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Notes to Accounts of REI Agro Ltd.

Mar 31, 2015

1. COMPANY INFORMATION:

REI Agro Limited ("the Company') is a public company domiciled in India. It is incorporated under the Companies Act, 1956 and its shares are listed in National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The Company has been the global leader in the processing of Basmati rice. It has followed an integrated model of operations right from procurement, maturing, processing, packaging, branding and distribution. The company has operations in India and caters to both domestic and international markets under its brand name "Raindrops".

2. Rights, preferences and restrictions attached to the Equity Shares

A. Equity Shares of Re. 1/- each

a) In respect of every equity share , voting right shall be in same proportion as the capital paid upon such equity share bears to the total paid up equity capital of the company.

b) The dividend if any proposed by the Board of Directors remain subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

c) In the event of liquidation, the holders of Equity shares are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholdings."

B. Preference Shares of Rs. 100/- each

a) In respect of every preference share, dividend @ 4% fixed rate is payable in every year subject to approval at Annual general meeting.

b) In the event of liquidation ,preference shareholders have preferential right over Equity shareholders to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholdings, before distribution to equity shareholders.

3. Notes to Non Convertible Debentures

A) Security Coverage

a) 11.75% Non-Convertible Debenture:- Rs 93.00 Crores Secured by way of mortgage / charge on the immovable property situated at Maharajpura , Dist. Mehsana, Gujarat and secured by way of pari passu first charge on fixed assets of the rice mill division and Subservient charge on the total assets of the company to maintain assets coverage 1.25 times.

b) 11.75% Non-Convertible Debenture:- Rs 87.85 Crores Secured by way of mortgage / charge on the immovable property situated at Maharajpura , Dist. Mehsana, Gujarat and secured by way of pari passu first charge on fixed assets of the rice mill division and Subservient charge on the total assets of the company to maintain assets coverage 1.25 times.

c) 13.00% Non-Convertible Debenture:- Rs 93.50 Crores Secured by way of mortgage / charge on the immovable property situated at Maharajpura, Dist. Mehsana, Gujarat and secured by way of pari passu first charge on fixed assets of the rice mill division and Subservient charge on the total assets of the company to maintain assets coverage 1.25 times.

d) 12.00% Non-Convertible Debenture:- Rs 250.00 Crores Secured by way of mortgage / charge on the immovable property situated at Maharajpura, Dist. Mehsana, Gujarat and secured by way of pari passu first charge on fixed assets of the rice mill division and Subservient charge on the total assets of the company to maintain assets coverage 1.25 times.

B) As informed to us, during the year some of the NCD holders have recalled their debts and accordingly they have been

classifed as current liability.

4. Notes on Term Loans

Security Coverage:

a) ICICI Bank (Vehicle Loan): Secured by hypothecation of Vehicle.

b) Jammu & Kashmir Bank :

i) Secured by 1st charge on all the moveable assets relating to 51 WTGs including but not limited to moveable machinery, machinery spares, tools and accessories ( present & future ),

ii) 1st and exclusive charge by way of mortgage of all company's immovable properties, but not limited to land relating to 51 WTGs ( present & future),

iii) 1st and exclusive charge by way of hypothecation of company's book debts, operating cash flows, receivables, commissions, revenues of whatsoever nature and wherever arising from the 51 WTGS ( present & future),

iv) 1st and exclusive charge on all the bank accountsof the WTGs but not limited to the escrow account to be maintained with bank at BU Vasant Vihar, New Delhi through which all the projects cash flow will be routed,

v) 1st and exclusive charges on the lease rentals accruing to the company by leasing out 17 WTGs at Gujrat to M/s Octal Suppliers Pvt Ltd,

vi) Exclusive 1st charge by way of assignment on all project documents, rights, title, interest, benefits, claims, demands of whatsoever nature and insurance policies relating to 51 WTGs and Personal Guarantee of the Promoters directors.

5. Notes on Corporate Loans

Security Coverage:

a) IFCI Ltd: Secured by first Pari-Passu charge on entire fixed assets of Rice division of the Company with minimum assets coverage of 1.25 . And pledge of 14,42,97,567 shares (out of which 116,852,438 shares are sold by the IFCI Ltd. during the period) of the company held by four promoter group companies, repayable in five equal quarterly installments of Rs. 20 Crores w e f October 2013.

b) Jammu and Kashmir Bank: Secured by residual charge on the companies total assets present and future with minimum coverage 1.25 times and corporate guarantee of the company, repayable in twelve quarterly installments we.f February 2014

c) Dhanlaxmi Bank: Secured by first Pari-Passu charge on entire fixed assets of the Rice Division of the Company and Subservient charge over the entire assets of the Rice Division of the company with minimum assets coverage of 1.25 to be repayable in 36 equal monthly installments of Rs. 13,888,889 we.f. Feb,12.

6. Since the Company has defaulted in repayment of Term loans, Corporate Loans and Long Term Working Capital Loan together with interest. The lenders have recalled their debts and it has been shown as Current Liability.

7. Maturity Profile of Secured Loans (Amount in Rs.

8. 5.5% Unsecured Foreign Currency Convertible Bonds

The Company issued on 13.11.2009, 5.5% 105000 Foreign Currency Convertible Bonds (FCCB) of US $ 1000 each aggregating US $105 million [ Rs 493.71 Crores] at par. The bonds are redeemable on 13 th November, 2014 unless previously converted; these bonds are convertible into equity shares at an initial conversion price of Rs 46.70 per equity share with existing fixed rate of exchange on conversion @ Rs 47.02 = US $ 1.00 at the option of the bond holder at any time on or after 22nd December, 2009 and prior to the close of business on 13 th November, 2014. The outstanding 104,650 bonds when fully converted would result in issue of additional 105,367,088 equity shares of Rs 1/-each. Apart from this, FCCB holders retain the right to subscribe in Equity Shares to the extent of 210,734,176 Equity Shares of the Company as per Letter of Offer issued by the Company for Issue of Right Equity Shares in the ratio of 2:1 at a price of Rs 19.50 (Including Share Premium of Rs 18.50 per share) at the time of conversion into Equity Shares on or before 13 th November, 2014. Since then neither repayment has been made by the company nor any request for conversion has been received from FCCB holders.

Notes to Working Capital Loans

9. Security Coverage

Working Capital Loans from Banks are secured by creation of first pari passu charge stocks of Rice, Paddy, Book Debts & Stores,etc, and by second charge on all Fixed Assets both Present and future of the Rice Division.

10. Due to default in repayment of working capital facilities & Interest thereon the lenders have recalled their facilities and they have issued the notice on company U/s 13(2) of The SARFAESI Act, 2002.

11. In the view of defualts in repayment of facilities & interest thereon on working capital, one of the banker has filed a winding up petition before Hon'ble Calcutta High Court for receovery of their dues.

12. Carbon Credit as on 1st April 2014 (generated through WTGs) was 13,895 units which together with 37,869 units generated during the year, a total 51,764 units are in hand as on 31st March, 2015 which will be accounted for on the basis of actual sale.

13. Based On The Guiding Principles In The Accounting Standards On Segment Reporting (AS — 17) issued by the ICAI, the Company is primarily in the business of manufacturing and trading of Food Grains (mainly rice) which is single reportable segment. However trading in various commodities of Agri and Non Agri have been done internationally as such primary reportable segment is Geographical Segment.

14. Geographical Segments

15. Notes to Employee Benefits Expenses

a) Disclosures pursuant to Accounting Standard-15 (Revised) 'Employees Benefits':

i) Defined Contribution Plans

Defined contribution plans are benefit plans under which the company pays fixed contribution to State managed benefit schemes. The company contributions to defined contribution plans are recognised in the profit and loss account in the financial year to which they relate.

ii) Defined Benefit Plans

In keeping with the company Gratuity scheme (Defined Benefit Plan) eligible employees are entitled to gratuity benefits at half month's eligible salary for each completed year of service on Retirement / Death / Termination. Vesting occurs upon completion of 5 years of service subject to the payment of Gratuity Act, 1972. The present value of obligation is determined based on Actuarial valuation using the 'projected unit credit method'. Obligation for the leave encashment is recognized and paid in the same manner as Gratuity Following are the further particulars with respect to Gratuity & Leave Encashment.

16. Contingent Liabilities and Commitments ( to the extent not provided for )

Contingent Liabilities

i) Guarantee provided to Banks and Financial Institutions for loans provided to Overseas Sub 31,059,315,859 29,823,211,578

ii) Guarantee provided to Jammu & Kashmir Bank against Crop Loan 4,000,000,000 4,000,000,000

iii) Claim not acknowledged as debts relating to cases being contested by the company

* Under Punjab Development Infrastructure Fund (PDIF) Act 11,900,000 11,900,000

* Under Punjab Sales Tax 11,400,000 11,400,000

Commitments

i) In respect of Operating lease for minimum rental for lock in period Not 148,280,000 ascertainable

ii) Tax duties if any, that may arise in respect of which appeal is pending - 41,135,536

iii) Export Bills discounted with the Bank 820,134,935 820,134,935

iv) In respect of disputed warehousing rent 5,168,560 -

17. Due to liquidity crunch being faced by the company, it was not able to procure adequate quantum of Raw Material during the year, which has resulted in temporary shutdown of one of its unit and partly shut down of second unit. However the third being grading & packing units has been operational.

18. The Company has defaulted in payment of obligations in respect of all the Banks/Financial Institutions/Non- Convertible Debentures holders together with interest thereon on due dates. As a result thereof all the Working Capital Banks, Term Lenders and NCD Holders had initiated the Corrective Action Plan (CAP) through the Joint Lenders Forum (JLF) in accordance with the RBI's SMA Guidelines dated February 26,2014. A lender bank initiated a Winding up proceedings against the company for recovery of dues. Now notices have been issued by the lenders u/s 13(2) of Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. This may have adverse effect on the functioning of the company on going forward basis.

19. Net worth of the company has fully eroded due to huge losses incured by the company. The company has already made an application before the Ld. BIFR in terms of section 15(1) of The Sick Industrial Company Act (SICA), 1985.

20. Dividend on preference shares for the year ended 31st March 2013, approved in AGM held on 30th Sep 2013, remains undeposited in the Bank and unpaid to the Shareholders.

21. The financial statement indicates that the company has accumulated losses and its net worth is fully eroded. The company has incurred net loss during the current year and in the previous year. The Company's current liabilities has exceeded its current assets as at the balance sheet date. These conditions along with other matters set out above indicates the existence of material uncertainty that may cast significant doubt about the company's ability to continue as going concern. However the financial statements of the company has been prepared by the management on the going concern basis.

22. Trade Receivables, Loans & Advances and Trade Payables are subject to confirmation.

23. In the opinion of the Board of Directors, Current Assets and Loans and Advances have the value at which they are stated in the Balance Sheet if realized in the ordinary course of Business unless otherwise stated. The provision for all known liabilities are adequate and not in excess of the amount reasonably necessary.

24. Related Party Disclosure

In accordance with Accounting Standard 18 on Related Party Disclosure issued by the Institute of Chartered Accountants of India, the company has complied with the required information as per details given below:

A) List of Related Parties

i) Key Management Personnel

a) Mr. Sandip Jhunjhunwala ( Managing Director )

ii) Name of Companies, where control exist ( either individually or with others) and with whom the company had transactions during the year

a) Dr. ING N.K. Gupta Technical Consultants (P) Ltd.

b) REI Six Ten Retail Ltd

c) My Grahak Shopping Online Ltd

iii) Director's Relatives

a) Mr. Kailash Chandra Jhunjhunwala

b) Mrs. Koushalya Devi Jhunjhunwala

c) Mr. Sanjay Jhunjhunwala

d) Mrs. Suruchi Jhunjhunwala h) Mr. Shreyans Jhunjhunwala

iv) Wholly owned Subsidiary Companies

a) Ammalay Commoditiess JLT, Dubai and its subsidiaries

1) Ammalay General Trading LLC, Dubai

2) Ammalay FZE, Sharjah, UAE

3) Surimp International Pte Ltd, Singapore

4) Ammalay Mines Et Minerauux SARL, Morocco

5) Surimp Shipping Ltd, British Virgin Islands

6) Alia North Ltd, Hong Kong

b) Ammalay International PTE, Ltd, Singapore

c) Auckland Holdings Ltd, Mauritius

d) Holy Stars Ltd, Mauritius

e) Orient Agro (M) Ltd, Mauritius

v) Associate Company Varrsana Ispat Limited Anagi Construction Pvt Ltd

25. Previous year's figures have been regrouped/re-arranged wherever considered necessary .

26. Figures in brackets in Notes to financial statement denote previous year's figure


Mar 31, 2013

{1} COMPANY INFORMATION:

REI Agro Limited is the global leader in the processing of Basmati rice. The company follows an integrated model of operations right from procurement, maturing, processing, packaging, branding and distribution. The company matures its products to ensure a high quality for all its products. The company sells its products both in the domestic and the international markets. The company launched its "Raindrops" brand in the domestic market and is today a leading brand in India.

2.1)Notes to Employee Benefits Expenses

a) Disclosures pursuant to Accounting Standard-15 (Revised) ''Employees Benefits'':

i) Defined Contribution Plans

Defined contribution plans are benefit plans under which the company pays fixed contribution to state managed benefit schemes. The company contributions to defined contribution plans are recognised in the profit and loss account in the financial year to which they relate.

ii) Defined Benefit Plans

In keeping with the company Gratuity scheme (Defined Benefit Plan) eligible employees are entitled to gratuity benefits at half month''s eligible salary for each completed year of service on Retirement / Death / Termination. Vesting occurs upon completion of 5 years of service subject to the payment of Gratuity Act, 1972. The present value of obligation is determined based on actuarial valuation using the ''projected unit credit method''. Obligation for the leave encashment is recognized in the same manner as Gratuity. Following are the further particulars with respect to Gratuity & Leave Encashment.

3) Related Party Disclosure

In accordance with Accounting Standard 18 on Related Party Disclosure issued by the Institute of Chartered Accountants of India, the company has complied with the required information as per details given below:

A) List of Related Parties

i) Key Management Personnel

a) Mr. Sanjay Jhunjhunwala ( Chairman )

b) Mr. Sandip Jhunjhunwala ( Managing Director )

ii) Name of Companies, where control exist ( either individually or with others) and with whom the company had transactions during the year

a) Dr. ING N.K. Gupta Technical Consultants (P) Ltd.

b) REI Six Ten Retail Ltd

c) My Grahak Shopping Online Ltd

iii) Director''s Relatives

a) Mr. Kailash Chandra Jhunjhunwala

b) Mrs. Koushalya Devi Jhunjhunwala

c) Mrs. Sangita Jhunjhunwala

d) Mrs. Suruchi Jhunjhunwala

e) Mr. Akshay Jhunjhunwala

f) Mr. Ambuj Jhunjhunwala

g) Mr. Arnav Jhunjhunwala

h) Mr. Shreyans Jhunjhunwala

iv) Wholly owned Subsidiary Companies

a) Ammalay Commoditiess JLT, Dubai and its subsidiaries

1) Ammalay General Trading LLC, Dubai

2) Ammalay FZE, Sharjah, UAE

3) Surimp International Pte Ltd, Singapore

4) Ammalay Mines Et Minerauux SARL, Morocco

5) Surimp Shipping Ltd, British Virgin Islands

6) Alia North Ltd, Hong Kong

b) Auckland Holdings Ltd, Mauritius

c) Holy Stars Ltd, Mauritius

d) Orient Agro (M) Ltd, Mauritius

e) Ammalay International PTE, Ltd, Singapore

v) Associate Company : Varrsana Ispat Limited

4) Previous year''s figures have been regrouped/re-arranged wherever considered necessary .

5) Figures in brackets in Notes to financial statement denote previous year''s figure


Mar 31, 2011

1. Equity Share Capital:

i. During the year the company has issued 63,86,56,636 shares of W- each through Right Issue at Rs.19.50 per share including Securities Premium of Rs.18.50 per share.The share has been allotted on 29.07.2010.

ii. During the previous year the company Issued 2, 99, 45,550 shares of Rs.l/- each through Qualified Institutional Placement (QIP) at a premium of Rs.60/- per share and the same has been allotted on 27.07.2009 and has converted 350 FCCBs of $ 1000 each into 352398 shares at apremium Rs.45.70. '

2. Preference Share Capital:

4% Non Convertible Preference shares allotted on 30.06.2003 were redeemable at par at any time after a period of 12 years from the date of their allotment. Since then the redemption period has been extended to 30.06.2022 in the Annual General Meeting held on 27.09.2010.

3. Securities Premium:

a) Addition to Securities Premium during the period amounting to Rs.1,18,151 Lacs is on account of issue of 63,86,56,636 Equity Shares on Right basis at a premium of Rs.18.50 per share, whereas during the previous year it was on account of issue of 2,99,45,550 equity shares at a premium of Rs.60 per share through QIP and on issue of 3,52,398 equity shares at a premium of Rs.45.70 per Share on conversion of 350 FCCBs.

b) A sum of Rs.6,45,68,538/- (Previous year Rs.3,34,66,618) has been adjusted on account of Deferred Tax Assets / (Liabilities) for the year ended 31.03.2011 (see note no 14).

4. Foreign Currency Convertible Bonds (FCCB):

The Company issued on 13.11.2009,5.5% 105000 Foreign Currency Convertible Bonds (FCCB) of US $ 1000 each aggregating US $105 million [Rs.493.71 Crore] at par. The bonds are redeemable on 13th November, 2014 unless previously converted; these bonds are convertible into equity shares at an initial conversion price of Rs.46.70 per equity share with existing fixed rate of exchange on conversion @ Rs.47.02 = US $ 1.00 at the option of the bondholder at any time on or after 22nd December, 2009 and prior to the close of business on 13th November, 2014. The outstanding 104,650 bonds when fully converted would result in issue of additional 105,367,088 equity shares of Rs.l/-each. Apart from this, FCCB holders retain the right to subscribe in Equity Shares to the extent of 210,734,176 Equity Shares of the Company as per Letter of Offer issued by the Company for Issue of Right Equity Shares in the ratio of 2:1 at a price of Rs.19.50 (Including Share Premium of Rs.18.50 per share) at the time of conversion into Equity Shares on or before 13th November,2014.

5. ISSUE OF NON - CONVERTIBLE DEBENTURES:

i. During the year ended 31.03.2010 the company issued 1400,11.75% Non Convertible Secured Debentures of Rs.10 Lacs each divided into 14000 'Separately Transferable Redeemable Principle Part' (STRPP) of Rs.1 Lacs each.These are secured by creation of mortgage of land situated at Mehasana (Gujarat) and by creation of pari passu first charge on fixed assets of Rice Mill Division (valued at Market Price) of the Company and the subservient charge on the total assets of the Company to maintain asset cover of 1.25 times. These Debentures are redeemable at par in one or more installments, on various dates with the earliest redemption being on 20.06.2013 & the last being 20.12.2014. These Debentures are redeemable as under:-

a) In F.Y 2013-14 Rs.5600 Lacs

b) In F.Y 2014-15 Rs.8400 Lacs

Rs. 14000 Lacs

ii. During the year the company issued 990,11.75% Non Convertible Secured Debentures of Rs.10 Lacs each divided into 9900 'SeparatelyTransferable Redeemable Principle Part' (STRPP) of Rs.1 Lacs each. These are secured by creation of mortgage of land situated at Mehasana (Gujarat) and by creation of pari passu first charge on fixed assets, valued as above, of the Company together with the subservient charges on of the total assets of the Company to maintain asset cover of 1.25 times. These are redeemable at par in one or more installments, on various dates with the earliest redemption being on 07.12.2013 & the last being 07.06.2015. These Debentures are redeemable as under:-

a) In F.Y 2013-14 Rs.1980 Lacs

b) In F.Y 2014-15 Rs.4950 Lacs

c) InF.Y2015-16 T2970Lacs

Rs.9900 Lacs

6. Interest on other loan (net) under Schedule 18 is net of interest on Advances / Deposits, etc received Rs.334.94 Lacs (TDS Rs.33.57 Lacs) [Previous Year Rs.382.19 Lacs}.

7. Diminution in the value of Investments if any, has not been recognised as in the opinion of Management the fall is not permanent in nature

8. Estimated amount of contracts remaining to be executed on Capital account (net of advances) Rs.3476 Lacs (previous year f 2469 Lacs).

9. Contingent liabilities not provided for in respect of:

i) Letter of guarantee issued by the bank amounts to Rs.77.68 Lacs (Rs.31.71 Lacs) against which full margin money is held by them.

ii} Liability for partly paid up investment in 10 Lacs Units of Reliance Alternative Investment Private Equity Scheme - I of Rs.10/- each @ Rs.6.50 amounts to Rs.65 Lacs.

10. Disclosure under the Micro, Small & Medium Enterprises Development Act 2006:

Based on the information available with the company there are no dues payable to Micro, Small and Medium Enterprises as defined in The Micro, Small and Medium Enterprises Development Act 2006.

This information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

11. Disclosures pursuant to Accounting Standard - 15 (Revised) 'Employees Benefits':

A) Defined Contribution Plans

In accordance with the Accounting Standard 15 on employee benefits issued by The Institute of Chartered Accountants of India, the company makes payment of its contribution to Recognized Provident Fund Commissioner (RPF.C).

B) Defined Benefit Plans

In keeping with the company Gratuity scheme (Defined Benefit Plan) eligible employees are entitled to gratuity benefits at one and half month's eligible salary for each completed year of service on Retirement / Death /Termination. Vesting occurs upon completion of 5 years of service subject to the payment of Gratuity Act, 1972. The present value of obligation is determined based on actuarial valuation using the projected unit credit method'. Obligation for the leave encashment is recognized in the same manner as Gratuity. Following are the further particulars with respect to Gratuity & Leave Encashment.

The Hon'ble Kolkata High Court vide its order has allowed the company to utilize the Securities Premium Account towards meeting Deferred Tax Liability computed as per the Accounting Standard (AS-22) " Accounting of Taxes on Income'' prescribed by The Institute of Chartered Accountants of India. Accordingly the Securities Premium Account has increased by adjustment of Net Deferred Tax Assets of Rs.6,45,68,538 forthe year (Previous Year Rs.3,34,66,618).

17. Segment Reporting (Under Accounting Standard l7 issued by ICAI )

Segment information has been prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company. As part of secondary reporting revenues are attributed to geographical areas based on the location of the customers. The following table presents the revenue, profit, assets and liabilities information relating to the business/ geographical segment for the year ended 31st March 2011.

18. Related party disclosures:

In accordance with Accounting Standard 18 on Related Party Disclosure issued by the Institute of Chartered Accountants of India, the company has complied with the required information as per details given below:

List of related parties:

I) Key Management Personnel

a) Mr. Sanjay Jhunjhunwala (Chairman)

b) Mr. Sandip Jhunjhunwala (Managing Director)

II) Name of the Companies, where control exist (either individually or with others)

a) Aspective Vanijya Pvt. Ltd.

b) Jagdhatri Tracon Pvt. Ltd.

c) REI Steel & Timber Pvt. Ltd.

d) REI Six Ten Retail Limited

e) Snehpusph Barter Pvt. Ltd.

f) Subhchintak Vancom Pvt. Ltd.

g) Shree Krishna Gyanodaya Flour Mills Pvt. Ltd.

h) Dr. ING N.K. Gupta Technical Consultants (P) Ltd.

i) Varrsana Ispat Limited

H) Directors' Relatives:

a) Mr. Kailash Chandra Jhunjhunwala

b) Mrs. Koushalya Devi Jhunjhunwala

c) Mrs. Sangita Jhunjhunwala

d) Mrs. Suruchi Jhunjhunwala

e) Mr. Akshay Jhunjhunwala

f) Mr. Ambuj Jhunjhunwala

20) Previous year's figures have been regrouped/re-arranged wherever considered necessary.

21) Figures in brackets in Note No. 17 denote previous year's figures.




Mar 31, 2010

1. Equity Share Capital:

During the year the company has issued 2,99,45,550 shares of Re. 1/- each through Qualified Institutional Placement (QIP) at a premium of Rs. 60/- per share and the same has been allotted on 27.07.2009. The Company has converted 100 FCCB bonds of $ 1000/- each into 100685 shares at a premium Rs. 45.70 on 11.02.2010 and 250 FCCB bonds of $ 1000/- each into 251713 shares at premium of Rs. 45.70 on 10.03.2010.

2. Preference Share Capital:

4% Non Convertible Preference shares allotted on 30.06.2003 are redeemable at par at any time after a period of 12 years from the date of their allotment.

3. Securities Premium:

a) Addition to Securities Premium during the year amounting to Rs. 18,128.38 Lacs (previous year Rs. NIL Lacs) is on account of issue of 2,99,45,550 (previous year NIL) equity shares at a premium of Rs.60 per share through QIP and on issue of 3,52,398 equity shares at a premium of Rs. 45.70 per Share on conversion of 350 FCCBs.

b) A sum of Rs. 33,466,618/-(Previous year Rs. 12,701,391/-) has been adjusted on account of Deferred Tax Assets/ (Liabilities) for the year ended 31.03.2010 (see note no 13).

4. Foreign Currency Convertible Bonds (FCCB):

The Company issued during the year 5.5% Foreign Currency Convertible Bonds (FCCB) of US $ 1000 each aggregating US $105 million [Rs. 493.71 Crore] at par. The bonds are redeemable on 13th November, 2014 unless previously converted; these bonds are convertible into equity shares at an initial conversion price of Rs.46.70 per equity share with existing fixed rate of exchange on conversion @ Rs.47.02 = US $ 1.00 at the option of the bondholder at any time on or after 22nd December, 2009 and prior to the close of business on 13th November, 2014. During the yrear, conversion option in respect of 350 bonds (Previous year Nil) bonds were exercised by the bondholders and pursuance to this 352,398 (previous year Nil) equity shares of Re.l /- each were allotted. The exercise of conversion option and the consequent allotment of shares resulted in increase of Share Capital and Securities Premium A/c. The outstanding 104,650 bonds as at 31st March 2010 (previous year Nil) bonds when fully converted, would result in issue of additional 105,367,088 equity shares of Re.l/- each.

5. ISSUE OF NON - CONVERTIBLE DEBENTURES:

The company has issued 1400, 11.75% Non Convertible Debenture of Rs 10 Lacs each divided into 14000 Separately Transferable Redeemable Principle Part (STRPP) of Rs 1 Lacs each, which are redeemable at par in one or more installments, on various dates with the earliest redemption being on 20.06.2013 & the last being 20.12.2014. Debentures are redeemable as under :-

a) In F.Y 2013-14 Rs 5600 Lacs

b) In F.Y 2014-15 Rs 8400 Lacs

6. Estimated amount of contracts remaining to be executed on Capital account (net of advances) Rs. 2469 Lacs (previous year Rs. 401 Lacs).

7. Contingent liabilities not provided for in respect of:

Letters of Guarantee issued by the Bank in favour of Dy. Commissioner of Customs, for Rs.22,29,200 is awaited clearance on completion of the Export performance under Para 5.2/5.7 of Exim Policy 2002-07.

8. Disclosure under the Micro, Small & Medium Enterprises Development Act 2006:

Based on the information available with the company there is no dues payable to Micro, Small and Medium Enterprises as defined in The Micro, Small and Medium Enterprises Development Act 2006.

9. Disclosures pursuant to Accounting Standard-15 (Revised) Employees Benefits: A) Defined Contribution Plans

In accordance with the Accounting Standard 15 on employee benefits issued by The Institute of Chartered Accountants of India, employer- established provident fund trust are treated as defined benefits plans.

B) Defined Benefit Plans

In keeping with the company Gratuity scheme (Defined Benefit Plan) eligible employees are entitled to gratuity benefits at one and half months eligible salary for each completed year of service on Retirement / Death / Termination. Vesting occurs upon completion of 5 years of service subject to the payment of Gratuity Act, 1972. The present value of obligation is determined based on actuarial valuation using the projected unit credit method. Obligation for the leave encashment is recognized in the same manner as Gratuity. Following are the further particulars with respect to Gratuity & Leave Encashment for the year ended 31.3.2010

The Principal assumptions used in the calculation are the (1) Discount Rate, (2) Salary increase. The Discount rate is based upon the market yields available on Government Bonds at the accounting date with a term that matches that of the liabilities and the salary increase take account of inflation, seniority, promotion and other relevant factors. 10. Fixed deposits with banks include Rs.31.71 Lacs (Rs. 30.09 Lacs) pledged as margin money against Letter of Guarantee issued by them.

10. Directors Remuneration: *

* Exclusive of provision for future liabilities in respect of retirement benefits which is based on actuarial valuation done on overall company basis.

Computation of net profit in accordance with section 349 of the Companies Act 1956 and commission payable to a Director

11. Auditors Remuneration includes:

12. Deferred Taxation:

The Honble Kolkata High Court vide its order has allowed the company to utilize the Securities Premium Account towards meeting Deferred Tax Liability computed as per the Accounting Standard (AS-22) " Accounting of Taxes on Income" prescribed by The Institute of Chartered Accountants of India. Accordingly the Securities Premium Account has increased by adjustment of Net Deferred Tax Assets of Rs. 3,34,66,618 for the year (Previous Year Rs. 1,27,01,391).

13. The Company had entered into contract for foreign currency rupee swap to hedge its part of long term exposure based on interest rate and currency exchange agreement. Net Loss on such contracts Rs.1.46 Crore settled during the year have been accounted for and adjusted against interest on other loan.

There is one Foreign Currency derivative contracts outstanding as at 31st March, 2010 entered into by the Company for hedging purposes and as on date, an adverse position of Rs. 10.32 Crore (Rs. 16.06 Crore) has been indicated on Mark to Market basis, which has not been provided in the accounts and will be recognized on settlement /or maturity- of the contracts on or before 2nd July 2010.

14. Particulars of Unhedged foreign currency exposure as on balance Sheet date.

15. Operating Lease:

The Company during the year has given on Operating Lease 17 Wind Turbine Generator (WTG) having capacity of 10.2 MW situated at Kutch, Gujarat. Disclosures required as per Accounting Standards-19 issued by the

16. Segment Reporting (Under Accounting Standard 17 issued by ICAI)

Segment information has been prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company. As part of secondary reporting revenues are attributed to geographical areas based on the location of the customers. The following table presents the revenue, profit, assets and liabilities information relating to the business/ geographical segment for the year ended 31st March 2010. A) Primary Business Reporting

17. Related party disclosures:

In accordance with Accounting Standard 18 on Related Part) Disclosure issued by the Institute of Chartered Accountants of India, the company has complied with the required information as per details given below: List of related parties:

I) Key Management Personnel

a) Shri Sanjav Jhunjhunwala (Chairman)

b) Shri Sandip Jhunjhunwala (Managing Director)

II) Name of the Companies, where control exist (either individually or with others)

a) Aspective Vanijya Pvt. Ltd.

b) Jagdhatri Tracon Pvt. Ltd.

c) RELSteel& Timber Pvt. Ltd.

d) Snehpusph Barter Pvt. Ltd.

e) Subhchintak Vancom Pvt. Ltd.

f) Shree Krishna Gyanodaya Flour Mills Pvt. Ltd.

g) Varrsana Ispat Limited

h) REI Six Ten Retails Limited

III) Directors Relatives:

a) Shri Kailash Chandra Jhunjhunwala

b) Mrs. Koushalva Devi Jhunjhunwala

c) Mrs. Sangita Jhunjhunwala

d) Mrs. Suruchi Jhunjhunwala

e) Shri Akshav Jhunjhunwala

f) Shri Ambuj Jhunjhunwala

IV) Transactions with Related parties:

Note: Reimbursement of expenses has not been treated as related party transactions.

18. Additional information pursuant to the provisions of paragraph 3, 4C and 4D of Part II of Schedule VI to the Companies

Act, 1956.

(A) Capacities, Production, Sales and Stocks

* Includes Leased Capacity of 42 TPH for processing of Basmati Rice at various places in Punjab.

i) Finished Goods

ii) By-Product

iii) Power Generation

* Including Operating Lease Rental of Gujarat Wind Power Project

iv) Purchase/Sale of Goods

(B) Materials consumed & purchase of goods (100% Indigenous)

19) Previous years figures have been regrouped/re-arranged wherever considered necessary.

20) Figures in brackets in Note No. 17 denote previous years figures.

 
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