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Notes to Accounts of Ruchi Infrastructure Ltd.

Mar 31, 2015

1. Trade payables include bills payable for purchase of goods Rs. 501,22,17,148/- (Previous Year Rs. 423,32,87,529/-).

2. a. In line with the notification dated 31st March 2009, and subsequently issued on 29th December 2011 by the Ministry of Corporate Affairs amending Accounting Standard AS-11 "Effects of Changes in Foreign Exchange Rates", the Company has chosen to exercise the option under paragraph 46 A inserted in the standard by the notification

b. Accordingly the exchange differences on long term monetary items related to Foreign Currency Liabilities and Assets in so far as they are related to acquisition of Fixed Assets has been added/deducted from the cost of the relevant fixed assets and depreciation has been charged in the books of accounts after taking the effect of such changes.

c. In respect of exchange differences on long term monetary items related to Foreign Currency Liabilities in so far as they are not related to the acquisition of Fixed Assets, the Company has accounted the exchange differences in "Foreign Currency Monetary Item Translation Difference Account" ("FCMITDA") and the same is amortized over the balance period of long term borrowings. During the year the Company has transferred a Foreign Currency Loan as a part of slump sale of Refining Operations (Refer Note 38), accordingly the entire amount of accumulation in the FCMITDA of Rs.6,81,01,924/-(Previous year Rs. 5,97,71,472/-) has been charged to Statement of Profit and Loss as Finance Cost under Net Loss on Foreign Currency transactions and translation relating to Borrowing (Note No 27) and the unamortized amount of Nil (Previous year Rs. 6,07,42,665) has been shown under Reserves & Surplus (Note No 2).

3. In the opinion of Board of Directors, non-current and current assets, Loans and Advances have value on realization in the ordinary course of business, at least equal to the amount at which they are stated in the Balance sheet and that the provision for known liabilities is adequate and reasonable. There are no contingent liabilities other than stated herein above.

4. Pursuant to the Companies Act 2013 ('the Act') being effective from April 1, 2014 the Company has revised the useful life of fixed assets for providing depreciation on it. Accordingly, carrying amount as on April 1, 2014 has been depreciated over the remaining revised useful life of the assets. Due to this change the depreciation for the year ended 31st March 2015 is lower by Rs. 46,30,651/- and Profit before tax is higher to that extent. In accordance with transitional provisions in respect of assets whose useful life is already exhausted as on April 1,2014, depreciation of Rs. 3,17,60,211 (Net of deferred tax expenses of Rs.1,56,87,704/-) has been recognized in the opening balance of retained earnings in accordance with requirements of the Note 7(b) of schedule II of the Act

5. a. The Company has set up Agri-warehousing and Marketing infrastructure at various locations against which company is entitled to back ended subsidy as per the Scheme of Ministry of Agriculture, Government of India.

b. The eligible amount of subsidy is disbursed by NABARD directly to the financing bank, which is kept in separate account by the bank and interest charged by bank on term loan amount equivalent to subsidy received is refunded/ credited to the company. While payment of last installment of term loan or five years from the date of disbursement of first installment of term loan, whichever is later, the balance in subsidy account will be adjusted with the term loan.

c. As per the accounting policy adopted consistently, the Company has credited the subsidy of Rs. 45,00,000/- (Previous Year Nil) to related asset account on receipt of sanction from competent authority. Depreciation provided on related assets in earlier years is reversed to statement of profit and loss if subsidy capitalized in earlier year is sanctioned during the year. During the year depreciation of Rs. 5,45,171/- (Previous Year Nil) has been written back and shown in other income.

d. The amount of subsidy of Rs. 12,76,89,019/- (previous year Rs.12,31,89,637/- shown in Other Non-Current Assets in Note No. 14) directly received by the Bank and kept under lien for term loan is shown in cash and bank balances in Note No. 18.

6. a. During the year the Company had transferred its oil refining unit at Kakinada on a slump sale basis for a lump sum consideration of Rs. 49, 77, 60,648/- to Ruchi Soya Industries Ltd as a going concern w.e.f. 1st September 2014. Oil refining unit sold is considered as discontinued operation from that date. Accordingly the following assets and liabilities have been transferred:

7. Disclosure as per AS-15 – EMPLOYEE BENEFITS

A) GRATUITY

i) The Company has opted for scheme with Life Insurance Corporation of India to cover its liabilities towards employees gratuity. The annual premium paid to Life Insurance Corporation of India is charged to Profit and Loss Account. The Company also carries out actuarial valuation of gratuity using Projected Unit Credit Method as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) and difference between fair value of plan assets and liability as per actuarial valuation as at year end is recognized in statement of Profit and Loss.

B. LEAVE ENCASHMENT

The liability in respect of leave encashment is determined using actuarial valuation carried out as at Balance Sheet date. Actuarial gains and losses are recognized in full in Statement of Profit and Loss for the year in which they occur.

Liability on account of Leave Encashment as at the year end Rs.38,06,739/- (Previous Year Rs. 38,39,575/-)

8. Miscellaneous Expenses in Note 28 includes Rs.65,888/- (Previous Year Rs.71,72,224/-) bad debts written off.

9. (a) Leases -Where company is Lessor

The assets given on operating leases by the Company are included in fixed assets. Lease income is recognized in the statement of Profit and Loss on a straight line basis over the lease term. Costs, including depreciation are recognized as an expense in the Statement of Profit and Loss. Initial direct costs are recognized immediately in the statement of Profit and Loss.

The aggregate amount of Operating lease income recognized in the Statement of Profit and Loss is Rs. 23,94,32,648/- (Previous Year Rs. 27,92,75,611/-)

(b) Leases - Where company is Lessee

The Company has taken office premises and warehouses under operating lease agreements. These are renewable on periodic basis at the option of both lessor and lessee.

The company has not recognized any contingent rent as expense in the statement of profit and loss.

The aggregate amount of operating lease payments recognized in the statement of profit and loss is Rs. 3,98,16,899/- (excluding Rs. 1,13,31,101/- on account of discontinued operations) (Previous Year Rs. 1,21,77,776/- excluding Rs. 1,49,70,635/- on account of discontinued operations)

10. Related Party Disclosure

List of Related Parties and Relationships :

a) Parties where control exists :

Peninsular Tankers Private Limited (Subsidiary)

Ruchi Resources Pte. Limited (Subsidiary) ( Upto 18/02/2015 )

Mangalore Liquid Impex Private Limited (Subsidiary)

Union Infrastructure Solutions Pvt. Ltd. (Subsidiary)

Ruchi Renewable Energy Pvt Ltd (From 19/01/2015)

Narang and Ruchi Developers (Partnership Firm)

b) Key Management Personnel & their relative:

Mr. Dinesh Shahra, Managing Director w.e.f. 14.08.2014

Mr. Ashish Mehta, Company Secretary

Mr. N.K. Maheshwari , Chief Financial Officer w.e.f. 14.08.2014

Mr. Kailash Shahra, Brother of Managing Director

Mr. Santosh Shahra, Brother of Managing Director

Mr. Sarvesh Shahra, Son of Managing Director

Mrs. Amrita Shahra Sachdev, Daughter of Managing Director

Mrs. Vidhya Devi Khandelwal, Sister of Managing Director

Suresh Shahra (HUF)

Dinesh Shahra (HUF)

c) Entities where Key Management Personnel & their relatives of Key Management Personnel have significant influence and there are transactions during the year

Mahadeo Shahra Sukrut Trust

Ruchi Bio-fuels Private Limited

Ruchi Soya Industries Limited

Disha Foundation (Formerly Shiva Foundation)

Note: Related party relationship are identified by the Company and is relied upon by the auditors

11. During the year Ruchi Resources Pte Ltd, Singapore a subsidiary of the Company, was liquidated. Investment amounting to Rs. 2,24,100/- has been written off.

12. During the year the Company has enhanced its shareholding in Mangalore Liquid Impex Pvt Ltd, a subsidiary company from 51% to 98%.

13. Previous year figures have been re grouped or rearranged where ever considered necessary to make them comparable with current year's figures.


Mar 31, 2014

1.1 Terms / Rights attached to Equity Shares :

The company has one class of equity shares having a par value of Re. 1/- per share. Each shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding.

1.2 Terms / Rights attached to Preference Shares :

Preference Shares are Non Convertible, Cumulative, Redeemable and have a Par Value of Rs. 100/- per share. Each Preference Shareholder is eligible for one vote per share only on resolutions affecting their rights and interest. Shareholders are entitled to dividend at the rate of 6 % p.a.which is cumulative. In the event of liquidation of the Company before redemption, the holders of Preference shares will have priority over equity shares in the payment of dividend and repayment of capital.

1.3 The Company had allotted 6% Non Convertible, Cumulative, Redeemable Preference Shares of Rs. 100/- each as under : 17,33,345 Shares were allotted on March 31, 2006 37,27,268 Shares were allotted on October 9, 2006 The aforesaid Preference Shares are redeemable as under :

Rs. 33/- to be redeemed after 12 years from date of allottment Rs. 33/- to be redeemed after 13 years from date of allottment Rs. 34/- to be redeemed after 14 years from date of allottment

The Company at its sole discretion has an option to prematurely redeem the preference shares in full or in part after completion of three years from the date of allottment.

1.4 For the period of five years immediately preceeding the date at which the Balance Sheet is prepared, i.e. 31.03.2014, the company has not:

(i) allotted any shares pursuant to Contract(s) without payment being received in Cash, (ii) allotted any shares as fully paid up by way of bonus shares, (iii) bought back any shares / class of shares.

a) Term Loan from State Bank of India

i) Term Loan from State Bank of India is secured by (a ) exclusive first charge on the fixed assets of the Company created at various locations under the Rural Warehouses and Agri Marketing Infrastructure Facility project of the Company

(b) personal guarantee of a Director of the Company. ii) Rate of interest on Term Loan for aquisition of assets is 13.30% p.a. (Previous year 13 %) as at the year end and 16.95% p.a (Previous year 16.65%.) on the interest bearing portion of Loan against subsidy receivable from NABARD. (Refer Note No. 35) iii) Term Loan of Rs. 6,783.02 lacs, outstanding Rs. 1,687.70 lacs (Previous year Rs. 2,453.46 lacs) from State Bank of India is repayable in 26 scattered instalments starting from quarter ending June 2009 and last installment of Rs. 1,823.92 lacs (Including subsidy received/receivable to be adjusted. Refer Note No. 35) is payable in September, 2015.

c. Term Loan of Rs. 59,70,000/- from HDFC Bank outstanding Rs. 52,04,392/- secured by charge on specific assets financed by bank. The loan is repayable in 60 Equated Monthly installment of Rs.. 1,24,700/- each (including interest) commencing from July, 2013 and last installment being due on June, 2018.

2. Trade payables include bills payable for purchase of goods Rs. 423,32,87,529/- (Previous Year Rs. 296,24,30,534/-).

3. a. In line with the notification dated 31st March 2009, and subsequently issued on 29th December 2011 by the Ministry of Corporate Affairs amending Accounting Standard AS-11 "Effects of Changes in Foreign Exchange Rates", the Company has chosen to exercise the option under paragraph 46 A inserted in the standard by the notification.

b. Accordingly the exchange differences on long term monetary items related to Foreign Currency Liabilities and Assets in so far as they are related to acquisition of Fixed Assets has been added/ deducted from the cost of the relevant fixed assets and depreciation has been charged in the books of accounts after taking the effect of such changes.

c. In respect of exchange differences on long term monetary items related to Foreign Currency Liabilities in so far as they are not related to the acquisition of Fixed Assets, the Company has accounted the exchange differences in "Foreign Currency Monetary Item Translation Difference Account" and the same is amortised over the balance period of long term borrowings. Accordingly, an amount of Rs. 5,97,71,472/- (Previous Year Rs. 2,21,27,402/-) has been charged to Statement of Profit and Loss as Finance Cost included in Net Loss on Foreign Currency transactions and translation relating to Borrowing (Note No 26) and the unamortized amount of Rs. 6,07,42,665/- (Previous Year Rs. 5,80,52,464) has been shown under Reserves & Surplus.

4. a. The Company has set up Agri-warehousing and Marketing infrastructure at various locations against which company is entitled to back ended subsidy as per the Scheme of Ministry of Agriculture, Govt of India .

b. The eligible amount of subsidy is disbursed by NABARD directly to the financing bank, which is kept in separate account by the bank and interest charged by bank on term loan amount equivalent to subsidy received is refunded/ credited to the company. While payment of last installment of term loan or five years from the date of disbursement of first installment of term loan, whichever is later, the balance in subsidy account will be adjusted with credited in the term loan.

c. The amount of subsidy of Rs. 12,31,89,637/- (previous year Rs. 12,31,90,187/-) directly received by the Bank and kept under lien for term loan is shown in Other Non Current Assets in Note No. 13.

5. Disclosure on Financial and Derivative Instruments:

The Company uses foreign currency forward exchange contracts to hedge its exposures in foreign currency related to firm commitment and highly probable forecasted transactions.

6. Disclosure as per AS-15 – EMPLOYEE BENEFITS

A) GRATUITY

i) The Company has opted for scheme with Life Insurance Corporation of India to cover its liabilities towards employees gratuity. The annual premium paid to Life Insurance Corporation of India is charged to Profit and Loss Account. The Company also carries out actuarial valuation of gratuity using Projected Unit Credit Method as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) and difference between fair value of plan assets and liability as per actuarial valuation as at year end is recognized in statement of Profit and Loss.

7. Miscellaneous Expenses in Note 27 includes Rs. 71,72,224/- (Previous Year Rs. 2,48,73,570/-) bad debts written off.

44. (a) Leases -Where Company is Lessor

The assets given on operating leases by the Company are included in fixed assets. Lease income is recognized in the statement of Profit and Loss on a straight line basis over the lease term . Costs , including depreciation are recognized as an expense in the Statement of Profit and Loss. Initial direct costs are recognized immediately in the statement of Profit and Loss. The Company has not given any premises under non cancellable operating lease.

(b) Leases - Where Company is Lessee

The Company has taken office premises and warehouses under operating lease agreements. These are renewable on periodic basis at the option of both lessor and lessee. There is no escalation clause in the lease agreement. There is no sub leases. There are no restriction imposed by the lease agreements. The company has not recognized any contingent rent as expense in the statement of profit and loss.

7. RELATED PARTY DISCLOSURE List of Related Party Relationships :

a. Parties where control exists :

Peninsular Tankers Private Limited (Subsidiary) Ruchi Resources Pte. Limited (Subsidiary) Mangalore Liquid Impex Private Limited (Subsidiary) Union Infrastructure Solutions Private Limited (Subsidiary) Narang and Ruchi Developers (Associate)

b. Key Management Personnel & their relatives where there are transactions during the year Mr. Dinesh Shahra, Director

Mr. Kailash Shahra, Brother of Director

Mr. Santosh Shahra, Brother of Director

Mr. Sarvesh Shahra, Son of Director

Mrs. Vidhya Devi Khandelwal, Sister of Director

Mr. E. Srinivasulu (upto 12.01.2014)

c. Entities where Key Management Personnel & their relatives have significant influence and there are transactions during the year :

Nirvana Housing Pvt. Ltd. Ruchi Soya Industries Limited Ruchi Biofuels Private Limited Mahadeo Shahra Sukrut Trust Disha Foundation (Trust) Suresh Shahra (HUF)

Note: Related Party relationship are identified by the Company and is relied upon by the auditors.

8. The Ministry of Corporate affairs , Government of india Vide General Circular No 2 and 3 dated 8th February 2011 and 21st February 2011 respectively, granted a general exemption from Compliance with Section 212 of the Companies Act, 1956,subject to fulfillment of conditions stipulated in the circular. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

9. The financial statements have been prepared in line with the requirements of Revised Schedule VI of Companies Act, 1956 as introduced by the Ministry of Corporate Affairs from the financial year ended on 31st March 2012. Accordingly, assets and liabilities are classified between current and non-current considering 12 month period as operating cycle.

10. Previous years figures have been re grouped or rearranged where ever considered necessary to make them comparable with current year''s figures.

11. General Company Information Significant Accounting policies and practices adopted by the Company are disclosed as under :- 1. GENERAL COMPANY INFORMATION

Ruchi Infrastructure Ltd is a Public Limited Company incorporated on 28th August 1984 as Columbia Leasing and Finance Ltd . The Name of the Company was changed to Ruchi Infrastructure and Finance Ltd on 2nd September 1994 and to Ruchi Infrastructure Ltd on 14th June, 1995 . The Company is engaged in the business of infrastructure, development and operation of Storage Tanks, Warehouses and Jetty. The Company also operates a Edible Oil Refinery. The Company is also engaged in Trading in various products, goods and generation of power from wind energy. The Registered Office of the company is situated at 615, Tulsiani Chambers, Nariman Point, Mumbai-400021. The Company''s shares are listed on the BSE Limited and the National Stock Exchange of India Limited.


Mar 31, 2013

(Figures in Rs.)

2012-2013 2011-2012

1. Contingent Liabilities and commitments (to the extent not provided for)

a. Contingent liabilities :

i) Guarantees issued by Bank 35,79,21,640 33,10,27,740

ii) Income Tax/ Sales Tax/Customs Duty/ Excise Duty demands disputed in appeals. 19,24,82,757 17,86,90,638

b. Commitments :

Estimated amount of contracts remaining to be 39,51,597 37,50,000 executed on capital commitment (Net of Advances)

2. Trade payables include bills payable for purchase of goods Rs. 296,24,30,534/- (Previous Year Rs. 289,88,52,190/-).

3. a. In line with the notification dated March 31, 2009, and subsequently issued on December 29, 2011 by the Ministry of

Corporate Affairs amending Accounting Standard AS-11 "Effects of Changes in Foreign Exchange Rates", the Company has chosen to exercise the option under paragraph 46 A inserted in the standard by the notification.

b. Accordingly the exchange differences on long term monetary items related to Foreign Currency Liabilities and Assets in so far as they are related to acquisition of Fixed Assets has been added/ deducted from the cost of the relevant fixed assets and depreciation has been charged in the books of accounts after taking the effect of such changes.

c. In respect of exchange differences on long term monetary items related to Foreign Currency Liabilities in so far as they are not related to the acquisition of Fixed Assets, the Company has accounted the exchange differences in "Foreign Currency Monetary Item Translation Difference Account" and the same is amortised over the balance period of long term borrowings. Accordingly, an amount of Rs. 2,21,27,402/- (Previous Year Rs. 10,33,175/-) has been charged to Statement of Profit and Loss under Loss on Foreign Currency transactions and translation relating to Borrowing and the unamortised amount of Rs. 5,80,52,464/- (Previous Year Rs. 2,99,62,075) has been shown under Other Non Current Assets Rs. 4,29,08,343 (Previous Year Rs. 2,37,63,025/-) and Under Other Current Assets Rs. 1,51,44,121/- (Previous Year Rs. 61,99,050/-)

4. Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

a. Trade Payables includes Nil (Previous Year Nil) amount due to micro and small enterprises registered under the Micro, Small and Medium Enterprises Development Act, 2006 (MSME).

b. The details of amount outstanding to Micro, Small and Medium Enterprises are as under :

c. The 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.

5. In the opinion of Board of Directors, 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 and that the provision for known liabilities is adequate and reasonable. There are no contingent liabilities other than stated herein above.

6. a. The Company has set up Agri-warehousing and Marketing infrastructure at various locations against which the company is entitled to back ended subsidy as per the Scheme of Ministry of Agriculture, Government of India.

b. The eligible amount of subsidy is disbursed through NABARD directly to the financing bank, which is kept in separate account by the bank and is disbursed to the company as interest free loan. On payment of last installment of term loan or five years from the date of disbursement of first installment of term loan, whichever is later, the subsidy will be adjusted with the term loan from bank.

c. As per the accounting policy adopted consistently, Company has credited the subsidy of Rs. 8,80,59,000/- (Previous Year Rs. 22,50,000/-) to related assets account on receipt of sanction from the competent Authority. Depreciation provided in earlier years is reversed to statement of profit and loss if, subsidy capitalised in earlier years is sanctioned during the year. During the year depreciation of Rs. 1,67,31,210/- (Previous Year Rs. 4,42,353/-) has been written back and shown in other income.

d. The amount of final subsidy of Rs. 12,31,90,187/- (Previous Year Rs. 3,51,33,100/-) directly received by the Bank and kept under lien for term loan is shown in other Bank Balance Note No 17.

7. Disclosure as per AS-15 – EMPLOYEE BENEFITS A) GRATUITY

The Company has opted for scheme with Life Insurance Corporation of India to cover its liabilities towards employees gratuity. The annual premium paid to Life Insurance Corporation of India is charged to Profit and Loss Account. The Company also carries out actuarial valuation of gratuity using Projected Unit Credit Method as required by Accounting Standard 15 "Employee Benefits" (Revised 2005) and difference between fair value of plan assets and liability as per actuarial valuation as at year end is recognized in statement of Profit and Loss.

B. LEAVE ENCASHMENT

The liability in respect of leave encashment is determined using actuarial valuation carried out as at Balance Sheet date. Actuarial gains and losses are recognized in full in Statement of Profit and Loss for the year in which they occur.

Liability on account of Leave Encashment as at the year end Rs. 52,56,287/- (Previous Year Rs. 27,09,470) 39. Miscellaneous Expenses in Note 27 includes Rs. 2,48,73,570/- (Previous Year Rs. Nil/-) bad debts written off.

8. a. Leases - Where company is Lessor

The assets given on operating leases by the Company are included in fixed assets. Lease income is recognized in the statement of Profit and Loss on a straight line basis over the lease term. Costs, including depreciation are recognised as an expense in the Statement of Profit and Loss. Initial direct costs are recognised immediately in the statement of Profit and Loss. The Company has not given any premises under non-cancellable operating lease. (a) The total future lease rental receivable as at the balance sheet date is as under :

(b) The aggregate amount of operating lease payments recognized in the statement of profit and loss is Rs. 1,45,60,940/- (Previous Year Rs. 1,01,38,576/-)

9. RELATED PARTY DISCLOSURE List of Related Party Relationships :

a. Parties where control exists :

Peninsular Tankers Private Limited (Subsidiary)

Ruchi Resources Pte. Limited (Subsidiary)

Mangalore Liquid Impex Private Limited (Subsidiary)

Union Infrastructure Solutions Private Limited (Subisidiary)

Ruchi Greeen Energy Pvt Ltd (Subsidiary) (upto 15/03/2013)

Narang and Ruchi Developers (Associate)

Shubdeep Habitants LLP (Associate) (upto 17/12/2012)

b. Key Management Personnel & their relative : Mr. Dinesh Shahra, Director

Mr. Dinesh Khandelwal, Director Mr. Kailash Shahra, Brother of Director Mr. Suresh Shahra, Brother of Director Mr. Santosh Shahra, Brother of Director Mrs. Abha Devi Shahra, Wife of Director

Mr. Sarvesh Shahra, Son of Director Ms. Amrita Shahra, Daughter of Director Mr. Ankesh Shahra, Son of Director Ms. Amisha Shahra, Daughter of Director Mrs. Geeta Devi Koolwal, Sister of Director Mrs. Vashu Devi Jhalani, Sister of Director Mrs. Vidhya Devi Khandelwal, Wife of Director Mr. E. Srinivasulu, Manager

c) Entities where Key Management Personnel & their relatives of Key Management Personnel have significant influence : Great Eastern Infrastructure Corporation Private Limited Ruchi Corporation Limited Ruchi Biofuels Private Limited Ruchi Marktrade Private Limited Ruchi Multitrade Private Limited Indivar Wellness Private Limited Ruchi Realty Private Limited Nirvana Housing Private Limited Bright Star Housing Private Limited High Tech Realty Private Limited Spectra Realty Private Limited Mahakosh Holdings Private Limited Mahakosh Amusement Private Limited Deepti Housing Private Limited Deepti Properties Private Limited Neha Resorts & Hotels Private Limited Ankesh Resorts & Hotels Private Limited Shahra Estate Private Limited Neha Securities Private Limited Vishal Warehousing Private Limited Shahra Brothers Private Limited I Farm Venture Advisors Private Limited I Farm Equity Advisors Private Limited Saharsh Brokers Private Limited Delite Ventures Private Limited Avid Constructions Private Limited Sanchit Buildtech Private Limited Sakushal Buildtech Private Limited Shalin Infratech Private Limited Archer Construction and Builders Private Limited Navodit Infracon Private Limited Suramya Infratech Private Limited

Saharsha Infra Construction and Developers Private Limited Navaagat Infratech Private Limited Sadashay Constructions Private Limited Nibodh Infradevelopers Private Limited Aseem Infracon Private Limited Arav Construction and Developers Private Limited Aaradhya Buildtech Private Limited Aparaa Biuldtech Private Limited Alison Builders and Construction Private Limited Nischit Intratech Private Limited Mahaodeo Shahra and Sons Mahadeo Shahra Sukrut Trust Shiva Foundation (Trust) RSIL Benificiary Trust Ruchi Soya Industries Limited Note : Related Party relationship is identified by the Company and is relied upon by the auditors.

10. During the year, the Income Tax Department carried out search and seizure action u/s 132(i) of the Income Tax Act, 1961 on the Company, its promotors and some of its associated companies. The Department is in the process of scrutinising the various documents collected during the course of the operation. Pending these proceedings, the Company has not made any provision in the books for additional liability for tax as the same is not ascertainable at present.

11. The Ministry of Corporate affairs, Government of india Vide General Circular No 2 and 3 dated February 8, 2011 and February 21, 2011 respectively, granted a general exemption from Compliance with Section 212 of the Companies Act, 1956,subject to fulfillment of conditions stipulated in the circular. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

12. The financial statements have been prepared in line with the requirements of Revised schedule VI of Companies Act, 1956 as introduced by the Ministry of Corporate Affairs from the financial year ended on March 31, 2012. Accordingly, assets and liabilities are classified between current and non-current considering 12 months period as operating cycle.

13. Previous years figures have been re-grouped or re-arranged whereever considered necessary to make them comparable with current year''s figures.

14. General Company Information and Statement of Significant Accounting policies and practices adopted by the Company are disclosed in the statement annexed to these financial statements as Annexure "A".

1. GENERAL COMPANY INFORMATION

Ruchi Infrastructure Ltd is a Public Limited Company incorporated on August 28, 1984 as Columbia Leasing and Finance Ltd. The Name of the Company was changed to Ruchi Infrastructure and Finance Ltd on September 2, 1994 and to Ruchi Infrastructure Ltd on June 14, 1995. The Company is engaged in the business of infrastructure, development and operation of Storage Tanks, Warehouses and Jetty. The Company also operates an Edible Oil Refinery. The Company is also engaged in Trading in various products, goods and generation of power from wind energy. The Registered Office of the company is situated at 615, Tulsiani Chambers, Nariman Point, Mumbai-400021. The Company''s shares are listed on the BSE Ltd. and the National Stock Exchange of India Limited.


Mar 31, 2011

1. Contingent Liabilities not Provided for 2010-11 2009-10

a. Guarantees issued by Bank 30,13,35,140 17,18,00,686

b. Corporate Guarantee given on behalf of Subsidiary Nil 24,87,23,070

c. Estimated amount of contracts remaining to be executed on capital 11,14,127 Nil commitment (Net of Advance)

d. Liability on account of Customs duty if export commitments given for import of machinery at concessional rate of duty are not met Nil 2,15,60,301

e. Income Tax/Sales Tax/Customs Duty/ Excise Duty demands disputed 18,28,31,307 10,50,81,787 in appeals

2. In the opinion of Board of Directors, current assets, Loans and Advances have value on realization in the ordinary course of business, at least equal to the amount at which they are stated in the balance sheet and that the provision for known liabilities is adequate and reasonable. There are no contingent liabilities other than stated herein above.

3. The Company has availed Buyers Credit from Banks during the year. The outstanding amount as on March 31 2011 is Rs.111,95,47,939/- (Previous Year Rs.134,53,40,122/-) included under Short Term Advance from Bank (Schedule-4) is guaranteed by Banks against Fixed Deposits amounting to Rs.117,82,85,667/- (Previous Year Rs.137,16,00,000/-) included in Deposit Account under Cash & Bank Balances (Schedule-7).

4. Foreign Currency Convertible Bonds

a. The Company has issued Zero Coupon Foreign Currency Convertible Bonds (FCCBs) amounting to US $ 40 Million on February 5, 2007. The FCCBs have a maturity of five years and 1 day from the date of issue.

b. The Holders of the FCCBs have a right to convert the FCCBs into Equity Shares of the Company of Re.1/- each at a conversion price of Rs.39.20 per share. The conversion price is subject to adjustment/reset under certain circumstances as per the Terms and Conditions of the FCCBs.

c. Unless previously converted, redeemed or purchased and cancelled, the FCCBs will be redeemed on the maturity date at 144.50 percent of their principal amount.

d. The proceeds of the FCCB issue (net of expenses) have been used for the approved purposes. There is no unutilised amount of FCCB funds as on March 31, 2011 (Previous year Rs.2,04,188/-).

e. Unsecured Loans includes Rs.18,14,17,529/- being premium payable on redemption of FCCBs (Previous Year Rs.15,58,47,311/-).

f. During the year the Company issued 15,80,000 equity shares of Re.1/- each (Previous year 6,77,142) to FCCB holders upon exercise of conversion option.

g. The Premium on redemption attributable to the FCCBs converted during the year and provided in the books of account in the earlier year amounting to Rs.1,16,14,896/-(net of taxes) (Previous year Rs.9,75,25,570/- net of taxes towards buy back and conversion) has been reversed and credited to the Profit and Loss Account as Extraordinary Income.

5. In line with the notification dated March 31, 2009 issued by the Ministry of Corporate Affairs amending Accounting Standard AS-11 "Effects of Changes in Foreign Exchange Rates", the Company has chosen to exercise the option under paragraph 46 inserted in the standard by the notification.

Accordingly the exchange differences on long term monetary items related to Foreign Currency Liabilities and Assets in so far as they are related to acquisition of Fixed Assets has been added/deducted from the cost of the relevant fixed assets and depreciation has been charged in the books of accounts after taking the effect of such changes.

Arising from the above the Company has deducted an amount of Rs.65,11,434/- (Previous Year Rs.12,54,13,302/-) from fixed assets being the exchange differences on long term monetary items relatable to the acquisition of fixed assets.

In respect of exchange differences on long term monetary items related to Foreign Currency Liabilities in so far as they are not related to the acquisition of Fixed Assets , the Company has accounted the exchange difference in Foreign Currency Monetary Item Translation Difference Account and has amortised the same over the life of the monetary item but not later than March 31, 2011. Accordingly Exchange Gain amounting to Rs.67,20,000/- has been amortised during the year. (Previous Year Rs.67,20,000/-)

6. There is no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2011. This information as required to be disclosed under Micro, Small and Medium Enterprises Development Act, 2006 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 auditor.

7. Sundry creditors include bills payable for purchase of goods Rs.291,04,49,897/- (Previous Year Rs.215,51,84,866/-)

b. Borrowing cost capitalized during the year on funds attributable to construction/set up of project Rs.Nil (Previous Year Rs.1,80,95,437/-).

8. a. The Company has set up Agri-warehousing and Marketing infrastructure at different locations on which company is entitled to back ended subsidy as per the Scheme of Ministry of Agriculture, Government of India.

b. The eligible amount of subsidy is disbursed through NABARD directly to the financing bank, which is kept in reserve fund account by the bank and is disbursed to the Company as interest free loan. On payment of last installment of loan or five years from the date of disbursement of first installment of loan, which ever is later, the subsidy will be adjusted with the loan from bank.

c. However, as per the accounting policy adopted, company has credited the subsidy to related assets account on receipt of sanction from the competent Authority. Depreciation provided in earlier years is reversed to profit and loss account if subsidy related to assets capitalized in earlier years is sanctioned during the year and shown as "depreciation relating to earlier year".

d. The Term Loan from State Bank Of India includes a sum of Rs.8,40,26,200/- (Previous Year Rs.7,64,62,952/-) disbursed as interest free loan in lieu of Capital Subsidy and advance against Capital Subsidy received by the Bank from NABARD.

9. The Company has acquired land on lease in earlier years and as per the policy adopted no amortization was made. However with effect from current year Company has amortized the lease premium over the period of lease. The lease premium relating to earlier years Rs.77,63,587/- is amortized during the year and is shown as Prior period adjustment in the profit and loss account.

10. a. During the year Company was allotted 2,00,000 6% Redeemable preference Shares of Rs.100/- each, in SWAP of 2,00,000 6% Redeemable Preference Shares held in Sunshine Oleochem Ltd. as per the Scheme of Amalgamation approved by the jurisdiction high court.

b. 15,000 Equity Shares of Ruchi Soya Industries Limited purchased by the Company in an earlier year are yet to be transferred in its name. The dividend income on the said shares is also not recognized in the accounts. The Company is in process of transfer of shares and recovery of dividend income.

c. Company has received a sum of Rs.62,510/- by way of dividend on the shares sold in earlier years. The amount is included in Miscellaneous Income.

11. Sales includes loss Rs.29,55,361/- (Previous Year gain Rs.2,46,736/-) and Purchases includes loss Rs.3,24,57,951/- (Previous Year gain Rs.52,38,648/-) respectively towards difference arising on account of fluctuation in the rate of exchange, consequent to recording the transactions as per revised Accounting Standard No. 11 issued by the Institute of Chartered Accountants of India.

12. The Company has availed Sales Tax Deferment loan of Rs.19,19,42,262/- from Government of Andhra Pradesh for the Company's refining unit set up at Kakinada Andhra Pradesh. In case of default in repayment of the Sales Tax deferment loan, the movable and immovable properties of the Company are liable to be attached as a prior charge for recovery of loan under Revenue Recovery Act together with interest @ 21.50% calculated from the due date for repayment of loan.

13. Related Party Disclosure

List of Related Parties and Relationships

Party Name Relation

1) Holding and Subsidiary Companies

a. Peninsular Tankers Pvt. Ltd. Subsidiary Company

b. Ruchi Green Energy Pvt. Ltd. Subsidiary Company

(Formerly RIFL Energy Pvt. Ltd.)

c. Ruchi Resources Pte. Ltd. Subsidiary Company

d. Mangalore Liquid Impex Pvt. Ltd. Subsidiary Company

2) Associate Company Ruchi Soya Industries Ltd.

3) Entities where control exist

Narang and Ruchi Developers Company is a Partner

4) Mr. Mahendra Prasad Sharma Key Management Personnel (Whole time Director - upto September 9, 2010)

14. Other expenses in Schedule 13 includes Rs.56,95,943/- (Previous Year Rs.1,07,00,594/-) bad debts written off.

15. Advance recoverable in cash or in kind includes share application money given to Subsidiaries Rs.32,00,000/- (Previous year Rs.12,59,93,196/-)

15. Previous years figures have been re-grouped or re-arranged wherever considered necessary.

 
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