848.23 29,938.75 19,947.54
Segment Depreciation 2,280.11 2,174.00 1,296.27 907.32 3,468.17 3,548.14 62.21 30.21 764.43 309.83 706.26 505.66 8,577.45 7,475.16
Non-Cash expenses other
than depreciation 0.76 0.38 0.29 0.20 3.09 2.55 0.06 0.04 0.16 0.34 0.22 — 4.59 3.63
Unallocable segment assets are as follows:
Investments 7,181.57 7,195.02
Advance Income Tax including TDS 16,954.87 10,150.69
Unallocable segment liabilities are as follows:
Secured Loan 71,259.16 75,876.57
Deffered Tax liabilities 13,477.62 10,177.67
Unsecured loan 1,13,890.72 1,23,108.47
Minority Interest (1,421.62) (1,220.19)
Provision for taxation 13,654.21 10,986.51

88
24. a) Disclosure of transactions with related parties, as required by Accounting Standard 18 (AS-18) relating to Related
Party Disclosures has been given in para (b) & (c) below. Related parties as defined under clause 3 of the Accounting
Standard have been identified on the basis of representation made by the key management personnel & information
available with the company.
b) Related party relationships
i) Parties where control exists
Ruchi Infrastructure Ltd.
ii) Key Management Personnel & their relatives
Mr. Dinesh Shahra, Managing Director
Mrs. Abhadevi Shahra, wife of the Managing Director
Ms. Amrita Shahra, Daughter of the Managing Director
Mr. Sarvesh Shahra Son of the Managing Director
Mr. Kailash Shahra, Brother of the Managing Director
Mr. Suresh Shahra, Brother of the Managing Director
Mr. Santosh Shahra, Brother of the Managing Director
Mr. A.B. Rao, Wholetime Director
Mr. S.P. Joshi, Wholetime Director (till - 27th July, 2009)
iii) Entities where Key Management Personnel or relatives of
Key Management Personnel have significant influence
Mahadeo Shahra & Sons
Mahadeo Shahra Sukrat Trust
Great Eastern Infrastructure Corporation Pvt. Ltd.
Ruchi Corporation Ltd.
Ruchi Bio Fuels Pvt. Ltd.
Ruchi Multitrade pvt. Ltd.
Ruchi Realty Pvt. Ltd.
Indivar Wellness Pvt. Ltd.
Shahra Brothers Pvt. Ltd.
Sunshine Oleochem Ltd.
Soyumm Marketing Pvt. Ltd.
Nirvana Housing Pvt. Ltd.
Bright Star Housing Pvt. Ltd.
Evershine Oleochem Pvt. Ltd. (Formerly - RSIL Holding Pvt. Ltd.)
Ruchi Marktrade Pvt. Ltd.
Shiva Foundation (Trust)
c) Related party transactions
(Previous year's figures are mentioned below current year's figures) (Rs. in lacs)
Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over Total
Personnel Management which KMP &
(KMP) Personnel their relatives
exercise significant
influence
Purchase of Goods
Ruchi Infrastructure Ltd. 15,605.40 15,605.40
7,426.38 7,426.38
Mahadeo Shahra & Sons 3,965.52 3,965.52
111.34 111.34
Ruchi Bio Fuels Pvt. Ltd. 1,251.47 1,251.47
— —
Ruchi Realty Pvt. Ltd. 6.09 6.09
— —
Sunshine Oleochem Ltd. 710.79 710.79
781.41 781.41
Total 15,605.40 5,933.87 21,539.27
7,426.38 892.75 8,319.13

89
(Previous year's figures are mentioned below current year's figures) (Rs. in lacs)
Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over Total
Personnel Management which KMP &
(KMP) Personnel their relatives
exercise significant
influence
Sale of Goods
Ruchi Infrastructure Ltd. 33,394.37 33,394.37
30,054.06 30,054.06
Mahadeo Shahra Sukrat Trust 0.79 0.79
— —
Sunshine Oleochem Ltd. 2,657.53 2,657.53
2,934.85 2,934.85
Total 33,394.37 2,657.53 36,051.90
30,054.06 2,935.64 32,989.70
Processing charges
received/receivable
Ruchi Infrastructure Ltd. 0.62 0.62
186.01 186.01
Storage charges paid
Ruchi Infrastructure Ltd. 712.50 712.50
804.08 804.08
Port hire charges paid
Ruchi Infrastructure Ltd. 414.03 414.03
452.93 452.93
Remuneration including
perquisities
Mr. Dinesh Shahra 122.83 122.83
119.69 119.69
Ms. Amrita Shahra 39.93 39.93
32.09 32.09
Mr. Sarvesh Shahra 21.35 21.35
15.34 15.34
Mr. A.B. Rao 18.26 18.26
14.31 14.31
Mr. S.P. Joshi 12.75 12.75
8.99 8.99
Mr. Kailash Shahra 29.15 29.15
50.00 50.00
Total 153.84 90.43 244.27
142.99 97.43 240.42

90
(Previous year's figures are mentioned below current year's figures) (Rs. in lacs)
Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over Total
Personnel Management which KMP &
(KMP) Personnel their relatives
exercise significant
influence
Sitting fees paid
Mr. Kailash Shahra 0.26 0.26
0.28 0.28
Investment in preference shares
Sunshine Oleochem Ltd. — —
500.00 500.00
Others
Sunshine Oleochem Ltd. — —
3.20 3.20
Interest received/receivable (net)
Ruchi Realty Pvt. Ltd. 0.83 0.83
1.10 1.10
Ruchi Marktrade Pvt. Ltd. 11.21 11.21
8.15 8.15
Soyumm Marketing Pvt. Ltd. — —
87.05 87.05
Ruchi Bio Fuels Pvt. Ltd. — —
0.23 0.23
Rent paid
Mahadeo Shahra & Sons 0.84 0.84
0.24 0.24
Shahra Brothers Pvt. Ltd. 1.32 1.32
1.32 1.32
Mrs. Abhadevi Shahra 9.00 9.00
1.20 1.20
Shiva Foundation (Trust) 6.21 6.21
— —
Lease rent receivable
Sunshine Oleochem Ltd. 4.20 4.20
3.93 3.93
Donation given
Mahadeo Shahra Sukrat Trust 42.30 42.30
11.30 11.30
Security deposit paid
Shiva Foundation 900.00 900.00
— —
Amount Receivable
Ruchi Infrastructure Ltd. 1,612.83 1,612.83
2,539.20 2,539.20
Ruchi Marktrade Pvt. Ltd 29.56 29.56
74.11 74.11

91
 (Previous year's figures are mentioned below current year's figures) (Rs. in lacs)
Particulars Subsidiary Associates Key Management Relatives of Key Enterprises over Total
Personnel Management which KMP &
(KMP) Personnel their relatives
exercise significant
influence
Shiva Foundation 900.00 900.00
— —
Sunshine Oleochem Ltd. 1,254.84 1,254.84
2,208.23 2,208.23
Ruchi Realty Pvt. Ltd. — —
15.64 15.64
Soyumm Marketing Pvt. Ltd. — —
68.16 68.16
Ruchi Bio Fuels Pvt. Ltd. — —
850.18 850.18
Mahadeo Shahra & Sons — —
9.21 9.21
Total 1,612.83 2,184.40 3,797.23
2,539.20 3,225.53 5,764.73
Amount payable
Ruchi Infrastructure Ltd. 45.69 — 45.69
— — —
Shahra Brothers Pvt. Ltd. 7.78 7.78
4.50 4.50
Ruchi Realty Pvt. Ltd. 0.66 0.66
— —
Ruchi Bio Fuels Pvt. Ltd. 20.54 20.54
— —
Shiva Foundation 4.80 4.80
— —
Soyumm Marketing Pvt. Ltd. — —
15.07 15.07
Mahadeo Shahra & Sons 42.08 42.08
— —
Total 45.69 75.86 121.55
— 19.57 19.57
Note : Remuneration paid to Managing Director (Key Management Personnel) excludes expenditure on rent free
accommodation since rent is paid to relative of key management personnel and the same has been disclosed separately.

92
25. Earnings Per Share:
2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
a) Basic earnings per share
i) Profit after tax 9,748.05 16,583.02
Less : Preference dividend including tax thereon 211.73 211.73
Profit attributable to equity shareholders 9,536.32 16,371.29

(ii) Weighted average number of equity shares :

Equity shares of Rs 2/- each as at the beginning of the year 18,87,90,060 18,87,90,060
Add : Adjustment for equity shares issued during the year — 17,534
18,87,90,060 18,24,07,594

Basic earning per share (Rs.) 5.05 8.98

b) Diluted earnings per share

Profit attributable to equity shareholders
[as per working above] 9,536.32 16,371.29
9,536.32 16,371.29
Weighted average number of equity shares 18,87,90,060 18,24,07,594
(As per working above)
Add: Increase in shares on account of dilutive
potential equity shares — 83,92,966
18,87,90,060 19,08,00,560

Diluted earning per share (Rs.) 5.05 8.58

26. The break-up of the deferred tax liability up to the year ended 31.03.2009 is as under:-
(Rs. in lacs)
Liability/ (Asset) on account of For the period For the year Total upto
Upto 31.03.2008 Ended 31.03.2009 31.03.2009
Depreciation 10,481.75 3,367.17 13,848.92
Provision for doubtful debts/advances (164.00) (68.00) (232.00)
Disallowance under the Income Tax Act (140.00) 5.70 (134.30)
Diminution in value of Investment (0.08) (4.92) (5.00)
Net deferred tax liability (asset) 10,177.67 3,299.95 13,477.62
27. I. The Company has entered into the following derivative instruments:
a) The Company uses foreign currency/forward contracts to hedge its risks associated with foreign currency fluctuations
relating to certain firm commitments and forecasted transactions. The Company does not use forward contracts for
speculative purposes.

93
The following are the outstanding Forward Exchange Contacts entered into by the Company as on 31st March, 2009 :
2008-09 2007-08
Particulars No. of US Dollar INR No. of US Dollar INR
Contracts Equivalent Equivalent Contracts Equivalent Equivalent
(in lacs) (in lacs) (in lacs) (in lacs)
Covers against exports 35 484.14 24,054.31 47 816.15 32,456.41
Amount receivable in
foreign currency on account
of the following:
Sale of goods — — — — — —
Amount payable in foreign
currency on account of the following :
Import of goods and services 207 6,092.11 3,06,943.84 80 4,325.61 1,72,904.38
Loans and interest payable 48 1,745.67 88,000.16 29 918.70 36,811.53

2008-09 2007-08
Particulars No. of JPY INR No. of JPY INR
Contracts Equivalent Equivalent Contracts Equivalent Equivalent
(in lacs) (in lacs) (in lacs) (in lacs)
Amount payable in foreign currency
on account of the following :
Loans and interest payable 3 6,440.44 3,637.11 1 7058.53 2425.00
b) The Company also uses derivative contracts other than forward contracts to hedge the interest rate and currency risk
on its capital account. The Company does not use these contracts for speculative purposes.
i) Option contracts to hedge against imports :
2008-09 2007-08
No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent
Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)
— — — — — —
ii) Coupon Rate Swap to hedge against fluctuations in interest rate :

2008-09 2007-08
No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent
Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)
— — — — — —
iii) Currency swaps to hedge against fluctuations in changes in exchange rate and interest rate :
2008-09 2007-08
No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent
Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)
— — — 1 100.00 3,932.00
iv) Options to hedge against exports :
2008-09 2007-08
No. of US Dollar Equivalent INR Equivalent No. of US Dollar Equivalent INR Equivalent
Contracts (in lacs) (in lacs) Contracts (in lacs) (in lacs)
— — — — — —

94
 II. The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are
given below :
2008-09 2007-08
Particulars Foreign Currency INR Equivalent Foreign Currency INR Equivalent
Equivalent (in lacs) (in lacs) Equivalent (in lacs) (in lacs)
Amount receivable in foreign
currency on account of the following :
Sale of goods — — — —
USD 28.91 1,474.93
EURO 0.83 54.76
Sale of Merchandise (USD) 363.94 17,806.21 594.07 23,655.95
Bank Balance — — — —
Amount payable in foreign currency
on account of the following :
Import of goods and services 348.81 17,757.93 1,349.35 54,191.61
Purchase of Merchandise Exports 35.00 1,806.97 581.15 23,051.58
Loans and interest payable 60.75 3,108.21 21.30 855.63
Customer Advance — — — —

2008-09 2007-08
Particulars JPY Equivalent INR Equivalent JPY Equivalent INR Equivalent
(in lacs) (in lacs) (in lacs) (in lacs)
Amount payable in foreign
currency on account of
the following :
Loans and interest payable — — 48.28 19.62

28. Figures pertaining to the subsidiary, associate and the trust, where the company is the beneficiary have been reclassified
to bring them in line with parent Company’s financial statements.
29. Previous year figures have been regrouped wherever necessary.

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

(D. P. SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRA

Partner Company Secretary Vice President Managing Director
Membership No. 40740 (Corporate Accounts)

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

95
CASH FLOW STATEMENT ANNEXED TO BALANCE SHEET AS AT 31ST MARCH, 2009
2008 - 09 2007 - 08
(Rs. in lacs) (Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
A. CASH FLOW FROM OPERATING ACTIVITIES
Net profit as per profit and loss account 15,717.85 26,391.34
Adjustment for :
Depreciation 8,577.45 7,475.14
Interest paid 17,092.93 17,141.32
Miscellaneous expenditure written off 4.59 3.63
Employee Compensation expenses 38.76 —
Provision for wealth tax 8.15 6.67
Provision for Doubtful debts/Advances 200.36 406.54
Goodwill writtten off — (0.50)
Minority interest in Associate — 5.96
Interest received (12,336.89) (7,159.81)
Investment written off 0.10 —
Dividend received (49.15) (51.52)
Provision for Income Tax written off — 0.01
Provision for Leave encashment / Gratuity 187.75 52.51
Loss on sale of assets 21.07 5.09
Loss on sale of Investments — 5.10
Provision for diminution in investments 13.61 0.10
Profit on sale of assets (90.35) (226.74)
Profit on sale of investments (640.18) (61.35)
13,028.20 17,602.15
Operating profit before adjusting for the
changes in working capital 28,746.05 43,993.49
Adjustments for :
Decrease/(increase) in inventories 69,241.09 (1,24,995.92)
Increase in debtors (10,141.83) (22,807.05)
Increase in other current assets
including loans and advances (20,242.97) (26,536.15)
Increase in liabilities 6,221.38 45,077.67 1,44,241.46 (30,097.66)
Cash flow from operations 73,823.72 13,895.83
Taxes paid (net of refund) including dividend tax (7,031.16) (6,621.77)
NET CASH FROM OPERATING ACTIVITIES 66,792.56 7,274.06
B. CASH FLOW FROM INVESTING ACTIVITIES
Interest received 12,336.89 7159.81
Purchase of fixed assets (30,604.82) (19,947.54)
Sale of fixed assets 897.65 329.58
Purchase of investments (12,58,833.33) (1,57,975.76)
Sale of investments 12,59,473.25 1,54,088.14
Dividend received 49.15 51.52
NET CASH USED IN INVESTING ACTIVITIES (16,681.21) (16,294.25)
C. CASH FLOW FROM FINANCING ACTIVITIES
Allotment money and premium received 12.00 7,220.31
Issue of Preference shares (0.49) —
Increase/(decrease) in secured/unsecured loans (13,835.16) 38,070.85
Dividend paid (1,124.92) (1,056.44)
Interest paid (17,092.93) (17,141.32)
Intercorporate deposits (given/refunded) (144.11) (2,039.86)
NET CASH FROM FINANCING ACTIVITIES (32,185.61) 25,053.54
Net increase in cash and cash equivalents (A+B+C) 17,925.74 16,033.35
Opening balance of cash and cash equivalents 95,947.27 79,913.92
Closing balance of cash and cash equivalents 1,13,873.01 95,947.27
Increase in cash or cash equivalents 17,925.74 16,033.35

As per report of even date attached For and on behalf of the Board of Directors
For and on behalf of
P.D.KUNTE & CO.,(Regd)
Chartered Accountants KAILASH SHAHRA
Chairman
(D. P. SAPRE) R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRA
Partner Company Secretary Vice President Managing Director
Membership No. 40740 (Corporate Accounts)
Indore, August 29, 2009 Indore, August 29, 2009

96
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT 1956, RELATING TO THE INTEREST IN
THE SUBSIDIARY COMPANY

1. Name of the subsidiary company Ruchi Worldwide Ltd.

2. The Financial year of the subsidiary company
ended on 31st March, 2009
3. Date from which it became subsidiary 10th August, 1996
4. (a) No. of shares held by Ruchi Soya Industries Ltd. 99,40,700 Equity Shares of Rs.10/- each
(Holding Company) in the subsidiary company. fully paid up
(b) Extent of interest of Holding Company at the
end of the financial year of the Subsidiary Company. 52.48%
5. Net aggregate amount, so far as it concerns the
members of Ruchi Soya Industries Limited and is not dealt
with in the Company’s accounts of the subsidiary’s profits:
(a) Profit / (loss) for the Subsidiary’s previous financial year. Rs.220.37 lacs
(b) Profit/(loss) for the previous financial years
of the subsidiary since it became the Subsidiary of
Ruchi Soya Industries Ltd. Rs. 1,134.87 lacs
6. Net aggregate amount of the Profits of the subsidiary
so far as those Profits are dealt with in Ruchi Soya Industries
Limited’s accounts.
(a) For the Subsidiary’s financial year. –
(b) For the previous financial years, since it became
the Subsidiary of Ruchi Soya Industries Ltd. Rs. 343.13 lacs

For and on behalf of the Board of Directors

KAILASH SHAHRA
Chairman

Place : Indore R.L. GUPTA MAHESH AGRAWAL DINESH SHAHRA

Date : August 29, 2009 Company Secretary Vice President (Corporate Accounts) Managing Director

97
 RUCHI WORLDWIDE LIMITED
(A subsidiary company)

THIRTEENTH ANNUAL REPORT

2008-2009

Board of Directors : Mr. Dinesh Shahra

Mr. Naveen Gupta
Mr. S.P. Joshi

Registered Office : 408, Tulsiani Chambers,

Nariman Point,
Mumbai – 400 021

Bankers : ICICI Bank Limited

Oriental Bank of Commerce
Corporation Bank
Standard Chartered Bank
Yes Bank Limited
HDFC Bank Limited

Auditors : M.M. Singla & Co.

98
Directors’ Report
Dear Shareholders,
Your directors have pleasure in presenting the thirteenth Annual Report together with the audited statement of accounts of the
Company for the year ended 31st March, 2009 :

FINANCIAL RESULTS : 2008-09 2007-08

(Rs. in lacs) (Rs. in lacs)
Sales and other income 1,03,559.71 1,15,862.55

Profit before taxation 642.88 1,017.25

Provision for current tax 221.90 345.80
Taxation for earlier years — 10.96
Provision for deferred tax (0.05) (0.43)
Provision for fringe benefit tax 1.12 0.60

Profit after taxation 419.91 660.32

Balance brought forward from previous year 2,162.48 1,502.16

Amount available for appropriation 2,582.39 2,162.48

APPROPRIATION
Balance carried to Balance Sheet 2,582.39 2,162.48

DIVIDEND :

Your Directors express their inability to declare dividend on equity shares in order to plough back the profit and strengthening
the networth of the Company.

OPERATIONS :

During the year under review, the sales and other income of the Company has been recorded as Rs.1,03,559.71 lacs as against
Rs. 1,15,862.55 lacs in the previous financial year. The Company recorded profit after tax of Rs. 419.91 lacs as against
Rs. 660.32 lacs in the previous year.

The performance of the Company for the financial year under review is affected by the slow-down in international market.

DIRECTORS :

Mr. Dinesh Shahra, Director of the Company retires by rotation in accordance with the provisions of Articles of Association of
the Company and being eligible, offers himself for re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT :

As stipulated under Section 217(2AA) of the Companies Act, 1956, your directors subscribed to the “Directors’ Responsibility
Statement” and confirm as under :
(i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with
proper explanations relating to material departures;
(ii) that the Directors had selected appropriate accounting policies and applied them consistently, and made judgements 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 2008-09 and of the profit of the Company for that period;

99
(iii) that 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

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

PARTICULARS OF EMPLOYEES :

There being no employee who is in receipt of remuneration in excess of limits prescribed under Section 217 (2A) of the
Companies Act, 1956, the information required under the said Section is not furnished.

FIXED DEPOSITS :

The Company has not accepted any deposit from the public during the year under review.

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

Since, the Company did not have any manufacturing activity during the year under review, the particulars of conservation of
energy and technology absorption are not furnished.

During the year, the foreign exchange earned on export was Rs. 11,381.45 lacs (Previous year Rs. 24,304.61 lacs) and the
foreign exchange outgo was Rs.71,933.90 lacs (Previous year Rs. 55,167.65 lacs).

AUDITORS :

The Auditors M/s M.M. Singla & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible
for re-appointment.

ACKNOWLEDGMENT :

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

For and on behalf of the Board of Directors

Place : Mumbai DINESH SHAHRA

Date : 22nd August, 2009 Director

100
Auditors’ Report
THE MEMBERS OF RUCHI WORLWIDE LIMITED
We have audited the attached Balance Sheet of Ruchi Worldwide Ltd. as at 31st March, 2009 , the Profit & Loss Account and the
Cash Flow Statement for the year ended on that date annexed thereto. These Financial statements are the responsibility of the
company management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) Order,2004,
(‘the Order’) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we
enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the annexure referred to in paragraph 2 above, we report that :

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purpose of our audit.

b) In our opinion proper books of accounts as required by law have been kept by the company, so far as appears from
our examination of the books.

c) The Balance Sheet, the Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement
with the books of account.

d) In our opinion, the Profit & Loss account, Balance Sheet and Cash Flow Statement dealt with by this report comply
with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the Directors of the Company and taken on record by the Board
of Directors, we report that no Directors are disqualified as at 31st March, 2009 from being appointed as Directors in
terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said Balance
Sheet, Profit & Loss Account and Cash Flow Statement read with notes thereon give the information required by the
Companies Act, 1956 in the manner so required and give a true and fair view.

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2009.

ii) In the case of Profit & Loss Account, of the profit of the company for the year ended on that date and;

iii) In the case of Cash Flow Statement of the Cash Flows for the year ended on that date.

For M.M.Singla & Co.

Chartered Accountants

(MURLI M.SINGLA)
Place : Mumbai Proprietor
Date : 22nd August, 2009 (Membership No. 40366)

101
ANNEXURE REFERRED TO IN PARAGRAPH (1) OF THE AUDITORS’ REPORT ON THE ACCOUNTS OF RUCHI
WORLDWIDE LTD. FOR THE YEAR ENDED 31ST MARCH, 2009.

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed
assets. We are informed that during the year, these assets were physically verified by the management and no serious
discrepancies have been noticed on such verification.

2. As the company has not disposed off any fixed assets during the year, paragraph 4(i)(c) of the Order is not applicable.

3. We have been informed that the inventories have been physically verified by the management during the year. In our
opinion, the frequency of verification is reasonable, except for stocks lying with third parties at the year end, which has
been confirmed by them.

4. The procedure of physical verification of inventories followed by the management are reasonable and adequate in
relation to the size of the company and the nature of its business.

5. The discrepancies noticed on physical verification of inventories as compared to the book records which have been
properly dealt with in the books of account, were not material.

6. According to the information and explanations given to us, the company has neither granted nor taken any loan, secured
or unsecured to/from companies, firms or other parties covered in the register maintained under Section 301 of the
Companies Act, 1956.

7. In our opinion, there is an adequate internal control procedure commensurate with size of the company and the nature
of its business for the purchases of stock in trade and sale of goods. During the course of our audit, no major weakness has
been noticed in the internal control.

8. a. In our opinion and according to the information and explanations given to us, the transactions for the year that
needed to be entered in the register maintained under section 301 of the Companies Act, 1956, have been so
entered.

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

9. According to the information and explanations given to us, the company has not accepted any deposit from the public to
which provisions of section 58A and 58AA of the Companies Act, 1956 and the rules made thereunder apply.

10. The company has an internal audit system commensurate with its size and nature of its business.

11. The maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 is not applicable to the Company.

12. As informed to us, the provisions of Employees Provident Fund Act, 1952, are not applicable to the Company for the year
under report.

13. a. There are no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty as at
31st March, 2009, which are outstanding for a period of more than six months from the date they become payable.

b. As at 31st March 2009, following disputed statutory dues aggregating to Rs. 220 lacs have not been deposited on
account of matters pending before the appropriate authorities.

102
 Name of the Statute Nature of dues is pending Forum where dispute Amount disputed
is pending (Rs. in lacs)

Customs Act Customs Duty High Court 220

14. The Company does not have any accumulated losses and has not incurred any cash losses during the current financial
year and the immediately preceding financial year.

15. Based on examination of the books of account and related records and according to the information and explanations
provided to us, the company has not defaulted in repayment of dues to the banks.

16. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and
other securities.

17. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/
mutual benefit fund/society.

18. The Company does not deal or trade in shares, securities, debentures and other investments.

19. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by
others from bank or Financial Institutions.

20. In our opinion and according to the information and explanations given to us, the working capital loan raised during the
year have been applied for the purpose for which they were raised.

21. According to the information and explanations given to us and on an overall examination of the Balance Sheet and Cash
Flows of the Company, we report that the Company has not utilized funds raised on short-term basis for long term
investment and vice-versa.

22. The Company has not issued any debentures during the year .

23. During the year, since the Company has not raised money by way of public issue, paragraph 4(xx) of the Order is not
applicable.

24. According to the information and explanations given by the Management, we report that, no fraud on or by the Company
has been noticed or reported during the course of our audit for the year ended 31st March, 2009.

25. We have given our comments on the clauses which are applicable to the company.

For M.M.Singla & Co.

Chartered Accountants

(MURLI M.SINGLA)
Place : Mumbai Proprietor
Date : 22nd August, 2009 (Membership No. 40366)

103
Balance Sheet
AS AT 31ST MARCH, 2009

Sch. 2008-2009 2007-2008

No. (Rs. in lacs) (Rs. in lacs)
I. SOURCES OF FUNDS
1. Shareholders’ Funds
a. Share Capital 1 1,894.07 1,894.07
b. Reserves & Surplus 2 2,607.35 2,187.44
2. Loan Funds
a. Secured Loans 3 1,472.07 6,025.50
b. Unsecured Loans 4 11,593.34 37,001.63
17,566.83 47,108.64

II. APPLICATION OF FUNDS

1. Fixed Assets 5
a. Gross Block 29.84 21.38
b. Less : Depreciation (17.11) (15.59)
c. Net Block 12.73 5.79
2. Current Assets, Loans & Advances
a. Sundry Debtors 6 25,498.13 14,214.39
b. Cash & Bank Balances 7 12,385.52 38,048.75
c. Loans and Advances 8 3,707.34 4,457.79
d. Inventories 9 1,685.15 8,036.10
43,276.14 64,757.03
Less : Current Liabilities & Provisions
a. Current Liabilities 10 24,894.88 17,051.89
b. Provisions 11 831.63 607.70
25,726.51 17,659.59
Net Current Assets 17,549.63 47,097.44
3. Net Deferred Tax Asset 0.53 0.48
4. Miscellaneous Expenditure 12 3.94 4.93
(To the extent not written off or adjusted)
17,566.83 47,108.64

NOTES TO THE ACCOUNTS 16

As per our report of even date attached For and on behalf of the Board of Directors

For M. M. SINGLA & CO. DINESH SHAHRA

Chartered Accountants Director

(MURLI M. SINGLA) NEERAJ JAIN

Proprietor Company Secretary S.P. JOSHI
(Membership No. 40366) Director

Mumbai, 22nd August, 2009 Mumbai, 22nd August, 2009

104
 Profit & Loss Account
FOR THE YEAR ENDED 31ST MARCH, 2009

Sch. 2008-2009 2007-2008

No. (Rs. in lacs) (Rs. in lacs)

INCOME

Sales & Other Income 103,559.71 115,862.55

Increase/(Decrease) in Stock (6,483.52) 6,960.14

97,076.19 122,822.69

EXPENSES

Purchases 95,808.89 120,565.90

Material consumed 13 642.07 —

Other expenses 14 766.47 1,456.73

Interest (Net) 15 (785.64) (219.34)

Depreciation 1.52 2.15

96,433.31 121,805.44

Profit before taxation 642.88 1,017.25

Provision for taxation 221.90 345.80

Provision for taxation for earlier years — 10.96

Provision for deferred tax (0.05) (0.43)

Provision for fringe benefit tax 1.12 0.60

Profit after taxation 419.91 660.32

Balance brought forward from previous year 2,162.48 1,502.16

Profit available for appropriation 2,582.39 2,162.48

Balance carried to Balance Sheet 2,582.39 2,162.48

2,582.39 2,162.48

Earning per share (Basic and diluted in Rs.) 2.22 3.49

(See Note no. 16 of Schedule 16)

NOTES TO THE ACCOUNTS 16

As per our report of even date attached For and on behalf of the Board of Directors

For M. M. SINGLA & CO. DINESH SHAHRA

Chartered Accountants Director

(MURLI M. SINGLA) NEERAJ JAIN

Proprietor Company Secretary S.P. JOSHI
(Membership No. 40366) Director

Mumbai, 22nd August, 2009 Mumbai, 22nd August, 2009

105
SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2009 AND
PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2009
2008-2009 2007-2008
(Rs. in lacs) (Rs. in lacs)
SCHEDULE 1 : SHARE CAPITAL
Authorised
1,90,00,000 Equity Shares (Previous year 1,90,00,000 Equity
Shares) of Rs. 10/- each. 1,900.00 1,900.00
1,900.00 1,900.00
Issued, Subscribed & Paid up
1,89,40,700 Equity Shares (Previous year 1,89,40,700 Equity
Shares) of Rs.10/- each. 1,894.07 1,894.07
[99,40,700 Equity Shares (Previous year 99,40,700 Equity
Shares) of Rs.10/- each held by the holding Company i.e.
Ruchi Soya Industries Ltd. & its nominees]
1,894.07 1,894.07
SCHEDULE 2 : RESERVES & SURPLUS
General Reserve 24.96 24.96
Profit and Loss Account 2,582.39 2,162.48
2,607.35 2,187.44
SCHEDULE 3 : SECURED LOANS
Short term borrowings from Banks 1,472.07 6,025.50
(Secured by pari-passu charge by way of hypothecation of stocks
and book debts, personal guarantee of a director & corporate
guarantee of holding company) [Repayable within one Year
Rs.1,472.07 lacs (Previous year Rs. 6,025.50 lacs)]
1,472.07 6,025.50
SCHEDULE 4 : UNSECURED LOANS
Short term advances (Refer Note no. 12 of Schedule 16)
[Includes amount due to holding company Rs. 19.48 lacs
(Previous year Rs. Nil)] 11,593.34 37,001.63
11,593.34 37,001.63

SCHEDULE 5 : FIXED ASSETS (Rs. in lacs)

GROSS BLOCK DEPRECIATION NET BLOCK
Particulars As on As on Upto For the Upto As at As at
1.4.2008 Additions 31.3.2009 31.3.2008 year 31.3.2009 31.3.2009 31.3.2008
Office Equipment 12.25 0.62 12.87 8.86 0.66 9.52 3.35 3.39
Furniture & Fixtures 2.10 0.00 2.10 1.67 0.13 1.80 0.30 0.43
Vehicles 7.03 7.84 14.87 5.06 0.73 5.79 9.08 1.97
Total 21.38 8.46 29.84 15.59 1.52 17.11 12.73 5.79
Previous year 19.36 2.02 21.38 13.44 2.15 15.59 5.79
2008-2009 2007-2008
(Rs. in lacs) (Rs. in lacs)
SCHEDULE 6 : SUNDRY DEBTORS
(Debts considered good)
Over six months 12.96 112.36
Other debts 25,485.17 14,102.03
[includes amount due from holding company
Rs. 115.39 lacs (Previous year Rs.Nil)]
25,498.13 14,214.39

106
 2008-2009 2007-2008
(Rs. in lacs) (Rs. in lacs)
SCHEDULE 7 : CASH & BANK BALANCES
Cash in hand 2.19 0.48
Balance with scheduled banks :
i) In Current Accounts 512.70 275.20
ii) In Deposit Accounts 11,870.63 37,773.07
(Refer Note no. 12 of Schedule 16)
12,385.52 38,048.75

SCHEDULE 8 : LOANS AND ADVANCES

Deposits 93.75 99.19
Advance Income Tax (including TDS) 1,069.77 624.66
Other advances recoverable in cash or in kind
or for the value to be received 2,543.82 3,733.94
3,707.34 4,457.79

SCHEDULE 9 : INVENTORIES
(Valued at lower of cost and net realisable value)
Raw material 132.57 —
Finished goods 1,552.58 8,036.10
1,685.15 8,036.10

SCHEDULE 10 : CURRENT LIABILITIES

Sundry Creditors 24,676.57 15,563.68
[includes amount due to holding company
Rs. Nil (Previous year Rs. 206.66 lacs)]
Other Liabilities 218.31 1,488.21
24,894.88 17,051.89

SCHEDULE 11 : PROVISIONS
Provision for Taxation 829.25 606.23
Provision for Gratuity 2.38 1.47
831.63 607.70

SCHEDULE 12 : MISCELLANEOUS EXPENDITURE

(To the extent not written off or adjusted)
Registration Fees & Stamp Duty 4.93 6.16
Less : Written off 0.99 1.23
3.94 4.93

SCHEDULE 13 : MATERIAL CONSUMED

Raw Material
Opening stock — —
Add : Purchases 774.64 —
Less : Closing stock 132.57 —
642.07 —

107
 2008-2009 2007-2008
(Rs. in lacs) (Rs. in lacs)
SCHEDULE 14 : OTHER EXPENSES
Processing Charges 16.56 —
Salary 48.34 29.67
Freight, Clearing & Forwarding expenses on sales 328.09 946.90
Export Expenses 51.19 264.11
Rent, Rates and Taxes 138.66 57.97
Travelling & Conveyance Expenses 11.40 5.00
Repairs and Maintenance 3.43 0.23
Legal & Professional Fees 23.01 17.08
Insurance 46.95 52.48
Brokerage on sales 77.70 59.32
Audit Fees 1.00 0.75
Miscellaneous Expenses 16.52 20.42
Registration Fees & Stamp Duty Expenses written off 0.99 1.23
Telephone & Postage 2.63 1.57
766.47 1,456.73

SCHEDULE 15 : INTEREST (Net)

Interest 677.93 978.81
Less : Interest received 1,463.57 1,198.15
[Tax deducted at source Rs.345.01 lacs (Previous year Rs. 237.04 lacs)]
(785.64) (219.34)

SCHEDULE – 16 : NOTES TO THE ACCOUNTS

1. Significant Accounting Policies :
a. Accounting Convention :
The Accounts have been prepared on historical cost basis.
b. Revenue Recognition :
The company follows mercantile system of accounting and recognises income and expenditure on accrual basis.
c. Valuation of Inventories :
Inventories, other than realisable by-products, are valued at lower of cost and net realisable value. The cost is
arrived at on moving average basis. The cost of manufactured products includes therein direct costs, production
overheads and depreciation. Realisable by products are valued at net realisable value. Cost of trading items includes
therein cost of purchase & other costs of acquisition attributable thereto.
d. Depreciation is provided on straight line basis at the rates prescribed in Schedule XIV to the Companies Act, 1956.
Depreciation is provided on pro-rata basis with reference to the month of addition/ installation/ disposal of assets,
except for low value items costing Rs 0.05 Lacs or less which are written off fully in the year of purchase.
e. Foreign Currency Transactions :
(i) Transactions in foreign currency are accounted at the exchange spot rate prevailing on the date of the transaction.
Year end receivables and payables are translated at year end rate of exchange. The difference on account of
fluctuation in the rate of exchange is recognised in the profit and loss account. In case of sales and purchases
the same is included under the respective heads.
(ii) In case of forward exchange contracts, premium/discount arising at the inception of the contracts is spread
over the life of the contracts. Exchange fluctuation on such contracts is recognized in the profit & loss account
in the year in which there is a change in exchange rates.
f. In respect of gratuity, the company has taken Group Gratuity cum Life Assurance Policy of Life Insurance Corporation
of India to cover its gratuity liability. Accordingly, the premium payable/ paid to Life Insurance Corporation of India
is charged to the Profit and Loss Accounts.
g. Provision for tax is made for both current and deferred taxes.Provision for current income tax is made on the current
tax rates based on assessable income. The Company provides for deferred tax based on the tax effect of timing
differences resulting from the recognition of items in the financial statements and in estimating its current tax

108
 provision. The effect on deferred taxes of a change in tax rate is recognized in income in the period that includes
the enactment date.
h. Employee benefits are recognized in accordance with revised Accounting Standard 15 as under :
(i) Short term employee benefits are recognized as expenses in the profit and loss account of the year in which
service is rendered.
(ii) Contribution to defined contribution schemes such as Provident Fund, Family Pension Fund and Superannuation
Fund are charged to the profit and loss accounts.
(iii) The defined benefit obligations in respect of gratuity and leave encashment are recognized on the basis of
valuation done by an independent actuary applying Project Unit Credit Method. The actuarial gain / loss
arising during the year are recognized in the profit and loss account of the year.
2. Contingent Liabilities not provided for :
No Provision has been made for Rs. 220 lacs (Previous year Rs. 220 lacs) being the amount in respect of which the
company has received demand notice from custom authorities, which has been disputed by the company. On a writ
petition filed by the company, the Honourable High Court of Madras has granted a stay order in favour of the Company.
The company has been advised that this demand has been incorrectly raised and is not payable.
3. Details of Raw Material Consumed :
2008-2009 2007-2008
Qty. (M.T.) (Rs. in lacs) Qty. (M.T.) (Rs. in lacs)
a Raw Material Consumption
Raw Coffee 1,067.948 642.07 — —
b Consumption of imported & indigenous raw material and percentage of each to the consumption.
2008-2009 2007-2008
Value % Value %
(Rs. in lacs) (Rs. in lacs)
Imported — — — —
Indigenous 642.07 100% — —

4. Details of Licensed and Installed Capacity, Production, Sales, Purchases and Stock.
2008-2009 2007-2008
Qty. (M.T.) Qty. (M.T.)
a Licensed Capacity
Oil N.A. N.A.
b Installed Capacity
Oil — —
c Production (done by others for the Company)
Coffee 642.000 —

2008-2009 2007-2008
Qty. (M.T.) (Rs. in lacs) Qty. (M.T.) (Rs. in lacs)
d. OPENING STOCK
Cotton 8,289.751 5,034.79 1,451.484 775.78
Grains 13,604.800 2,833.54 1,195.017 300.18
Coffee 203.000 167.77 — —
8,036.10 1,075.96

e. PURCHASES
Oils 1,93,778.430 79,745.27 2,67,845.377 88,446.81
Cotton 9,870.216 6,650.24 45,500.731 25,929.14
Grains 28,840.969 7,577.25 26,600.003 5,394.48
Coffee 3,273.256 2,610.77 778.890 795.47
96,583.53 1,20,565.90

109
 2008-2009 2007-2008
Qty. (M.T.) (Rs. in lacs) Qty. (M.T.) (Rs. in lacs)
f. SALES
Oils 1,93,778.430 80,000.24 2,67,845.377 88,832.25
Cotton 17,014.830 11,167.07 38,662.464 23,434.67
Grains 40,426.914 10,070.69 14,190.220 3,020.02
Coffee 2,696.260 2,299.00 575.890 571.43
1,03,537.00 1,15,858.37

g. CLOSING STOCK
Cotton 1,145.137 650.48 8,289.751 5,034.79
Grains 2,018.855 473.61 13,604.800 2,833.54
Coffee 779.996 561.06 203.000 167.77
1,685.15 8,036.10
Note : Sales & Purchases quantity include shortages & excess, if any.
5. Deferred Tax:
(Asset) / Liability Deferred tax Current Deferred Tax
Charges/(Credit) (Asset)/Liability (Assets)/Liability
As on 01.04.2008 As on 31.03.2009
(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
Deferred tax liability
Difference between book and 0.48 0.05 0.53
Income tax depreciation
Deferred tax assets
Disallowance under section 43 B Nil Nil Nil
and other disallowances
Deferred tax Assets (Net) 0.48 0.05 0.53
In accordance with Accounting Standard 22 “Accounting for Taxes on Income“ issued by the Institute of Chartered
Accountants of India, the Company has provided for deferred tax liability during the year. This has resulted in a debit to
deferred tax of Rs. 0.05 lac (Previous year Rs. 0.42 lac) for the year and net profit for the year is higher by the same
amount.
The Company has adopted revised Accounting Standard 15 (AS-15) Employee Benefits issued by the Institute of Chartered
Accountants of India. Consequently, additional liability amounting to Rs. Nil [Previous year Rs. 0.14 lac (net of deferred
tax of Rs. 0.07 lac)] in respect of gratuity has been debited/ credited to the General Reserve.
6. The Company has adopted the revised Accounting Standard on Employee Benefits. The following disclosures are made
as required under AS 15.
Gratuity
(Rs. in lacs)

Change in obligation during the year ended 31st March, 2009

Obligation at the beginning of the year 1.77
Service cost 0.37
Interest Cost 0.17
Actuarial (Gains)/Losses 0.76
Benefits payments —
Obligations at the end of the year 3.07
Change in the fair value of plan assets
Fair value of plan assets at the beginning of the year 3.46
Expected return on plan assets 0.28
Contributions 0.07
Benefits paid —
Actuarial (Gains)/Losses 0.04
Fair value of plan assets at the end of the year 3.85

110
 Amount recognized in balance sheet
Present value of defined benefit obligation at the end of the year 3.07
Fair value of plan assets at the end of the year 3.85
Liability recognized in balance sheet 0.78
Balance sheet reconciliation
Net liability at the beginning of the year (1.69)
Expenses recognized during the year 0.98
Contributions during the year (0.07)
Net liability as at the end of the year (0.78)
Amounts recognized in the profit and loss account
Current service cost 0.37
Interest cost 0.17
Expected return on plan assets for the year (0.28)
Actuarial (Gains)/Losses 0.72
Expenditure recognized in the profit and loss account 0.98
Actual return on plan assets
Expected return on plan assets for the year 0.28
Actuarial (Gains)/Losses 0.04
Actual return on plan assets 0.32
Percentage of each category of plan assets to fair value of plan assets
Insurer managed funds 3.85
Actuarial assumptions
Discount Rate Current 8%
Salary escalation Current 6%
Rate of return on plan assets Current 8%
Other disclosures
a. Gratuity is payable to all employees at the rate of 15 days salary for each year of service subject to a maximum of
Rs 3.50 lacs.
b. Salary escalation is considered as advised by the company which is in line with the industry practice considering
promotion and demand and supply of the employees.
7. Audit Fees paid to auditor Rs. 1.00 lac (Previous year Rs. 0.75 lac).
8. Balance of Sundry creditors, sundry debtors and advances are partly confirmed.
9. CIF value of imports is Rs. 71,734.36 lacs (Previous year Rs. 55,167.41 lacs). Expenditure in foreign currency for export
Rs. 199.54 lacs (Previous year Rs. 0.24 lac).
10. FOB Value of exports is Rs. 11,284.26 lacs (Previous year Rs. 24,254.73 lacs). Income in foreign currency for claim &
settlement is Rs. 97.19 lacs (Previous year Rs. 49.88 lacs).
11. In the opinion of Board of directors, the current assets, loans and advances have value on realisation in the ordinary
course of business, at least equal to the amount at which they are stated in the Balance Sheet.
12. During the year, the company has availed buyers’ credit. The amount as of date is Rs. 11,573.86 lacs (Previous year
Rs. 37,001.63 lacs) outstanding on account of buyers’ credit as at 31st March 2009, is guaranteed by banks against fixed
deposit of Rs. 11,849.00 lacs (Previous year Rs. 37,750.00 lacs) placed with them. In the balance sheet, the said amount
of Rs. 11,573.86 lacs has been included under unsecured loan in Schedule no. 4 and the aforesaid fixed deposit are
included under bank balances with schedule banks in deposit account in schedule no. 7.
13. The Company is engaged in merchandising activities. No other activity qualifies as a reportable segment in terms of
AS – 17 issued by the Institute of Chartered Accountants of India. Hence, the disclosure requirement of AS – 17 is not
applicable.
14. Disclosure of Related party transactions as per AS-18 :
List of Related Parties and Relationships
Party Name Relation
1) Holding and Subsidiary Companies
Ruchi Soya Industries Ltd Holding Company
2) Entities where individuals having significant influence over the Company :
a) Shiva Foundation
b) Sunshine Oleochem Limited
c) RIFL Energy Pvt. Ltd.
d) Soyumm Marketing Pvt. Ltd.

111
 Particulars of Transactions with Related Parties : 2008-09 2007-08
(Rs. in lacs) (Rs. in lacs)
Sale of Goods 46,534.13 50,724.20
Amount Receivable 95.91 —
Amount Payable — 206.66
Unsecured Loan 19.48
Sundry Debtors 115.39
15. Earning Per Share 2008-09 2007-08
A) Weighted Average number of Equity Shares of Rs 10/- each :
Equity Shares as at the beginning of the year 1,89,40,700 1,89,40,700
Adjustment for shares issued during the year Nil Nil
Weighted average number of Equity Shares 1,89,40,700 1,89,40,700
B) Profit after tax and attributable to Equity Shareholders (Rs. in lacs) 419.91 660.32
C) Basic & diluted earning per share (Rs.) 2.22 3.49
16. I. Information relating to derivative instruments :
The Company uses foreign currency/forward contracts to hedge its risks associated with foreign currency fluctuations
relating to certain firm commitments and forecasted transactions. The company does not use forward contracts for
speculative purposes.
The following are the outstanding Forward Exchange Contracts entered into by Company as on 31st March, 2009 :
No. of Contracts USD Equivalent INR Equivalent
(in lacs) (in lacs)
2008-2009 2007-2008 2008-2009 2007-2008 2008-2009 2007-2008
Amount Payable in foreign currency
On account of the following :
Import of goods and services 24 7 464.18 264.79 23,314.29 10,552.07
Loans and interest payable 5 18 231.00 949.70 11,760.89 37,954.69
Covers against Exports 14 25 47.86 192.63 2,382.99 7687.24
II. Foreign exchange currency exposure not covered by derivative instrument or otherwise are given below :
Amount payable in foreign currency on account of the following :
US Dollar Equivalent INR Equivalent
(in lacs) (in lacs)
2008-2009 2007-2008 2008-2009 2007-2008
Import of goods and services 56.68 5.81 2899.71 233.31
Loans and interest payable 0.85 —- 43.51 —
17. Disclosures pursuant to Clause 32 the Listing Agreements :
a. Loans & advance in the nature of loans to subsidiary : Not Applicable
b. Loans & advance in the nature of loans to associates : Nil
c. Loans & advances in the nature of loans where there is no repayment
schedule or repayment beyond seven years. : Nil
d. Loans & advances in the nature of loans where there is no interest or
interest below section 372 A of the Company Act, 1956. : Nil
e. Loans & advances in the nature of loans to companies in which directors
are interested. : Nil
f. Investment by the loanee in the shares of Company, when the company
has made a loan or advance in the nature of loan. : Nil
18. Previous year's figures have been regrouped, wherever necessary.
19. Additional information as required under part IV of schedule VI to the Companies Act, 1956 is attached.
As per our report of even date attached For and on behalf of the Board of Directors

For M. M. SINGLA & CO. DINESH SHAHRA

Chartered Accountants Director

(MURLI M. SINGLA) NEERAJ JAIN

Proprietor Company Secretary S.P. JOSHI
(Membership No. 40366) Director
Mumbai, 22nd August, 2009 Mumbai, 22nd August, 2009

112
CASH FLOW STATEMENT ANNEXED TO BALANCE SHEET AS AT 31ST MARCH, 2009
2008-2009 2007-2008
(Rs. in lacs) (Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
A. CASH FLOW FROM OPERATING ACTIVITIES
Net profit as per profit and loss account 642.88 1,017.25
Adjustment for :
Depreciation 1.52 2.15
Interest paid 677.93 978.81
Provision for Gratuity 0.91 1.69
Miscellaneous expenditure written off 0.99 1.23
Interest received (1,463.57) (1,198.15)
Provision for Income Tax written off — 0.01
(782.22) (214.26)
Operating profit before adjusting for the
changes in working capital (139.34) 802.99
Adjustments for :
Decrease/(increase) in inventories 6,350.95 (6,960.14)
Increase in debtors (11,283.74) (233.61)
Decrease/(increase) in other current assets
including loans and advances 1,195.56 (2,977.90)
Increase in liabilities 7,842.99 5,570.94
4,105.76 (4,600.71)
Cash flow from operations 3,966.42 (3,797.72)
Taxes paid (net of refund) (445.11) (257.96)
NET CASH FROM OPERATING ACTIVITIES 3,521.31 (4,055.68)
B. CASH FLOW FROM INVESTING ACTIVITIES
Interest received 1,463.57 1,198.15
Purchase of fixed assets (8.46) (2.02)
NET CASH USED IN INVESTING ACTIVITIES 1,455.11 1,196.13
C. CASH FLOW FROM FINANCING ACTIVITIES
Increase/(decrease) in secured/unsecured loans (29,961.72) 29,089.70
Interest paid (677.93) (978.81)
NET CASH FROM FINANCING ACTIVITIES (30,639.65) 28,110.89
Net increase/(decrease) in cash and
cash equivalents (A+B+C) (25,663.23) 25,251.34
Opening balance of cash and cash equivalents 38,048.75 12,797.41
Closing balance of cash and cash equivalents 12,385.52 38,048.75
Increase/(decrease) in cash or cash equivalents (25,663.23) 25,251.34

As per our report of even date attached For and on behalf of the Board of Directors

For M. M. SINGLA & CO. DINESH SHAHRA

Chartered Accountants Director

(MURLI M. SINGLA) NEERAJ JAIN

Proprietor Company Secretary S.P. JOSHI
(Membership No. 40366) Director

Mumbai, 22nd August, 2009 Mumbai, 22nd August, 2009

113
BALANCE SHEET ABSTRACT AND THE COMPANY’S GENERAL BUSINESS PROFILE

I. Registration details :
State code 1 1
Registration Number (CIN) U15499MH1996PLC100016
Balance Sheet Date 3 1 0 3 2 0 0 9
Date Month Year
II. Capital raised during the year (Amount in lacs)
Public Issue Initial & Right Issue
N I L N I L
Bonus Issue Private Placement
N I L N I L
III. Position of mobilisation and deployment of funds (Amount in lacs)
Total Liabilities Total Assets
1 7 5 6 6 . 8 3 1 7 5 6 6 . 8 3
Sources of Funds
Paid-up Capital Reserve and Surplus
1 8 9 4 . 0 7 2 6 0 7 . 3 5
Secured Loans Unsecured Loans
1 4 7 2 . 0 7 1 1 5 9 3 . 3 4
Application of Funds
Net Fixed Assets Investments
1 2 . 7 3 N I L
Net Current Assets Misc. Expenditure
1 7 5 4 9 . 6 3 3 . 9 4
Deferred Tax Asset
0 . 5 3

IV. Performance of the Company (Amount in lacs)

Sales and Other Income Total Expenditure
1 0 3 5 5 9 . 7 1 1 0 2 9 1 6 . 8 3
Profit Before Tax Profit After Tax
6 4 2 . 8 8 4 1 9 . 9 1
Earning per share (Rs.) Dividend Rate (%)
2 . 2 2 N I L
V. Generic Names of principal / services of the Company (as per monetary terms)
Item Code No. (ITC Code) Not applicable
Product Description Not applicable

As per our report of even date attached For and on behalf of the Board of Directors

For M. M. SINGLA & CO. DINESH SHAHRA

Chartered Accountants Director

(MURLI M. SINGLA) NEERAJ JAIN

Proprietor Company Secretary S.P. JOSHI
(Membership No. 40366) Director

Mumbai, 22nd August, 2009 Mumbai, 22nd August, 2009

114
 ATTENDANCE SLIP
RUCHI SOYA INDUSTRIES LIMITED
Registered Office : 408, Tulsiani Chambers, Nariman Point, Mumbai - 400 021
(PLEASE COMPLETE THIS SLIP AND HAND IT OVER AT THE ENTRANCE OF MEETING HALL)
TWENTY THIRD ANNUAL GENERAL MEETING
at Sunville Deluxe Pavilion, Sunville Building, 9, Dr. Annie Besant Road, Worli, Mumbai - 400 018 on Wednesday,
September 30, 2009 at 10.30 a.m.
Member’s Name (in capital letters) .........................................................................................................................................
Folio No. ................................................................ No. of Shares held...............................................................................

Member’s Signature

Proxy’s Name (in capital letters) ...........................................................................................................................................

Proxy’s Signature
————————————————————————— CUT HERE ——————————————————————
PROXY
RUCHI SOYA INDUSTRIES LIMITED
Registered Office : 408, Tulsiani Chambers, Nariman Point, Mumbai - 400 021
I/We..................................................................................................................................................................of
........................................................................................................................................................................................................
being a member/s of the Company, hereby appoint .................................................................................................
of ............................................................................... in District of .......................................................................
or failing him.................................................. of ............................................. in the District of ..............................................
or failing him........................................... of ......................................... in the District of ........................................
as my/our Proxy to vote for me / our behalf at the Twenty Third Annual General Meeting of the Company to be held on
Wednesday, September 30, 2009 and at any adjournment thereof.

My/Our Registered Folio No.is ............................................................................. Revenue

Stamp
Signed this ...................................... day of ............................................. 2009.

————————————————————————— CUT HERE ——————————————————————

BANK MANDATE PARTICULARS
RUCHI SOYA INDUSTRIES LIMITED
✄

Registered Office : 408, Tulsiani Chambers, Nariman Point, Mumbai – 400 021
Dear Shareholders,
The Board of Directors has recommended a dividend of 25% on equity shares for the financial year 2008-2009.
Members, holding shares in physical mode, may provide the particulars mentioned below and confirm to avail Electronic
Clearance Services (ECS) for payment of dividend declared, if any.
It may be noted that payment of dividend declared, if any to the members holding shares in dematerialised form will be
through ECS based on their particulars noted with depository participants. Such members need not to provide the
under-mentioned particulars.
Please fill in the following particulars and send to the Company or its Registrar and Share Transfer Agent.
I/We opt for payment of dividend declared, if any for the financial year 2008-2009 by way of electronic credit to my/our bank
account, the particulars of which and my/our shareholding are as under :
1. Folio Number : —————————————————————————
2. Name & Address : —————————————————————————
3. No. of shares held : —————————————————————————
4. Name & Address of Bank : —————————————————————————
5. MICR Code (9 digits code) : 115
—————————————————————————
6. Type and Number of Account : —————————————————————————
———————————
Member’s Signature