CORPORATE OVERVIEW

Rasoi Limited (“the Company”) is a public limited company incorporated and domiciled in India. It’s shares are listed on Bombay Stock Exchange (BSE) of India. The Registered Office of the Company is located at Rasoi Court, 20 Sir R.N.Mukherjee Road, Kolkata 700001, West Bengal. The Company is engaged in the business of manufacturing of baby care products & corrugated boxes, trading of precious metals and also in investment and treasury operations.

A) Rights, Preferences & Restrictions attached to Equity Shares

The Company has only one class of Equity Shares having a par value of Rs.200 each (Previous Year Rs.200 each). Each holder of equity shares is entitled to one vote per share. The dividend if any proposed by the Board of Directors of the company is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding.

i) Security Premium : The amount received in excess of face value of the equity shares is recognised in Security Premium.

ii) Revaluation Reserve : Revaluation reserve represents the increase in value of fixed assets due to revaluation of such assets. It is not available for distribution to shareholders.

iii) General Reserve : General reserve are free reserves of the company which are kept aside out of company’s profit to meet the future requirements as and when they arise. The Company had transferred a portion of the profit after tax (PAT) to general reserve pursuant to the earlier provisions of the Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013

iv) Retained Earnings : Retained earnings are the accumulated profits earned by the Company till date, less transfer to general reserve, dividend (including dividend distribution tax) and other distributions made to the shareholders.

v) Actuarial Gains and Loss : The actuarial gain and loss arising from experience adjustments and changes in actuarial assumptions have been recognised in OCI.

vi) Equity Instruments through Other Comprehensive Income : This represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through other comprehensive income under irrevocable option, net of amount reclassified to retained earnings when such assets are disposed off.

On 04-February-2017 equity shares of the company were consolidated from face value of Rs.10 each fully paid-up to Rs.200 each fully paid-up. (Refer Note No. 2.15)

1.1 Employee Benefits

(a) Defined benefit gratuity plan

The company has defined benefit gratuity plan for its employees. In accordance with the Payment of Gratuity Act, 1972, every employee who has completed five years or more of service gets a gratuity on departure at the rate of 15 days salary (last drawn salary) for each completed year of service. The gratuity is a funded plan and the Company make contributions to Life Insurance Corporation of India.

VI) Sensitivity Analysis

Discount Rate, Salary Escalation Rate and Withdrawal Rate are significant actuarial assumptions. The change in the Present Value of Defined Benefit Obligation for a change of 100 Basis Points from the assumed assumption is given below

The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting periods and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. Furthermore, in presenting the above sensitivity analysis, the present valued of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability derecognised in the balance sheet.

(b) Defined benefit contribution plan

The Company has certain defined contribution plans. Contributions are made to provident fund for employees at the rate of 12 % of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. For certain employees contribution are made to Life Insurance Corporation of India towards superannuation fund at the rate of 10% of basic salary. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation.

(c) Compensated Absences

The Company permits encashment of compensated absence accumulated by their employees on retirement or separation. The liability in respect of the Company, for outstanding balances of leave at the balance sheet date is determined and provided on the basis of actuarial valuations as at the balance sheet date performed by an independent actuary. The Company doesn’t maintain any plan assets to fund its obligation towards compensated absences.

1.2 Based on organisational structure as well as considering different risks and returns, Income from Investment & Treasury Operations, Business of Baby Care Products, Packaging Products and Metal Trading Operations have been identified as separately reportable business segments. The figures for the previous year have been disclosed for these segments. The Company has one geographical segment in India.

1.3 Related Party Disclosures

A) Names of related parties and description of relationship

1) Associates

Hindustan Composites Ltd

2) Promoters and / or Key Management Personnel (KMP) and their relatives Mr Raghu Nandan Mody, Chairman

Smt Shashi Mody, Non Executive Director (upto 31.12.2016 - Resigned w.e.f. 01.01.2017)

Smt Sakshi Mody, Director (w.e.f. 04.02.2017)

Mr Kapil Kaul, Executive Director and CFO

Smt Sumitra Devi Mody, Advisor (Wife of Mr Raghu Nandan Mody - Chairman)

Mr Varunn Mody (Grandson of Mr Raghu Nandan Mody - Chairman)

3) Enterprise where KMP / relatives of KMP have significant influence Alipore Consultants Ltd

Axon Trading & Mfg Co Ltd Compo Advics (India) Pvt Ltd

Goodpoint Advisory Services LLP (w.e.f. 29.11.2017, previously known as Goodpoint Advisory Services and Investments Ltd)

J L Morison (India) Ltd

Leaders Healthcare Ltd

Lotus Udyog Ltd

Noble Trading Co Ltd

Pallawi Resources Ltd

Pallawi Trading & Mfg Co Ltd

Rasoi Express Pvt Ltd

Silver Trading & Services Ltd

Sun Light Marketing Services Pvt Ltd

Surdas Trading & Mfg Co Ltd

The Company has brought forward business losses and MAT credit. However, the deferred tax asset is not recognised since It is not probable that taxable future profit will be available against which the unused tax losses or unused tax credits can be utilised.

1.4 The Company does not have any subsidiary but has an associate company namely Hindustan Composites Limited.

1.5 First-time adoption of Ind AS

The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from 01 - April-2017, with a transition date of 01 - April-2016. The adoption of Ind AS has been carried out in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards. Ind AS 101 requires that all Ind AS standards and interpretations that are issued and effective for the first Ind AS financial statements for the year ended 31-March-2018, be applied retrospectively and consistently for all financial years presented. However, in preparing these Ind AS financial statements, the Company has availed of certain exemptions and exceptions in accordance with Ind AS 101, as explained below. The resulting difference between the carrying values of the assets and liabilities in the financial statements as at the transition date under Ind AS and Previous GAAP have been recognised directly in equity (retained earnings or another appropriate category of equity).

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

A) Optional Exemptions (i) Deemed Cost

a) The Company has elected to continue with the carrying value of all of its property, plant and equipment recognised as of 01 - April-2016 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

b) Under Previous GAAP investment in associate were stated at cost. Under Ind AS the company has elected to recognise such carrying amount as at 01 -April-2016 as deemed cost at the date of transition.

(ii) Designation of previously recognised financial instruments

The Company has classified the financial assets in accordance with Ind AS 109 on the basis of facts and circumstances that exist at the date of transition to Ind AS.

(iii) De-recognition of financial instruments

The Company has applied the de-recognition requirements of financial assets and financial liabilities prospectively for transactions occurring on or after 01 - April-2016 (the transition date).

B) Mandatory Exceptions- Estimates

(i) An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies).

Ind AS estimates as at 01 -April-2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company make estimates for Investment in equity instruments carried at FVTPL or FVTOCI in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

(ii) Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

C) Fair valuation of Financial Assets - Investments

In previous GAAP, current investments were measured at lower of cost or fair value and long term investments were measured at cost less diminution in value. Under Ind AS, the Company has valued financial assets - Investments at cost or at fair value i.e. either through Profit and loss or through Other Comprehensive Income. Impact of fair value changes as on the date of transition is recognised in opening reserves/ separate component of other equity and changes thereafter are recognised in Statement of Profit and Loss or Other Comprehensive Income, as the case may be.

D) Fair valuation of Financial Assets - Interest free loan to employee welfare trust and security deposit

Under the previous GAAP, interest free loan to employee welfare trust are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value. Accordingly, the Company has determined the fair value of the interest free loan given to employee welfare trust and security deposit.

E) Defined benefit liabilities:

Under Ind AS, re-measurements i.e. actuarial gains and losses on the net defined benefit liability are recognised in other comprehensive income instead of profit and loss as in previous GAA

F) Excise Duty

Under previous GAAP, revenue from sale of goods was presented net of excise duty whereas under Ind AS the revenue from sale of goods is presented inclusive of excise duty. The excise duty is presented on the face of the Statement of Profit and Loss as part of expenses.

G) Proposed Dividend

Under previous GAAP, dividends proposed by the board of directors after balance sheet date but before the approval of the financial statements were considered as adjusting events. However under Ind AS, such dividends are recognized when the same is approved by the shareholders in the general meeting. Accordingly the liability for proposed dividend recognized as on transition date has been reversed with corresponding adjustment to opening retained earnings and dividend in the subsequent period has been recognized in the year of approval in the general meeting.

H) Deferred tax

Under previous GAAP, deferred tax was accounted using the income statement approach, on the timing differences between the taxable profit and accounting profits for the period. Under Ind AS, deferred tax is recognized following balance sheet approach on the temporary differences between the carrying amount of asset or liability in the balance sheet and its tax base.

I) Transition to Ind AS - Reconciliations

The following reconciliations provide a quantification of the effect of significant differences arising from the transition from previous GAAP to Ind AS in accordance with Ind AS 101:

(i) Reconciliation of Balance sheet as at 01 -April-2016 (Transition Date) and Balance sheet as at 31 -March-2017 - Refer Note 2.36-I(i)

(ii) Reconciliation of Statement of total Comprehensive Income for the year ended 31 -March-2017 - Refer Note 2.36-I(ii)

(iii) Reconciliation of equity for the year ended 01-April-2016 & 31-March-2017 - Refer Note 2.36-I(iii)

The presentation requirements under Previous GAAP differs from Ind AS and hence Previous GAAP information has been regrouped for ease of reconciliation with Ind AS. The Regrouped Previous GAAP information is derived from the Financial Statements of the Company prepared in accordance with Previous GAAP.

1.6 Financial Instruments Fair value hierarchy

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

The categories used are as follows:

- Level 1: Quoted prices (unadjusted) for identical instruments in active market

- Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

- Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs). The Fair value hierarchy of assets and liabilities are as follows:

1.7 Risk Management

Financial risk management objective and policies

The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company’s activities expose it to a variety of financial risk : Liquidity risk, Market risk and Credit Risk.

The Company’s financial liabilities comprises mainly of borrowings, trade payables and other payables. The Company’s financial assets comprises mainly of Investments, loans, cash and cash equivalents ,trade receivables and other receivables. A summary of the risks have been given below:

a) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet it’s financial obligations as they become due. The Company manages its liquidity risk by ensuring that it will always have sufficient liquidity to meet its liabilities as and when due. The Company’s anticipated future cash flows and undrawan committed credit facilities are expected to be sufficient to meet the liquidity requirements

(i) Financing arrangements

The Company has access to the following undrawn borrowing facilities as at the end of the reporting period:

b) Market risk

Market risk is the risk that the fair value of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, price risk and currency risk. Financial instruments affected by market risk includes investments, loans, trade receivables and payables. The objective of market risk management is to manage and control market risk exposure within acceptable parameter, while optimising the return.

(i) Interest rate risk

Interest rate risk is the risk that the future cash flows of the financial instruments will fluctuate due to changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s investment in bonds, debentures and preference shares.

Sensitivity

The table below summarises the impact of increase/decrease in the interest rate over the value of bonds, debentures and preference shares. The analysis is based on the assumption that the Interest rate has increased by 100 bps or decrease by 100 bps with all other variables held constant.

(ii) Price risk

Price risk is the risk that the fair value of a financial instruments will fluctuate due to changes in market price. The Company is exposed to price risk arising mainly from investments in equity instruments and in private equity funds recognised at FVTOCI.

Sensitivity

The table below summarises the impact of increase / decrease of the BSE index on the Company’s equity gains / losses for the period. The analysis is based on the assumption that the index has increased / decreased by 5% with other variables held constant and that all the Company’s equity instruments moved in line with the index.

(iii) Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. Currently the Company does not have any foreign currency exposure.

(c) Credit risk

Credit risk refers to risk that a counterparty will default on its contractual obligation resulting in financial loss to company. The Company is exposed to credit risk from its operating and treasury activities. The Company generally does not have collateral.

1.8 Capital Management

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. For the purpose of Company’s capital management, capital includes issued capital and all other equity attributable to equity shareholders of the Company.

As at 31-March-2018, the Company has only one class of equity shares and has no debt. Consequent to such capital structure, there are no externally imposed capital requirements. In order to maintain or achieve an optimal capital structure, the Company allocates its capital for distribution as dividend or re-investment into business based on its long term financial plans.

Proposed Dividend

The Board of Directors at its meeting held on 22nd May, 2018 have recommended a payment of final dividend of Rs.10 per equity share of Rs.200 each for the F.Y. 2017-18. The same amounts to Rs.9.66 Lakh and dividend distribution tax of Rs.1.99 Lakh. This proposed dividend is subject to the approval of shareholders in the ensuing annual general meeting and hence is not recognised as a liability.

1.9 Previous figures have been regrouped / rearranged wherever necessary.