Notes to Accounts of Ruchi Infrastructure Ltd.

Mar 31, 2018

NOTE: A-B

A. GENERAL INFORMATION

Ruchi Infrastructure Limited (the company) is a Public Limited Company incorporated on 28th August, 1984 in India under the provision of Companies Act, 1956. The Company is engaged in the business of Infrastructure viz. storage of liquid commodities, Agri-warehousing facilities, Wind power generation, trading of various commodities and manufacturing of Soap. Its shares are listed on National Stock Exchange of India Ltd. (NSE) and Bombay Stock Exchange Ltd. (BSE).

a. 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 of any subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend which is paid as and when declared by the Board of Directors 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.

b. The details of shareholders holding more than 5% Shares

c. For the period of five years immediately preceeding the date at which the Balance Sheet is prepared, i.e. 31.03.201 8, the Company has not allotted any shares pursuant to Contract(s) without payment being received in Cash or by way of bonus shares or bought back any shares / class of shares.

NATURE AND PURPOSE OF RESERVES

(i) Capital Reserve

Capital Reserve was created on account of gains on buyback of FCCBs . The reserve can be utilised in accordance with the provisions of the Companies Act, 201 3.

(ii) Securities Premium Reserve

Securities Premium Reserve is created on recording of premium on issue of shares. The reserve can be utilised in accordance with the provisions of the Companies Act, 201 3.

(iii) General Reserve

The General Reserve is created from time to time out of surplus profit from retained earnings. General Reserve is created by transfer from one component of equity.

(iv) Capital Subsidy

Capital Subsidy was created on account of Subsidy Received from Government

(v) Equity Instruments through Other Comprehensive Income

The company has elected to recognise changes in fair value of certain class of investments in other comprehensive income. The fair value changes are accumulated within this reserve and shall be adjusted on derecognition of investment.

(vi) Retained Earnings

The same is created out of profits over the years and shall be utilised as per the provisions of the Companies Act, 2013.

Note:

A Term Loan From Banks

a. Term Loan from State Bank of India

i) Term Loan of Rs. 26,00,00,000/- from State Bank of India [outstanding amount Rs. 1 9,76,62,058 /-, (previous year Rs. 23,03,89,652/- and as at April 1, 2016 Rs. 24,44,71,242/-)] is secured by exclusive first charge on future receivables from sale of wind power, charge by way of hypothecaion charge on 18 wind turbine generators (WTG s ) located at location No P-1 61 to P-1 67 , P-1 70 to P-1 78 , village Palsodi, and P-11 7, P-1 79 Village Gopalpura Dist. Ratlam ( M.P.) 17 WTG s and location No N-22 Village Palnagar Dist. Dewas, ( M.P) 1 WTG and personal guarantee of Mr.Dinesh Shahra. The rate of interest as at the year end is as at the year end is 1 7.10% p.a, (previous year 15.10 % and as at April 1, 201 6, 1 2.1 0%).

ii) The Loan is repayable in 1 39 scattered monthly installments starting from September 201 5 and last installment due in March 2027.

b. Term Loan From South Indian Bank Ltd.

Term Loan of Rs. 69,00,00,000/- from south Indian Bank Ltd, [Outstanding amount Rs. 63,83,64,794/-, (previous year Rs. 68,80,80,580/- and as at April 1, 2016 Rs. nil)] from South Indian Bank is secured by :

i) Hypothecation of all current assets of the Company including receivables other than those charged to existing lenders of the Company

ii) Collateral security by way of hypothecation / mortgage of warehouses of the Company located at :

a. Survey No. 30/1, 30/2, 30/3, 30/4, Village Linga, District Chindwada(MP), Area of Land- 26,353 sq mt.

b. Survey No. 253/1, 257/1, 258 and 259, Village Chaigaon, Devi Tehsil, District Khandwa, Area of land-37,100 sq mt.

c. Survey No. 711, 712, 713, Village Jamunia, Kala Patwari, Halka No. 11, Mhow Nasirawad road, Tehsil and District Ratlam (MP), area of land 62,300 sq mt.

d. Survey No. 734/2, 751/2, 752, 756/2, 756/3, 756/4, 756/5, 758/1, 759/1, Patwari Halka No. 31, Village Mangrol, Mhow Nasirawad road, Tehsil and District Ratlam (MP), area of land - 53,100 sq mt.

e. Survey No. 167/1, 168/1, 78/1, 78/3, 79/2, 74, 75, 76, 77, 79/1, 78/2, 1 73/1, Village Raigaon, Tehsil Raghuraj Nagar District Satna(MP), area of land - 36,300 sq mt.

iii) The rate of Interest as at the year end is 10.70 %, (previous year 11.50% and as at April 1, 2016 nil).

iv) The loan is repayable in 26 scattered installaments starting from September 2017 with the last installment due in December 2023.

c. (i) Term Loan from HDFC Bank Ltd

Term Loan of Rs. 59,70,000/- from HDFC Bank Ltd, [Outstanding amount Rs. 3,68,187/-, (previous year Rs. 1 7,55,925/- and Rs. 30,1 7,009/- as at 1 st April 201 6 ) is secured by charge on specific assets financed by the Bank. The loan is repayable in 60 Equated Monthly Installment of Rs. 1,24,700/- (Including interest) commencing from July 2013, last installment being due in June 2018. Rate of Interest as at the year end is 9.61% p.a., (previous year 9.61 % and as at April 1, 201 6 9.61 %).

(ii) Term Loan from HDFC Bank Ltd

Term Loan of Rs. 1,62,42,847/- from HDFC Bank Ltd, [Outstanding amount Rs. 42,53,798/-, (previous year Rs. 77,84,092/- and Rs. 1,09,71,846/- as at April 1, 2016)] is secured by charge on specific assets financed by the Bank. The loans are repayable in 60 Equated Monthly Installment of Rs. 3,47,114/- (Including interest) commencing from April 2014 , last installment being due in March 2019. Rate of Interest as at the year end is 10.25% p.a., (previous year 1 0.25% and as at April 1, 201 6 1 0.25%).

B. Term Loan From Others

Term Loan From JM Financial Product Ltd.

Term Loan of Rs 28,00,00,000/- from JM Financial Products Limited, [Outstanding amount Rs. 26,18,06,1 73/- (previous year Rs. 27,75,53,454/-, as at April 1, 201 6 Rs. nil)] is secured by :

(i) Mortgage of residential property of the Company situated at Flat No 14, Vandan Co-operative Housing Society, 29-A, Doongersey Road, Malabar Hill, Walkeshwar, Mumbai.

(ii) Pledge of 80,00,000 shares of Ruchi Soya Industries Ltd held by the Company. The rate of Interest as at the year end is 12 % p.a, (previous year 12 % and as at 1st April 2016, nil).

The loan is repayable in 120 equated monthly installment of Rs. 40,1 7,187/- including interest commencing from February 201 7 with the last installment being due in January 2027.

C. Secured long term borrowings aggregating to Rs. 20,22,80,479/-(previous year Rs. 23,56,62,524/- as at 1st April,201 6 Rs. 24,69,73,152/-including interest accrued but not due on borrowings of Rs. 25,61,330/-(previous year Rs. 29,93,372/-,as at April 1, 2016 Rs. nil ) are secured by personal guarantee of Mr. Dinesh Shahra.

D 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 .

a. The Company had allotted 6% Non Convertible, Cumulative, Redeemable Preference Shares of Rs. 100/- each as under :

17,33,345 Shares were allotted on 31st March 2006 37,27,268 Shares were allotted on 9th October 2006

b. The aforesaid Preference Shares are redeemable as under :

Rs. 25/- to be redeemed after 18 years from date of allotment Rs. 75/- to be redeemed after 19 years from date of allotment 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 allotment.

NOTE : 1

Trade Payables include (refer note 21) bills payable for purchase of goods Rs. 86,1 5,67,224/- (Previous Year Rs. 1 34,37,90,755/and as at 1st April 2016 Rs. 198,91,21,920/-)

NOTE : 2 - DISCLOSURE REQUIRED UNDER SECTION 22 OF THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

a. Trade Payables includes nil (previous year 2016-201 7 nil, as at 1st April,201 6 nil) amount due to Micro and Small enterprises registered under the Micro, Small and Medium Enterprises Development Act,2006 (MSMED).

b. The detail 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 and relied upon by the auditors.

NOTE: 3

The Company is not required to spend any amount on Corporate Social Responsibility activities under Section 135 of the Companies Act, 201 3 for the year ended 31 st March 201 8, (previous year nil) calculated as per Section 1 98 of the Companies Act, 2013.

NOTE: 4

The following charges creatred by various lenders on the Company s assets are not satisfied and are being shown as Outstanding as per records with the Ministry of Corporate Affairs However entire amounts have been duly paid off by the Company.

NOTE: 5 - DISCLOSURE AS PER IND AS 19 - EMPLOYEE BENEFITS

A. Gratuity

The company provides for gratuity for employees as per the payment of gratuity Act,1972. Employees who are in countinous services for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination/resignation is paid as per the provision of the payment of gratuity Act,1972.The gratuity plan is a funded plan and company makes annual contributions to the group gratuity cum Life Assurance schemes administered by the LIC of india, a funded defined benefit plan for qualifying employees.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at March 31,201 8.The present value of the defined benefit obligations and the related current service cost, were measured using the Projected Unit Credit Method.

B. Leave Encashment

The liability in respect of leave encashment is determined using actuarial valuation carried out at at Balance sheet date. actuarial gains and losses are recognised in full in statement of Profit and Loss for the year in which they occur. Liability on account of Leave encashment as the year end Rs. 39,55,973/- ( previous year Rs. 38,55,653/-).

NOTE: 6 - SEGMENT REPORTING

A. General Information

(i) Factors used to identify the entity s reportable segments, including the basis of organisaiton Based on the criteria as mentioned in Ind As 108 Operating Segment , the Company has identified its reportable segments as under : Segment - 1 Trading Segment - 2 Infrastructure Segment - 3 Others Segment - 4 Unallocable

The Company''s operating segments are established on the basis of those components of the Company that are evaluated regularly by the Chief Operating Decision Maker in deciding how to allocate resources and in assessing performance. These have been identified taking into account nature of products and services, the differing risks and returns and the internal reporting system.

ii) Following are the reporting segments

B. Segment revenue, results, segment assets and liability include respective amounts directly identified with the segment and also an allocation on reasonable basis of amounts not directly identified. The expenses which are not directly relatable to the business segment are shown as un allocable corporate cost. Assets and Liabilities that cannot be allocated between segment are shown as un allocable corporate assets and liabilities respectively.

NOTE: 7 - OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES

The following table presents the recognised financial instruments that are offset, or subject to enforceable master netting arrangements and other similar agreements but not offset, as at March 31, 2018, March 31, 201 7 and April 1, 2016.

D Offsetting arrangements

(i) Borrowings

The Company has taken borrowings by providing current & fixed financial assets as security to the banks.

(ii) Other Financial Liability

The Company has unclaimed dividends liability against which company has deposited the said amounts in a separate bank account classified under current financial asset.

NOTE: 8 - FINANCIAL INSTRUMENTS FAIR VALUES AND RISK MANAGEMENT

A. Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the carrying amount is a reasonable approximation of fair value. A substantial portion of the Company s long-term debt has been contracted at floating rates of interest, which are reset at short intervals. Accordingly, the carrying value of such long-term debt approximates fair value.

B. Measurement of fair values

Valuation techniques and significant unobservable inputs

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.

NOTE: 9 - FINANCIAL INSTRUMENTS FAIR VALUES AND RISK MANAGEMENT Financial risk management

The Company has exposure to the following risks arising from financial instruments:

(i) Market risk

(a) Foreign Currency risk

(b) Interest rate risk

(c) Commodity Risk

(ii) Credit risk and

(iii) Liquidity risk

Risk management framework

The Company s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company s primary risk management focus is to minimize potential adverse effects of risks on its financial performance. The Company s risk management assessment policies and processes are established to identify and analyses the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. These policies and processes are reviewed by management regularly to reflect changes in market conditions and the Company s activities. The Board of Directors and the Audit Committee are responsible for overseeing these policies and processes.

Market risk

Market risk is the risk of changes the market prices on account of foreign exchange rates, interest rates and Commodity prices, which shall affect the Company s income or the value of its holdings of its financial instruments . The objective of market risk management is to manage and control market risk exposure within acceptable parameters, while optimising the returns.

Foreign currency risk

The fluctuation in foreign currency exchange rates may have impact on the profit and loss account, where any transaction has more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the entity. Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchangrates in those countries. The risks primarily relate to fluctuations in U.S. dollar and Euro, against the respective functional currrencies. The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange and interest rate exposure. The Company does not use derivative financial instruments for trading or speculative purposes.

Exposure to foreign currency risk

The summary quantitative data about the Company s exposure to currency risk as reported by the management of the Company is as follows:

Sensitivity analysis

A 1 % strengthening / weakening of the respective foreign currencies with respect to functional currency of Company would result in increase or decrease in profit or loss as shown in table below. The following analysis has been worked out based on the exposures as of the date of statements of financial position.

i. (b) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company s exposure to the risk of changes in market interest rates relates primarily to the borrowing from bank and financial institution. Currently Company is not using any mitigating factor to cover interest rate risk.

Interest rate sensitivity

A reasonably possible change of 1 % in interest rates at the reporting date would have increased /(decreased) equity and profit or loss by amounts shown below. This analysis assumes that all other variables, in particular, foreign currency exchange rates, remain constant. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.

(c) Commodity Risk

The prices of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as weather, government policies, changes in global demand resulting from population growth and changes in standards of living and global production of similar and competitive crops. During its ordinary course of business, the value of the Company s open sales and purchases commitments and inventory of raw material changes continuously in line with movements in the prices of the underlying commodities. To the extent that its open sales and purchases commitments do not match at the end of each business day, the Company is subjected to price fluctuations in the commodities market.

While the Company is exposed to fluctuations in agricultural commodities prices, its policy is to minimise its risks arising from such fluctuations by hedging its sales either through direct purchases of a similar commodity or through futures contracts.

In the course of hedging its sales either through direct purchases the Company may also be exposed to the inherent risk associated with trading activities conducted by its personnel. The Company has in place a risk management system to manage such risk exposure.

At the balance sheet date, a 1% increase/decrease of the commodities price indices, with all other variables remaining constant, would result in (decrease)/increase in profit before tax and equity by the amounts as shown below:

(ii) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company s receivables from customer. The Company establishes an allowance for doubtful debts and impairment that represents its estimate on expected loss model .

A. Trade and other receivables

The Company s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Expected credit loss assessment for customers as at March 31, 2018, March 31, 2017 and April 1, 2016

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Impaired amounts are based on lifetime expected losses based on the best estimate of the management. Further, management believes that the unimpaired amounts that are past due by more than 1 80 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk. The impairment loss related to several customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.

B. Cash and cash equivalents

The Company holds cash and cash equivalents with credit worthy banks and financial institutions of Rs. 8,31,64,884/- as at March 31, 2018, (Rs. 15,40,08,059/- as at 31st March 201 7 and Rs. 3,27,27,185/- as at 1st April 201 6 ).The credit worthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

C. Investments

The Company does not expect any losses from non-performance by these counter-parties apart from those already given in financials, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.

Financial Instruments Fair Values and Risk Management

(iii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company s reputation. The Company has obtained fund based lines from various banks. The Company also constantly monitors various funding options available in the debt and capital markets with a view to maintaining financial flexibility.

Exposure to liquidity risk

The table below analyses the Company s financial liabilities into relevant maturities groupings based on their contractual maturities for all non derivative financial liabilities

NOTE: 10 - 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. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

The Company monitors capital using a ratio of ''adjusted net debt to ''adjusted equity . For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Equity comprises of Equity share capital and other equity.

The Company s policy is to keep the ratio at optimum level. The Company s adjusted net debt to equity ratio was as follows.

NOTE: 11 - TRANSITION TO IND AS:

For the purposes of reporting as set out in Note A and B , we have transitioned our basis of accounting from Indian generally accepted accounting principles ( Indian GAAP ) to Ind AS. The accounting policies set out in Note A and B have been applied in preparing the financial statements for the year ended March 31, 2018. The comparative information presented in these financial statements for the year ended March 31, 2017 and in the preparation of an opening Ind AS balance sheet at April 1, 2016 (the transition date ).In preparing our opening Ind AS balance sheet, we have made certain adjustments to amounts reported in financial statements prepared in accordance with Indian GAAP. An explanation of how the transition from Indian GAAP to Ind AS has affected our financial position and performance is set out in the following tables. On transition, we did not revise estimates previously made under Indian GAAP except where required by Ind AS.

A. EXEMPTIONS AND EXCEPTIONS AVAILED

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

I Ind AS optional exemptions

(i) Property, plant equipment and intangible assets

Ind AS 1 01 permits a first time adopter to elect to continue with the carrying value for all of its property, plant and equipment and intangible assets as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 intangible assets.

Accordingly, the Company has elected to measure all its property, plant and equipment and intangible assets at their previous GAAP carrying value. There are no decommissioning liabilities of the Company.

(ii) Designation of previously recognised financial instruments

Ind AS 101 allow an entity to designate investments in equity instruments at FVOCI on the basis of the facts and circumstances at the date of transition to Ind AS.

The Company has elected to apply this exemption for its investment in equity investment other than the investments in subsidiaries, joint ventures and associates.

(iii) Investment in subsidiaries, joint venture & associates

There is an option to measure investments in subsidiaries, joint ventures and associates at cost in accordance with Ind AS 27 at either.

(a) Fair value on date of transition; or

(b) Previous gap carrying values

The Company has decided to use the previous gap carrying values and not to fair value its investments in subsidiaries, joint venture and associates as on the date of transition.

II. Ind AS mandatory exceptions

(i) Estimates : An entity s estimates in accordance with Ind AS at the date of transition to Ind AS are consistent with estimates made for the same date in accordance with previous GAAP.

(ii) Derecognition of financial assets and financial liabilities: The Company has opted to apply the exemption available under Ind AS 1 01 to apply the derecognition criteria of Ind AS 1 09 prospectively for the transactions occurring on or after the date of transition to Ind AS.

C. NOTES ON FIRST TIME ADOPTION:

1 Property, Plant & Equipment

On transition to Ind AS as on April 1, 201 6 the Company has elected to measure its tangible and intangible assets at their carrying value which is considered as the Deemed Cost

2 (a) Investment in Other than subsidiary, associates and Joint Venture

The Company has investment Other than in subsidiary and associates. These investments have been fair valued on the date of transition with a corresponding unrealised gain/(loss) recognised in Retained earnings via other comprehensive income [OCI] as on transition date i.e April 1, 2016 and designated the same at Fair Value through Other Comprehensive Income[FVOCI]. Subsequent gains/(losses) have been charged to Other Comprehensive Income. Accordingly non current investment has increased by Rs. 6,51,80,953/- as at March 31,2017.(Reduced by Rs. 93,21,680/- as at April 01,2016) In the previous year Rs. 10,33,54,347/- was provided as provision for diminution in investment under Indian GAAP which is reclassified under other comprehensive income as per Ind AS.

(b) Investments in Mutual Funds

The same are measured at Fair value through other comprehensive income as on transition date April 1, 2016 are adjusted to retained earnings , subsequent gain /loss are charged to OCI. Accordingly current investment has increased by Rs. 52,000/-as at March 31,201 7, (as at April 01,201 6 ''nil)

3 Leasehold Land

The Company has certain lease hold Lands with a tenure ranging between 10 to 30 years Under Ind AS land is treated as finance lease if the lease term is over several decades or the present value of minimum lease payments is substantially equal to the fair value of land. Since the above condition is not satisfied, lease arrangements in the range of 10 to 30 years the date of investment to the date of transition have been classified as operating leases as against the current practice of capitalizing them as leasehold land. Consequently, leasehold land has been de-recognised and prepaid lease rental have been recognised.

4 Trade Receivables

The Company measures recovery of debtors on Expected Credit Loss Model.(refer note 48(ii))

5 Open Purchase & Sale Contracts

As per requirement of Ind AS, specified Open purchase and sales contract outstanding as on the balance sheet date are Fair valued.

6 Amortisation of loan processing fees

The Company has incurred transaction/ processing costs on its borrowings. The said transaction/ processing costs is amortised over the period of loan. The same has been reduced from the borrowing on the date of initial recognition and amortised using effective interest rate method. As a result the long term borrowing has been reduced with a corresponding gain being recognised in retained earnings. Accordingly Amount of Borrowing has reduced by Rs. 41,98,920/-,as at March 31,201 7 (as at April 01,201 6 Rs. 25,01,91 0/-) and financial expenses has been reduced by Rs. 1 6,97,01 0/- in financial year 201 6-201 7 on account of reduction of processing cost from borrowings.

7 Borrowings

Under indian GAAP, Preference share of Rs. 54,60,61,300/- was shown under Share Capital, which is reclassified under borrowing as per the Ind AS.

8 Deferred Tax

The Company has recognised deferred tax as per requirements of Ind AS - 12 on Income taxes and recognised a deferred tax liability arising on account of the Ind AS adjustments as on April 1, 201 6 to retained earnings.

9 Corporate guarantees issued to Subsidiary

The Company has provided guarantees to Banks on behalf of a Subsidiary. These financial guarantees have been measured at fair value on the date of Initial recognition with corresponding amount being recognised as unearned guarantee commission. The same has been amortised over the term of the guarantee on a straight line basis. Under Ind AS income from guarantee given to others need to be recognised on systematic basis over the life of guarantee.

Accordingly other current liabilities has increased by Rs. 1,06,40,000/- as at March 31, 2017. (as at April 1, 2016 Rs. 2,1 2,80,000/-) on account of corporate guarantee given to subsidiaries which is credited to profit and loss account on systematic basis over the guarantee period.

10 Proposed Dividend

Under Indian GAAP, proposed dividends are recognised as a liability in the period to which they relate, irrespective of when they are declared. Under Ind AS, a proposed dividend is recognised as a liability in the period in which it is declared by the Company (usually when approved by shareholders in a general meeting);In the case of the Company, the declaration of dividend occurs after period end. Therefore, the liability recorded for this dividend as on the date of transition as well as tax relating to it has been derecognised amounting to Rs. nil as at March 31,2017 ( Rs. 3,94,33,577/- as at April 1,201 6).

11 Employee Benefits

Both under Indian GAAP and Ind AS, the Company recognised costs related to its post-employment defined benefit plan on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to profit and loss. Under Ind AS, remeasurements of defined benefits plans are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI. Therefore acturial gain on gratuity classified from statement of profit and loss to other Comprehensive income by Rs. 1 7,60,579/- in 201 6-201 7.

12 Bills of Exchanges Discounted with Recourse Terms

The Company had certain debtors which it discounts with the bank. The discounting of such debtors is done with recourse option. As per Ind AS, the risks and rewards have not been completely transferred to the bank as a result of the discounting. Hence, the Company has recognised the debtor as well as a secured loan in the financial statements in this regards.

13 Retained Earnings

Retained earnings as at April 1, 2016 has been adjusted consequent to Ind AS adjustments.

14 Government Grant

Under Indian GAAP, government grant that was related to warehousing construction were reduced from fixed Assets. Under Ind AS, government grant relating to the property plant and equipment should be presented in the balance sheet by setting up the grant as deferred income and credited to profit and loss account on a systematic basis over the expected life of the related Assets and presented within other income.

Accordingly, Property, Plant and Equipment (fixed assets as per Indian GAAP) has increased by Rs. 43,79,676/- as at March 31, 2017 (as at April 1, 2016 nil), depreciation for the year ended March 31, 2017 has increased by Rs. 1,54,932/-, (previous year nil) also other non current liabilities increased by Rs. 5,24,07,337/- as at March 31, 2017 (as at April 1, 2016 Rs. 5,01,87,715/-) on account of unamortised government grant which is credited to profit and loss account on a systematic basis.

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Mar 31, 2016

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

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 allotment.

2. For the period of five years immediately preceding the date at which the balance sheet is prepared, i.e. 31.03.2016, 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.

3. Term Loan from State Bank of India

4. Term loan from State Bank of India is secured by (a) exclusive first charge on the fixed assets of the company by way of mortgage created at various locations under the rural warehouses and agri marketing infrastructure facility project of the company (b) personal guarantee of a promoter/director of the company.

5. The term loan outstanding from State Bank of India of Rs.13,21,58,928 against which a credit of subsidy received and lying with bank of Rs.13,21,58,928 has been deducted. The loan account is yet not squared up as per terms of sanction pending NABARD approval.

6. Rate of interest on outstanding term loan as at the year end is nil. (Previous year 13.30 p.a.) on the interest bearing portion of loan.

7. (i) Term Loan from HDFC Bank Ltd.

Term loan of Rs.59,70,000/- from HDFC Bank, Outstanding Rs.30,17,008/- (Previous Year Rs.41,62,995/-) is secured by charge on specific vehicles financed by the bank. The loan is repayable in 60 equated monthly installment of Rs.1,24,700/- (including interest) commencing from July 2013 last installment being due in September 2018. Rate of interest as at the year end is 9.61% p.a.

8. Term Loan from HDFC Bank Ltd.

Term Loan of Rs.1,62,42,847/- from HDFC Bank, Outstanding Rs.1,09,71,846/- (Previous year Rs.1,38,50,298/-) is secured by charge on specific vehicles financed by the bank. The loans are repayable in 60 equated monthly installment of Rs.3,47,114/- (including interest) commencing from April 2014, last installment being due in March 2019. Rate of interest as at the year end is 10.25 % p.a.

9. Term Loan from State Bank of India

10. Term loan of Rs.26,00,00,000/- from State Bank of India outstanding Rs.24,69,73,152 (Previous Year Rs. Nil) is secured by exclusive first charge on future receivables from sale of wind power, hypothecation charge on 18 wind turbine generators (WTG''s) located at location No. P-161 to P-167, P-170 to P-178 Village Palsodi, and P-117, P-119 Village Gopalpura Dist. Ratlam (M.P) 17 WTG''s and location No. N-22, Village Palnagar Dist. Dewas, (M.P) 1 WTG''s.

11. The loan is secured by personal guarantee of director/promoter of the company.

12. The loan is repayable in 139 scattered monthly installments starting from September 2015 with the last installment due in March 2026.

13. The rate of interest as at the year end is 12.10% p.a. (Previous year nil)

14. Secured long term borrowings aggregating to Rs.24,69,73,1 52/- (Previous Year Rs.21,02,74,172/-) including interest accrued but not due of Rs. Nil (Previous Year Rs.8,14,145/-) are secured by personal guarantee of Director/promoter of the company.

Note:

15 Export packing credit / working capital demand loans from bank are secured by exclusive charge by way of pledge over all present and future specific current assets including book debts, stock, and other receivables.

16. Working capital loan from others are secured by exclusive charge by way of pledge of commodities as acceptable to the lender.

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

17. 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 (MSMED).

18. The details of amount outstanding to micro and small enterprises are as under :

19. In the previous year adjustment in retained earning represents depreciation adjusted as per provision of New Companies Act, 2013 (Refer Note 32) ii) Depreciation for the previous year represents depreciation related to :

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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.

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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.

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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.

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Mar 31, 2012

1. GENERAL COMPANY INFORMATION

Ruchi Infrastructure Limited is a Public Limited Company incorporated on August 28, 1984 as Columbia Leasing and Finance Limited. The Name of the Company was changed to Ruchi Infrastructure and Finance Limited on September 2, 1994 and to Ruchi Infrastructure Limited 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 - 400 021. The Company's shares are listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

1.1 The company has one class of equity shares having a par value of Rs. 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, except in case of interim dividend. 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.

1.2 The preference shares have a par value of Rs.100/- per share. Each preference shareholder is eligible for one vote per share only on resolutions affecting their interest. The Shareholders are entitled to dividend at the rate fixed at the time of the issue of such preference shares, which is cumulative. The preference shares are redeemable and the shareholders have a preferential right of repayment of capital over the equity shareholders in case of winding up.

1.3 The details of shareholders' holding more than 5% of Equity Shares in the Company:

1.4 Aggregate number of Equity Shares allotted as fully paid up on conversion of Foreign Currency Convertible Bonds during the period of five years immediately preceeding the current year - 22,57,142 equity shares.

1.6 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. 34/- to be redeemed after 14 years from date of allottment Rs. 33/- to be redeemed after 13 years from date of allottment Rs. 33/- to be redeemed after 12 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.

Note:

a) Foreign Currency Term Loan from Axis Bank Ltd.

The loan is secured by pari passu first charge on the fixed assets of the refinery at Kakinada, Andhra Pradesh. The loan is repayable in two installments of USD 4 mn each starting from quarter ending December 2010. Last installment is due in quarter ending March, 2012. Rate of interest as at year end is Nil (Precious year 2.46% p.a.).

b) Term Loan from State Bank of India

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.

The Term loan is repayable in 27 scattered quarterly instalments starting from quarter ending June 2009 and last instalment of Rs. 1,849 lacs is payable in December 2015. Rate of interest is 13.62% p.a. as at the year end (Previous Year 11.43% p.a.).

c) Foreign Currency Term Loan from Standard Chartered Bank PLC

Foreign Currency Term Loan from Standard Chartered Bank PLC (SCB) is to be secured by First Charge by way of hypothecation/mortgage charge on movable and immovable fixed assets at specified locations. Pari passu first charge on agri warehouses, if provided as security and first charge on escrow account opened with SCB where lease payments received will be deposited.

The Term loan is repayable in 18 scattered quarterly instalments starting from quarter ending November 2012 and last instalment in February 2017. Rate of interest as at year end is 3.95% p.a. (Previous Year Nil).

Note:

a. Aggregate amount of current investments is Rs. 147,77,283/-.

b. Current investments are valued at lower of cost or at market/fair value.

1. Contingent Liabilities and commitments 2011-2012 2010-2011 ( to the extent not provided for)

A. Contingent liabilities :

i) Guarantees issued by Bank 33,10,27,740 30,13,35,140

ii) Income Tax/Sales Tax/Customs Duty/

Excise Duty demands disputed in appeals. 17,86,90,638 18,28,31,307

B. Commitments :

i) Estimated amount of contracts remaining to be — 11,14,127 executed on capital commitment (Net of Advance)

2. Trade payables include bills payable for purchase of goods Rs.241,08,15,662/- (Previous Year Rs.291,04,49,897/-).

3. a. The Company had issued Zero Coupon Foreign Currency Convertible Bonds (FCCBs) on February 5, 2007.

The FCCBs had a maturity of five years and 1 day from the date of issue.

b. The Holders of the FCCBs had a right to convert the FCCBs into Equity Shares of the Company of Rs.1/- each at a conversion price of Rs.39.20 per share. During the previous year the company issued 15,80,000 equity shares of Rs.1/- each to FCCB holders upon exercise of conversion option, as per terms of issue.

c. The Premium on redemption attributable to the FCCBs converted during the previous year and provided in the books of account in the earlier year amounting to Rs.Nil [Previous Year Rs. 1,16,14,896/- (net of taxes)] has been reversed and credited to the Profit and Loss Account as an Extraordinary Income.

d. Premium on FCCB (Refer Note 27) includes withholding taxes of Rs.6,03,92,063/- (Previous Year Rs. Nil).

e. The Company has redeemed the outstanding FCCBs on due date during the year as per the terms of issue of FCCBs.

4. 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. Arising from the above the Company has capitalized an amount of Rs.13,27,76,896/- (Previous Year deducted an amount of Rs.65,11,434/- from fixed asset) in fixed assets being the exchange differences on long term monetary items relatable to the acquisition of fixed assets.

d. 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 period of the loan. Accordingly, an amount of Rs.10,33,175/- (Previous Year Rs. Nil) has been charged to Statement of Profit and Loss under Loss on Foreign Currency transactions and translation relating to Borrowing and the balance amount of Rs.2,99,62,075/- (Previous Year Rs. Nil) has been included in Other Non Current Assets as Foreign Currency Monetary Item Translation Difference Account.

5. The Company has not received any information from "Suppliers" regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amount unpaid as at year end together with Interest paid / payable under this Act have not been given.

6. 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.

7. 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 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. However, as per the accounting policy adopted consistently, 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. During the year depreciation of Rs.4,42,353/- (Previous Year Rs.22,48,749/-) has been written back and shown in other income.

d. The amount of final subsidy of Rs.3,51,33,100/- (Previous Year Rs.3,28,83,100/-) directly received by the Bank and kept under lien for term loan is shown in Other Bank Balance in Note No. 17.

8. 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.

9. 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 Profit and Loss Account.

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 Profit and Loss Account for the year in which they occur. Liability on account of Leave Encashment as at the year end Rs.27,09,470/- (Previous Year Rs.20,33,616/-).

NOTE - 10: RELATED PARTY DISCLOSURE List of Related Parties and Relationships :

a) Parties where control exists :

Peninsular Tankers Private Limited (Subsidiary)

Ruchi Green Energy Private Limited (Subsidiary)

Ruchi Resources Pte. Limited (Subsidiary)

Mangalore Liquid Impex Private Limited (Subsidiary)

Union Infrastructure Solutions Pvt. Ltd. (Subsidiary)

Narang and Ruchi Developers (Associate)

Shubhdeep Habitants LLP (Associate)

b) Key Management Personnel (KMP) & their relative :

Mr. Dinesh Shahra, 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

c) Entities where Key Management Personnel (KMP) & their relatives have significant influence : Aaradhya Buildtech Private Limited

Alison Builders & Construction Private Limited Ankesh Resorts & Hotels Private Limited Aparaa Biuldtech Private Limited Arav Construction & Developers Private Limited Archer Construction & Builders Private Limited Aseem Infracon Private Limited Avid Constructions Private Limited

Bright Star Buildtech Private Limited Bright Star Housing Private Limited Deepti Housing Private Limited Deepti Properties Private Limited Delite Ventures Private Limited

Great Eastern Infrastructure Corporation Private Limited

Hightech Realties Private Limited

I Farm Equity Advisors Private Limited

Indivar Wellness Private Limited

Mahadeo Shahra Sukrut Trust

Mahakosh Amusement Private Limited

Mahaodeo Shahra & Sons

Mahaodeo Shahra & Sons Private Limited

Navaagat Infratech Private Limited

Navodit Infracon Private Limited

Neha Resorts & Hotels Private Limited

Neha Securities Private Limited

Nibodh Infradevelopers Private Limited

Nirvana Housing Private Limited

Nischit Intratech Private Limited

RSIL Benificiary Trust

Ruchi Marketrade Private Limited

Ruchi Bio-fuels Private Limited

Ruchi Corporation Limited

Ruchi Multitrade Private Limited

Ruchi Realty Private Limited

Ruchi Soya Industries Limited

Sadashay Construction Private Limited

Saharsh Brokers Private Limited

Sakushal Buildtech Private Limited

Sanchit Buildtech Private Limited

Shahra Brothers Private Limited

Shahra Estate Private Limited

Shahra Sons Private Limited

Shalin Infratech Private Limited

Sharsha Infracon construction and Developers Private Limited Shiva Foundation (Trust)

Soyumm Marketing Private Limited Spectra Realties Private Limited Suramya Infratech Private Limited Vishal Warehousing Private Limited

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

11. Miscellaneous Expenses in Note 27 includes Rs.Nil (Previous Year Rs.56,95,943/-) bad debts written off.

C) i) None of the parties to whom loans were given have made investment in the shares of the Company.

ii) The above Advances fall under the category of loans and advances, which are repayable on demand and are interest-free.

12. (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.

The aggregate amount of Operating lease income recognized in the Statement of Profit and Loss is Rs.20,28,85,379/- (Previous Year Rs.19,88,24,387/-).

(b) Leases - Where Company is Lessee

The Company has taken various premises under operating leases with no restrictions and are renewable / cancelable at the option of either parties. There are no sub leases. There are no restrictions imposed by lease arrangements. 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.1,01,38,576/- (Previous Year Rs.86,19,456/-).

13. 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.

14. 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 month period as operating cycle. Consequently, the company has re-classified previous year figures to confirm to this year's classification.

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

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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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Mar 31, 2010

1. In the opinion of the Board, Current Assets, Loans and Advances and deposits are of the value stated in the Balance Sheet, is realisable in the ordinary course of business.

2. The balance in the accounts of the debtors, loans, advances deposits and current liabilities are partly confirmed.

3. Contingent Liabilities not provided for :

a. Guarantees issued by bank Rs.17,18,00,686 /- (Previous Year Rs.10,35,24,186/-)

b. Corporate Guarantee given on behalf of a Subsidiary - Rs.24,87,23,070/- (Previous Year Rs.33,18,12,128/-)

c. Liability on account of Customs duty if export Commitments given for import of Machinery at concessional rate of duty are not met - Rs.2,15,60,301/- (Previous Year Rs.1,48,42,460/-)

d. No Provision has been made for the following demands against which the company has filed appeals with the concerned authourities

2009-2010 2008-2009

i) Customs Duty 2,15,42,779 3,05,40,822

ii) Excise Duty 20,31,064 14,89,019

iii) Service Tax - 1,97,445

iv) Sales Tax 8,15,07,944 1,57,38,563



e. Matters decided by appellette authourities in favour of the company against which the Customs/ Excise Department have gone in appeal - Rs.1,89,86,285/- (Previous Year Rs.1,84,43,840/-).

4. In accordance with the Accounting Standard - 22 Accounting for taxes on income" issued by the Institute of Chartered Accountants of India, the company has written back an amount of Rs.56,36,189/- (Previous year Provison of Rs.2,10,89,314/-) in the Profit & Loss Account as deferred tax provision for the year.

5. The Company had availed Buyers Credit from Banks during the year. The outstanding amount as on 31st March, 2010 of Rs.134,53,40,122 /- (Previous Year Rs.97,34,88,889/-) shown under Unsecured loans (Schedule - 4) is guaranteed by Banks against Fixed Deposits amounting to Rs.137,16,00,000/- (Previous Year Rs.98,55,00,000/-) shown in Deposit Account under Cash & Bank Balances (Schedule - 7).

6. a) The Company had issued Zero Coupon Unsecured Foreign Currency Convertible Bonds (FCCBs) amounting to USD 40 Million on 5th February 2007. The FCCBs have a maturity of five years and 1 day from the date of issue.

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. (Previous Year Rs.39.20/- per share) The conversion price is subject to adjustment / reset under certain circumstances as per the Terms & Conditions of the FCCBs. Unless previously converted, redeemed or purchased and cancelled, the FCCBs will be redeemed on the Maturity date at 144.50 per cent of their principal amount.

c) Unsecured Loans includes Rs.15,58,47,311/- being premium payable on redemption of FCCBs (Previous Year Rs.23,31,22,248/-).

d) In accordance with the Reserve Bank of India circular dated 8th December 2008 on buy back of FCCBs the Company has during the year ended 31st March 2010, bought back FCCBs of the face value of USD 4 Million at a discount. (Previous Year USD 15 Million).

The said FCCBs having been issued for the purpose of financing various capital expenditure, the difference between the face value and the amount at which the Bonds were bought back amounting to Rs.4,12,14,450/- (Previous Year Rs.29,66,59,000/-) being of capital nature, has been credited to Capital Reserve and included under Reserves & Surplus. The FCCBs have been accordingly cancelled and recorded in the books of account.

e) The premium on redemption attributable to the FCCBs bought back and provided in the books of acount in the earlier year amounting to Rs.9,75,25,570/- (net of taxes) (Previous year Rs.5,65,43,859/- net of taxes) has been reversed and credited to the Profit and Loss account as extraordinary income.

8. Employee Benefits

Effective 1st April 2007, the Company has adopted revised Accounting Standard 15 (AS-15)(revised 2005) Employee Benefits issued by the Institute of Chartered Accountants of India. Disclosure as required by AS-15 are as under:

9. In line with the notification dated 31st March 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 opton under paragraph 46 inserted in the standard by the notification.

A. 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.12,54,13,302/- from fixed assets being the exchange differences on long term monetary items relatable to the acquision of fixed assets. (Previous Year addition of Rs.17,67,39,598/- to fixed assets.)

B. 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 acquisiton 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 31st March 2011. Accordingly Exchange Gain amounting to Rs. 67,20,000/- has been amortised during the year. (Previous Year Rs. Nil)

10. The Company has not received any memorandum (as required to be filed by the Suppliers with the notified authourities under the Micro, Small and Medium Enterprises Development Act, 2006 claiming their status as on 31st March 2010 as Micro, Small or Medium Enterprises. Consequently the amount paid / payable to these parties during the year is Nil.

Note : Production does not include Quantities produced for others on job work basis but includes the folowing items produced by others for the Company

Note: Sales & Purchase quantity include shortage / excess if any.

11. Segment information required to be disclosed in accordance with Accounting Standard 17 on Segment Reporting

The Company has identified segments on basis of products, risks and returns.

The various segments identified by the company are as under :

Oils — Crude Oils , Refined Oils, Vanaspati

Infrastructure — Storage, Agri Warehousing, Real Estate and Wind Energy

Segment Revenue, segment results, segment assets and segment liabilities include amounts directly identified with the segment. Amounts not directly identifiable with segments are allocated to segments on a reasonable estimated basis. Other amounts which are not relatable to segmens are shown as unallocated items.

12. Disclosure of transactions with related parties as required by Accounting Standard 18 on related party disclosure. Related parties have been identified on the basis of representation made by the management and information available with the Company.