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Notes to Accounts of Ruchi Soya Industries Ltd.

Mar 31, 2016

Note:

i There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at the year end.

ii Non-Trade payables include Rs, 99.61 lakh [Previous year Rs, 1.52 lakh ] due to Related parties. [Refer Note 34]

iii Non-Trade payables include Rs, 2,263.94 lakh [Previous year Rs, 403.88 lakh] due to banks on account of forward exchange contracts.

iv Other liabilities include Rs, 138.10 lakh [Previous Year Rs, 237.37 lakh ] on account of Derivative Liability [Refer Note 2N].

Other disclosures

Gratuity is payable to all employees at the rate of 15 days salary for each completed year of service. In respect of employees covered by the Payment of Gratuity Act, 1965, the same is subject to a maximum limit of Rs, 10.00 lakh .

Salary escalation is considered in line with the industry practice considering promotion and demand and supply of the employees.

ii) Defined contribution plan

The Company has recognized Rs, 933.95 lakh (Previous year Rs, 891.15 lakh) towards contribution to Provident and pension Fund and contributed Rs, 68.94 lakh (Previous year Rs, 79.11 lakh ) towards Employee State Insurance in the Statement of Profit and Loss.

E i) Diminution in the value denotes permanent diminution in the value of investments. In case of unlisted securities the same is determined based on valuation reports and in case of listed securities determined based on the prevailing market prices.

ii) Pursuant to Schemes u/s. 391-394, of then applicable The Companies Act,1956 approved by the Hon’ble High Court of judicature at Mumbai and Delhi in an earlier year, 76,30,115 Equity shares of the Company are held by a Trust for the benefit of the Company and its successors. The right, title and interest in the Trust has been shown under the head Noncurrent Investments’ at cost in accordance with the accounting policy of the Company. The dividend received by the Trust in respect of these shares is included under the head ‘Dividend’ under ‘Other Income’ in Note 22.

Note: (a) The above includes debts due from firms/private companies in which director is partner/director Rs, Nil (Previous year Rs, 6,628.62 lakh ). (b) Includes debts amounting to Rs, 22,721.13 lakh due within six months from extended due dates.

i Interoperate Deposits include Rs, Nil [Previous year Rs, 158.28 lakh] kept with Related parties [Refer Note 34]

ii Advances recoverable in cash or in kind or for value to be received includes Rs, 75.25 lakh ( Previous year Rs, 0.12 lakh ) receivable from related party also refer Note 34 and 36.

iii Refer Note 30 B (b) (iii).

iv In respect of certain advances included under inter-corporate deposits, the Company has charged interest on advances given on net daily products of balances due from/payable to these companies during the year. The Company has been advised that this is in compliance with the provisions of section 186 of the Companies Act, 2013.

D. [Excludes Rs, 116.08 lakh (Previous year Rs, 18.85 lakh )pertaining to Bad debts and advances written off debited to Business Development Reserve] and Excludes Rs, 514.85 lakh [ Previous year Rs, 162.26 lakh ] Gain on Reversal of Provision for doubtful debts and doubtful advances (net of deferred tax) Refer Note 2(M).

E. Excludes Provision for diminution in value of investments Rs, 5,581.45 lakh (Previous year Rs, Nil). Refer Note 2(M).

F. [Excludes Rs, 22.75 lakh (Previous year Rs, 17.74 lakh) Additional charge on sale of revalued assets and Reversal of Revaluation Rs, 50.50 lakh (Previous year Rs, Nil) debited to Business Development Reserve Refer Note 2 (M).]

G. [Excludes Rs, 4,094.67 lakh (Previous year Rs, 3,981.27 lakh) both years net of current tax thereon debited to Business Development Reserve] Refer Note 2(M).

(iv) During an earlier year , the Company had received claims amounting to US$ 662.68 lakh ( to the extent quantified) from two overseas entities (claimants) in respect of performance guarantees purportedly given by the Company as a second guarantor on behalf of an overseas entity in respect of contracts entered into between the claimants and the overseas entity. The Company denies giving the guarantees and has disputed the claims and is in the process of taking appropriate legal actions and making suitable representations in the matter. The Company does not expect that any amount will become payable in respect of the claims made. No provision is made in respect of the same in the books of account.

(v) Interest liability , if any, in respect of advance from customers

in the event of default. 945.37 456.25

(vi) No Provision has been made in respect of cliams of Rs, 52,320.64 lakhs (Previous year Rs, 52,320.64 lakhs) under the Biological Diversity Act, 2002 since in the opinion of the Company the claim has been incorrectly raised and has been disputed by the Company.

(vii) On divestment of shares of Gemini Edibles and Oil Pvt. Ltd. in an earlier year, pursuant to the Share Purchase Agreement, the Company paid an amount of Rs, 2,836.52 lakh to the said Company by way of deposit which is refundable on receipt of various incentives by the said Company from Government authorities. Of the total amount paid, the Company has received refund of Rs, 2,276.43 lakh till March 31, 2016. The Company expects to recover the balance amount of Rs, 560.09 lakh fully. Accordingly, no provision is considered necessary in this regards.

viii) The Competition Commission of India has issued a notice under section 36(2) read with section 41(2) of The Competition Act, 2002 (the Act) into alleged violations of the said Act. The Company has made representation in the matter from time to time. Later a investigation by Director General was intiated under section 26(1) of the Act. The hearing was completed on February 25, 2016 The final order of the Commission is awaited. Pending receipt of the order, liability, if any, that may arise in this regard cannot be ascertained at this stage.

iii) Other advances recoverable in cash or kind under Note 19 Short Term Loans and Advances include advances of Rs, 49,969.15 lakh given to suppliers for supply of castor seeds against firm commitments. There is a substantial volatility in the market price of the said commodity as compared to the contracted price. The amount of loss that may be incurred on purchase of the said goods cannot be ascertained at this stage.

(a) Segment information required to be disclosed in accordance with Accounting Standard 17 (AS-17) relating to ‘Segment Reporting’ is given in Para (f) below.

(b) The Company has disclosed business segments as the primary segments. Segments have been identified taking into account the type of products, the differing risks and returns and the internal reporting system. The various segments identified by the Company comprise as under:

Extractions Various types of seed extractions

Vanaspati Vanaspati, Bakery fats and Table spread

Oils Crude oils, refined oils

Food Products Textured Soya protein, Soya flour

Wind Power Generation Electricity Generation from Wind Mills

Others Gram, Wheat, Rice, Maize, Corn, Seeds, Coffee, Marine Products,

Tuar, Peas, Barley, Soap, Fresh Fruit Bunch, seedling and Plant and Equipment, Cotton Bales, Toiletry preparations and Cotton seed oil cake.

By products related to each segment have been included under the respective segment.

(c) Extraction is considered as the primary product resulting from the solvent extraction process and crude oil as the secondary product. While computing segment results, all costs related to solvent extraction process are charged to the extraction segment and recovery on account of crude oil is credited to the said segment. Credit for recovery of crude oil is taken on the basis of average monthly market price.

(d) The Company has disclosed geographical segments as the secondary segment. Secondary segments comprise of domestic market & exports.

(e) Segment revenue, segment results, segment assets and segment liabilities include respective amounts directly identified with the segment and also an allocation on reasonable basis of amounts not directly identified. The expenses which are not directly relatable to the business segments are shown as unallocated cost. Assets and liabilities that cannot be allocated between the business segments are shown as unallocated assets and liabilities respectively.

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

Related party relationships i) Parties where control exists

Ruchi Worldwide Limited (Subsidiary)

Mrig Trading Private Limited (Subsidiary)

Ruchi J-Oil Private Limited (Subsidiary)

RSIL Holdings Private Limited (Subsidiary)

Ruchi Hi-Rich Seeds Private Limited (Step down Subsidiary)

Ruchi Industries Pte. Limited (Subsidiary)

Ruchi Ethiopia Holdings Limited (Subsidiary)

Ruchi Agri Plantation (Combodia) Pte.Limited (Step-down subsidiary)

Ruchi Agritrading Pte. Limited (Step-down subsidiary)

Ruchi Agri SARLU (Step-down subsidiary)

Ruchi Agri PLC (Step-down subsidiary)

Palmolien Industries Pte. Limited (Step-down subsidiary)

Ruchi Middle East DMCC (Step-down subsidiary) (w.e.f November 15, 2015)

GHI Energy Private Limited (Associate)

Ruchi Kagome Foods India Private Limited (Associate)

Indian Oil Ruchi Bio Fuels, Limited Liability Partnership

ii) Key Management Personnel & their relatives

Mr. Dinesh Shahra, Managing Director

Mr. Kailash Shahra, Brother of Managing Director

Mr. Suresh Shahra, Brother of Managing Director

Mr. Santosh Shahra, Brother of Managing Director

Mrs. Abha Devi Shahra, Wife of Managing Director

Mr. Sarvesh Shahra, Son of Managing Director

Ms. Amrita Shahra, Daughter of Managing Director

Mr. Ankesh Shahra, Son of Managing Director

Ms. Amisha Shahra, Daughter of Managing Director

Mrs. Vidhyadevi Khandelwal, Sister of Managing Director

Mr. V. K. Jain, Whole-time Director

Mrs. Geeta Devi Koolwal, Sister of Managing Director

Related party relationships (Cont.)

Mrs. Vashu Devi Jhalani, Sister of Managing Director

Mr. Ramjilal Gupta, Company Secretary

Mr. V. Suresh Kumar, Chief Financial Officer

iii) Entities where Key Management Personnel or relatives of Key Management Personnel have significant influence Ruchi Bio Fuels Private Limited High Tech Realties Private Limited Mahakosh Holdings Private Limited Ruchi Marktrade Private Limited (upto December 31, 2015)

Shahra Brothers Private Limited Mahadeo Shahra & Sons Mahadeo Shahra Sukrat Trust Disha Foundation (Trust)

RSIL Benificiary Trust Shahra Estate Private Limited Dinesh Shahra HUF Kailash Shahra HUF Suresh Shahra HUF Santosh Shahra HUF Ruchi Infrastructure Limited


Mar 31, 2015

1. GENERAL INFORMATION

Ruchi Soya Industries Limited ('the Company') is a Public Limited Company engaged primarily in the business of processing of oil-seeds and refining of crude oil for edible use. The Company also produces oil meal, food products from soya and value added products from downstream and upstream processing. The Company is also engaged in trading in various products and generation of power from wind energy. The Company has manufacturing plants across India and is listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) .

2. CONTINGENT LIABILITIES AND COMMITMENTS Rs. in lac ( to the extent not provided for)

For the For the year ended year ended March 31, March 31, 2015 2014

A Contingent liabilities

a) Claims against the Company 1,273.49 850.47 not acknowledged as debts

b) Guarantees

(i) Outstanding bank Guarantees 4,593.75 5,964.69

(ii) Outstanding letter of credit — —

(iii) Outstanding corporate gurantees given on behalf of

- Indian Subsidiaries (Share in sanctioned amount Rs. 61,065.73 lac ( Previous year 45,278.90 42,391.71 Rs. 70,208.79 lac)

- Indian Associate (Sanctioned amount Rs. 9,600.00 lac ( Previous year Rs. 9,600.00 lac) 6,700.00 7,326.00

- Foreign Subsidiaries (Sanctioned amount Rs. 97,780.80 lac ( Previous year Rs. 51,034.00 lac) 45,268.09 13,734.15

c) Other Money for which Company is Contingently liable

(i) EPCG Licences benefit 607.11 1,275.84 in event of default of Export Obligation

(ii) Income tax/Sales tax/ Excise/Octroi/Custom duty/ESIC/ Electricity Duty/demand disputed 89,058.66 48,452.68

(iii) Bills discounted 55,905.65 50,116.09

(iv) During an earlier year , the Company had received claims amounting to US$ 662.68 lac ( to the extent quantified) from two overseas entities (claimants) in respect of performance guarantees purportedly given by the Company as a second guarantor on behalf of an overseas entity in respect of contracts entered into between the claimants and the overseas entity. The Company denies giving the guarantees and has disputed the claims and is in the process of taking appropriate legal actions and making suitable representations in the matter. The Company does not expect that any amount will become payable in respect of the claims made. No provision is made in respect of the same in the books of account.

(v) Interest liability , if any, in respect of advance from customers in the event of default. 456.25 12.85

(vi) No Provision has been made in respect of claims of Rs. 52,320.64 lac ( Previous Year Rs. 1,04,641.28 lac) under the Biological Diversity Act, 2002 since in the opinion of the Company the claim has been incorrectly raised and has been disputed by the Company. Out of cliams raised for two years in the preceding year, claim in respect of one year amounting to Rs.52,320.64 lac has been quashed by National Green Tribunal, Bhopal and accordingly the Company expects the claim for the other year to be quashed on similar grounds.

(vii) On divestment of shares of Gemini Edibles and Fats India Private Limited during the year [Refer Note 12 E(ii)], pursuant to the Share Purchase Agreement, the Company paid an amount of Rs. 2,836.52 lac to the said Company by way of deposit which is refundable on receipt of various incentives by the said Company from Government authorities. Of the total amount paid, the Company has received refund of Rs. 2,246.77 lac till March 31, 2015. The Company expects to recover the balance amount of Rs. 589.75 lac fully. Accordingly, no provision is considered necessary in this regard.

viii) 'The Competition Commission of India has issued a notice under section u/s. 36(2) read with section 41 (2) of The Competition Act, 2002 (the Act) into alleged violations of the said Act. The Company has made representations in the matter from time to time, Pending conclusions of the investigation, liability, if any,that may arise in this reagrd can not be ascertained at this stage.

2014-2015 2013-2014

B Commitments

a) Estimated amount of contracts remaining to be executed on capital account and not provdied for (Net of advances) 820.4 932.84

b) Other Commitments

i) Export Commitment in relation to advance received 1,33,302.11 1,03,371.20

ii) Export Obligations in relation to EPCG Benefits 4,347.58 9,675.35

3. SEGMENT RELATED INFORMATION

(a) Segment information required to be disclosed in accordance with Accounting Standard 17 (AS-17) relating to 'Segment Reporting' is given in Para (f) below.

(b) The Company has disclosed business segments as the primary segments. Segments have been identified taking into account the type of products, the differing risks and returns and the internal reporting system. The various segments identified by the Company comprise as under:

Extractions Various types of seed extractions

Vanaspati Vanaspati, Bakery fats and Table spread

Oils Crude oils, refined oils

Food Products Textured Soya protein, Soya flour, Fruit Juice and soya Milk

Wind Power Generation Electricity Generation from Wind Mills

Others Gram, Wheat, Rice, Maize, Corn, Seeds, Coffee, Marine Products, Tuar, Peas, Barley, Soap, Fresh Fruit Bunch, seedling and Plant and Equipment , Cotton Bales, Toiletry preparations and Cotton seed oil cake.

By products related to each segment have been included under the respective segment.

(c) Extraction is considered as the primary product resulting from the solvent extraction process and crude oil as the secondary product. While computing segment results, all costs related to solvent extraction process are charged to the extraction segment and recovery on account of crude oil is credited to the said segment. Credit for recovery of crude oil is taken on the basis of average monthly market price.

(d) The Company has disclosed geographical segments as the secondary segment. Secondary segments comprise of domestic market & exports.

(e) Segment revenue, segment results, segment assets and segment liabilities include respective amounts directly identified with the segment and also an allocation on reasonable basis of amounts not directly identified. The expenses which are not directly relatable to the business segments are shown as unallocated cost. Assets and liabilities that can not be allocated between the business segments are shown as unallocated assets and liabilities respectively.

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

Related party relationships

i) Parties where control exists

Ruchi Worldwide Limited (Subsidiary)

Mrig Trading Private Limited (Subsidiary)

Gemini Edibles & Fats India Private Limited (Subsidiary upto November 11, 2014)

Ruchi J-Oil Private Limited (Subsidiary)

RSIL Holdings Private Limited (Subsidiary)

Ruchi Hi-Rich Seeds Private Limited (Step down Subsidiary)

Ruchi Industries Pte. Limited (Subsidiary)

Ruchi Ethiopia Holdings Limited (Subsidiary)

Ruchi Agri Plantation (Combodia) Co., Limited (Step-down subsidiary)

Ruchi Agritrading Pte. Limited (Step-down subsidiary)

Ruchi Agri SARLU (Step-down subsidiary)

Ruchi Agri PLC (Step-down subsidiary)

Palmolien Industries Pte. Limited (Step-down subsidiary)

GHI Energy Private Limited (Associate)

Ruchi Kagome Foods India Private Limited (Associate)

Indian Oil Ruchi Bio Fuels, Limited Liability Partnership

ii) Key Management Personnel & their relatives

Mr. Dinesh Shahra, Managing Director

Mr. Kailash Shahra, Brother of Managing Director

Mr. Suresh Shahra, Brother of Managing Director

Mr. Santosh Shahra, Brother of Managing Director

Mrs. Abha Devi Shahra, Wife of Managing Director

Mr. Sarvesh Shahra, Son of Managing Director

Ms. Amrita Shahra, Daughter of Managing Director

Mr. Ankesh Shahra, Son of Managing Director

Ms. Amisha Shahra, Daughter of Managing Director

Mrs. Vidhyadevi Khandelwal, Sister of Managing Director

Mr. V. K. Jain, Whole-time Director

Mr. Sanjeev Kumar Asthana, Executive Director (upto August 10, 2014)

Mrs.Geeta Devi Koolwal (Sister of Managing Director )

Related party relationships (Cont.)

Mrs. Vashu Devi Jhalani (Sister of Managing Director )

Mr.Ramjilal Gupta ( Company Secretary )

Mr. V Suresh Kumar (Chief Financial Officer )

iii) Entities where Key Management Personnel or relatives of Key Management Personnel have significant influence.

Ruchi Bio Fuels Private Limited

High Tech Realties Private Limited

Mahakosh Holdings Private Limited

Mangalore Liquid Impex Private Limited

Ruchi Marktrade Private Limited

Shahra Brothers Private Limited

Mahadeo Shahra & Sons

Mahadeo Shahra Sukrat Trust

Disha Foundation (Trust) (Formerly Shiva Foundation)

RSIL Benificiary Trust

Shahra Estate Private Limited

Dinesh Shahra HUF

Kailash Shahra HUF S

uresh Shahra HUF

Santosh Shahra HUF

Ruchi Infrastructure Limited

5. Employee costs includes remuneration of Rs. 187.37 lac paid to the Managing Director in excess of the permissible limits. The Company proposes to apply to the Central Government for the necessary approval and also obtain sanction of the members in the ensuing General Meeting.

6. Remuneration of Rs. 0.12 lac paid to a Director in excess of the permissible limits and included under the head Other receivables under Short term loans and advances in Note 19. The Company proposes to recover the same from the said Director.

7. Subsequent to Close of the year ended March 31, 2015, the Company discovered misappropriation of funds by certain employees of two of the branches situated at Ampapuram and Peddapuram in the state of Andhra Pradesh. The Company has initiated enquiries and investigation is in progress to ascertain the amount of loss. The Company is in process of filing compliant with the Police authorities. Pending investigation, the amount of loss on account of the above can not be estimated.

8. The Company has exercised the option provided under paragraph 46A of AS 11: The Effects of Changes in Foreign Exchange Rates inserted vide Notification dated December 29, 2011. Consequently, the exchange differences on long term foreign currency monetary items are dealt with in the following manner:

The exchange difference to the extent it relates to acquisition of depreciable asset, is adjusted to the cost of the depreciable asset, and depreciated over the balance life of the asset.

In other cases, the exchange difference is accumulated in a Foreign Currency Monetary Item Translation Difference Account, and amortised over the balance period of such long term asset/ liability.

(a) Accordingly , the Company has adjusted exchange loss of Rs. 2,051.25 lac ( Previous year: Rs. 5,849.46 lac) in respect of long term foreign currency monetary items relating to acquisition of depreciable fixed assets to the cost of fixed assets and

(b) Amortised exchange loss relating to long term foreign currency monetary item in other cases over the life of the long term liability and included Rs. 776.45 lac ( Previous year Rs. 682.81 lac) being the unamortised portion in Foreign Currency Monetary Item Difference Account (Refer Note 2 J )

Pursuant to disclosure pertaining to Section 186 (4) of the Companies Act, 2013 the following are the details thereof:

1 Investments made

The same are classified under respective heads for purposes as mentioned in their object clause. Refer Note 12 and 15.

2 Guarantees/Securities given

The same are classified under respective heads for purposes of Loan availments from Banks by subsidiaries/ associate Companies. Refer Note 30 A (b).

9. PREVIOUS YEAR FIGURES:

The figures for the previous year have been regrouped wherever necessary to conform to current years classification.


Mar 31, 2014

GENERAL INFORMATION

Ruchi Soya Industries Limited (the Company) is a Public Limited Company engaged primarily in the business of processing of oil-seeds and refining of crude oil for edible use. The Company also produces oil meal, food products from soya and value added products from downstream and upstream processing. The Company is also engaged in trading in various products and generation of power from wind energy. The Company has manufacturing plants across India and is listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

1. (a) Rights, Preferences and Restrictions attached to shares

Equity Shares:

The Company has one class of equity shares having a par value of Rs. 2 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Lock in Restrictions

Nil (Previous year 1,25,00,000) Equity shares are subject to lock in restrictions.

Preference Shares: 6% Non-Convertible Redeemable Cumulative Preference Shares of Rs. 100/- each were issued pursuant to the Scheme of Amalgamation and Arrangement between Sunshine Oleochem Limited, Ruchi Soya Industries Limited and their respective shareholders sanctioned by the Hon''ble High Court of judicature of Mumbai in an earlier year on the same terms and conditions as originally issued by Sunshine Oleochem Limited.

These preference shares are redeemable as follows:

a) First installment of Rs. 33/- per preference share on completion of 144 months from March 31, 2009.

b) Second installment of Rs. 33/- per preference share on completion of 156 months from March 31, 2009.

c) Third installment of Rs. 34/- per preference share on completion of 168 months from March 31, 2009.

(d) Shares alloted under Employee Stock Option Plan Scheme, 2007 as modified from time to time. Refer Note 2(L).

(e) The issued, subscribed and paid-up share capital includes 5,66,38,462 Equity Shares and 2,00,000 Preference Shares issued during the last five years pursuant to Schemes of Amalgamation, Arrangement and Mergers.

2 Employees Stock Options

(a) The Company vide resolution passed at their Extra Ordinary General Meeting held on November 28, 2007 as modified by resolution passed at the Extra Ordinary General Meeting held on June 16, 2009 approved grant of up to 54,71,000 options to eligible directors and employees of the Company and its subsidiary Ruchi Worldwide Limited.

(b) In terms of the said approval, the eligible employees / directors are entitled against each option to subscribe for one equity share of face value of Rs. 2/- each at a premium of Rs. 33/- per share.

(c) The holders of the Employee Stock Options are entitled to exercise the option within a period of three years from the date of first vesting, failing which they stand cancelled. In the case of termination of employment by the Company, all options, vested or not, stand cancelled immediately. In case of voluntary resignation, all un-vested options stand cancelled. The resigning employees may exercise the vested options concurrently with the resignation, beyond which such options stand cancelled. In the event of death of an employee, retirement or the employee becoming totally and permanently disabled, all unvested options vest immediately and can be exercised during the original term of the option.

3 (a) In an earlier year, the Hon''ble High Court of judicature of Mumbai, had approved u/s. 391-394 the Scheme of Amalgamation and Arrangement of ''Mac Oil Palm Limited'' with Ruchi Soya Industries Limited and its shareholders, which was effective from April 1, 2009.

(b) Pursuant to the Scheme referred to in (a) above, the Company had, in an earlier year, created Business Development Reserve from the balance standing to the credit of General Reserve & Securities Premium Account.

In terms of the Scheme, as and when deemed fit by the Board, the said Business Development Reserve is available for adjusting various expenses, including advertisement, sales promotion, development of brands, research and development activities, provision / write off of doubtful debtors/current assets/loans and advances, additional depreciation necessitated by revaluation of fixed assets and expenses of amalgamation including expenses of the Transferor Company i.e. Mac Oil Palm Limited, incurred on or after April 1, 2009, after adjusting for any tax effects, both current and deferred tax thereon.

(c) As approved by the Board, an amount of Rs. 4,564.17 lac (previous year Rs. 6,230.45 lac) comprising of the following has been debited during the year to Business Development Reserve in accordance with the said Scheme.

(d) Had the Scheme, approved by the Hon''ble High Court, not prescribed the accounting treatment as described in (b) above,

i) the Company would have been required to:

* Credit an amount of Rs. 36,157.70 lac to Revaluation Reserve instead of the Business Development Reserve.

* Debit the additional depreciation arising from the revaluation of fixed assets of Rs. 1,946.45 lac (previous year Rs. 2,114.37 lac), Reversal of revaluation reserve on sale of assets amounting to Rs. 566.93 lac (Previous year Rs. 35.65 lac) and additional Impairment on revalued assets amounting to Rs. 42.43 lac (Previous year Rs. Nil) to Revaluation Reserve instead of Business Development Reserve and credit an equivalent amount to the Statement of Profit and Loss. Accordingly there is no impact on the Statement of Profit and Loss .

* Debit the Advertisement and Sales Promotion expenses of Rs. 2,015.81 lac (net of current tax thereon) (previous year Rs. 1,064.72 lac) to the Statement of Profit and Loss .

* Credit the amount of Rs. 7.45 lac (previous year debit Rs. 2,963.03 lac) being the provision for doubtful debts / advances [net of current / deferred tax thereon] and Debit the amount of Rs. Nil (previous year Rs. 52.68 lac) being the Bad Debts and advances written off [net of current tax thereon] to the Statement of Profit & Loss .

ii) As a cumulative impact of the treatment described in para (i) above, the accumulated balance in the General Reserve and Securities Premium account as at March 31, 2014 would have been higher by Rs. 5,193.54 lac and Rs. 23,842.30 lac respectively, profit for the year would have been lower by Rs. 2,008.35 lac, the accumulated balance in the Statement of Profit and Loss as at March 31, 2014 would have been lower by Rs. 15,858.52 lac, the balance in Revaluation Reserve would have been higher by Rs. 24,989.16 lac and the balance in Business Development Reserve would have been Rs. Nil.

However, the aggregate balance in Reserves and Surplus as at March 31, 2014 would have remained the same .

4 The Company has adopted the principles of derivatives and hedge accounting prescribed in Accounting Standard (AS) 30 "Financial Instruments: Recognition and Measurement", to account for interest rate swaps. Accordingly, mark to market losses of Rs. 561.15 lac (net of taxes) upto the year ended March 31, 2014 [Previous year Rs. 1,672.80 lac (net of taxes)] on account of interest rate swaps designated as effective hedge has been recognised in the balance sheet under the head "Hedging Reserve". The corresponding derivative liability has been disclosed under Other Long Term Liabilities in Note 5 and Other current Liablities in Note 9.

BBR-Base Bank Rate PLR-Prime Lending Rate LIBOR-London Interbank Offered Rate LTMLR- Long Term Minimum Lending Rate

* Indicates Interest rates hedged by interest rate swaps.

a) In addition to the securities specified above, loans amounting to Rs. 78,658.70 lac Including interest accrued and due on borrowings Rs. 323.42 lac (March 31, 2013: Rs. 62,099.44 lac [Including interest accrued and due on borrowings Rs. 288.76 lac]) are secured by personal guarantee of Managing Director.

b) The charges referred to above, rank pari passu interse the lenders at each locations, wherever applicable.

c) The loan balances as appearing in Security table above are including Rs. 36,483.39 lac being Current maturities of long- term debts and Rs. 323.42 lac being Interest accrued and due on borrowings included under Note 9.

5. Deferred Sales tax (including Rs. 15.95 lac included under Current liabilities in Note 9) denotes interest free sales tax deferral under Schemes of State Government of Andhra Pradesh & Tamil Nadu. The same is repayable in annual installments beginning from June 2014 in case of Andhra Pradesh and from August 2015 in case of Tamil Nadu .

6. Note:

Other liabilities include Rs. 396.72 lac [Previous Year Rs. 1,672.80 lac] on account of Derivative Liability (Refer Note 2N)

The loan balances as appearing in Security table above are including Rs. 503.24 lac (Previous year Rs. 159.94 lac) being Interest accrued and due on borrowings.

a) In addition to the securities specified above, secured loans amounting to Rs. 29,622.11 lac [Including interest accrued and due Rs. 503.24 lac] - (March 31, 2013: Rs. 69,792.58 lac [Including interest accrued and due Rs. 159.94 lac]) are secured by personal guarantee of Promoter Director/s.

b) During the year, the Company has availed buyer''s credit. The amount of Rs. 1,22,897.70 lac (Previous year Rs. 3,70,499.75 lac) outstanding on account of buyer''s credit as at March 31, 2014, is guaranteed by the banks against fixed deposits of Rs. 23,161.00 lac (Previous year Rs. 2,82,221.05 lac) placed with them and against credit lien of non fund based limit of Rs. 1,06,185.02 lac (Previous year Rs. 93,072.46 lac).

i There are no amounts due for payment to the Investor Education and Protection Fund under Section 205C of the Companies Act, 1956 as at the year end.

ii Non-Trade payables include Rs. 0.79 lac [Previous year Rs. 0.13 lac] due to Related party.(Refer Note 34)

iii Non-Trade payables include Rs. 11,912.60 lac [Previous year Rs. 7,993.45 lac] due to banks on account of forward exchange contracts.

iv Other liabilities include Rs. 164.43 lac [Previous Year Rs. Nil] on account of Derivative Liability (Refer Note 2N).

Other disclosures

Gratuity is payable to all employees at the rate of 15 days salary for each completed year of service. In respect of employees covered by the Payment of Gratuity Act, 1965. The same is subject to a maximum limit of Rs. 10.00 lac.

Salary escalation is considered in line with the industry practice considering promotion and demand and supply of the employees.

ii) Defined contribution plan

The Company has recognised Rs. 777.16 lac(Previous year Rs. 615.74 lac) towards contribution to Provident Fund and pension Fund Rs. 76.85 lac (Previous year Rs. 84.08 lac) towards Employee State Insurance in the Statement of Profit and Loss.

7. i) In the opinion of the directors the diminution in the value of shares is temporary in nature and accordingly, no provision for diminution is considered necessary.

ii) In an earlier year, the Company has entered into a joint venture by investing in the shares of Gemini Edibles and Fats India Private Ltd. for setting up a port based edible oil refinery in Andhra Pradesh. The said investment is subject to non disposal undertaking in favour of three banks so long as money borrowed by the said Company from these banks is outstanding.

iii) Pursuant to Schemes u/s. 391-394, approved by the Hon''ble High Court of judicature at Mumbai and Delhi in an earlier year, 76,30,115 Equity shares of the Company are held by a Trust for the benefit of the Company and its successors. The right, title and interest in the Trust has been shown under the head ''Non-current Investments'' at cost in accordance with the accounting policy of the Company. The dividend received by the Trust in respect of these shares is included under the head ''Dividend'' under ''Other Income'' in Note 22.

iv) The Company is holding 50% of the partner''s contribution in the Limited Liability Partnership (LLP).

8. Note:

Security and Other Deposits include Rs. 1,911.00 lac given to Related parties [Previous Year: Rs. 1,711.00 lac] (Refer Note 34)

i Intercorporate Deposits include Rs. 531.28 lac kept with Related parties [Previous Year Rs. 63.28 lac] (Refer Note 34)

ii Advances recoverable in cash or in kind or for value to be received includes receivable from related party Rs. 66.97 lac (Previous year Nil) (Refer Note 34).

iii In respect of certain advances included under inter-corporate deposits, the Company has charged interest on advances given on net daily products of balances due from/payable to these Companies during the year. The Company has been advised that this is in compliance with the provisions of section 372A of the Companies Act, 1956 read with section 2(43) of Companies Act, 2013.

9.i) As a lessor:

The Company has given certain assets on operating leases. These non-cancellable lease arrangements range upto 12 months. Most of the leases are renewable for further period on mutually agreeable terms and also include escalation clauses.

A. Operating leases As a lessee:

The Company has significant operating leases for premises. These lease arrangements range for a period between 1 month and 360 months, which include both cancellable and non-cancellable leases. Most of the leases are renewable for further period on mutually agreeable terms and also include escalation clauses.

B. Excludes Rs. Nil (Previous year Rs. 3,015.71 lac)[both years net of current/deferred tax thereon] debited to Business Development Reserve Refer Note 2(M).

C. Excludes Rs. 566.93 lac (Previous year Rs. 35.65 lac)pertaining to Reversal of revaluation reserve on sale of Assets debited to Business Development Reserve Refer Note 2(M).

D. Excludes Rs. 2,015.81 lac (Previous year Rs. 1,064.72 lac) [both years net of current tax thereon]debited to Business Development Reserve Refer Note 2(M).

NOTE-10 | CONTINGENT LIABILITIES AND COMMITMENTS

(to the extent not provided for) Rs. in lac

For the Year For the Year ended ended March 31, 2014 March 31, 2013

A Contingent liabilities

a) Claims against the Company 850.47 1,152.03 not acknowledged as debts

b) Outstanding bank guarantees 5,964.69 5,717.76

c) Outstanding letter of credit - -

d) Outstanding corporate guarantees given on behalf of

- Indian Subsidiary (Share in 42,391.71 34,715.92 sanctioned amount Rs. 70,208.79 lac (Previous year Rs. 55,504.16 lac)

- Indian Associate (Sanctioned 7,326.00 8,006.00 amount Rs. 9,600.00 lac (Previous year Rs. 9,600.00 lac)

- Foreign Subsidiary (Sanctioned 13,734.15 - amount Rs. 51,034.00 lac (Previous year Rs. 24,002.00 lac)

e) EPCG Licences benefit in event 520.38 177.96 of default of Export Obligation

f) Income tax/Sales tax/Excise/ 48,452.67 44,728.12 Octroi/Custom duty/ESIC/ Other statues/Electricity Duty/demand disputed

g) Bills discounted 50,116.09 66,312.63

h) The Company has received claims amounting to US$ 662.68 lac (to the extent quantified) from two overseas entities (claimants) in respect of performance guarantees purportedly given by the Company as a second guarantor on behalf of an overseas entity in respect of contracts entered into between the claimants and the overseas entity. The Company has denied giving the guarantees and has disputed the claims and is in the process of taking appropriate legal actions and making suitable representations in the matter. The Company does not expect that any amount will become payable in respect of the claims made. No provision is made in respect of the same in the books of account.

i) No provision has been made in respect of claim of Rs. 1,04,641.28 lac under the Biological Diversity Act, 2002 since in the opinion of the Company the claim has been incorrectly raised and has been disputed by the Company. The demand has been stayed by the High Court of Madhya Pradesh.

b) The Company has provided comfort letters to three banks in connection with amounts borrowed by Gemini Edibles and Fats India Pvt. Ltd., a subsidiary of the Company pursuant to which the Company has agreed to lend support and direction to the operations of the Subsidiary and in the event of failure on the part of the Subsidiary to repay the loan or meet its obligation, to ensure that the Subsidiary meets its obligations by using their best efforts, good office and such other pragmatic measures as may be deemed necessary. The maximum amount of support in this regard is to the extent of 50% of the sanctioned amount i.e. Rs. 17,900.00 lac (Previous Year Rs. 17,900.00 lac) or 50% of the amount outstanding as at March 31, 2014 i.e. Rs. 15,614.06 lac (Previous Year Rs. 14,470.83 lac), whichever is lower. The Subsidiary has not defaulted in repayment of loans or meet its obligations as at March 31, 2014.

c) Export Commitment in relation to advance received from overseas customers amounting to Rs. 1,03,371.20 lac.

d) During the year, the Company has entered into a Business Transfer Agreement with Ruchi Infrastructure Limited for acquisition of its edible oil refinery business at Kakinada, Andhra Pradesh on a going concern basis with assets and liabilities thereof. The formalities in connection with the said acquisition are in progress as at the year end. The total consideration payable in this regard is Rs. 44.14 crore plus adjustments, if any, for changes in the value of assets and liabilities as on the completion date from the values as at September 30, 2013.

11.(a) Segment information required to be disclosed in accordance with Accounting Standard 17 (AS-17) relating to ''Segment Reporting'' is given in Para (f) below.

(b) The Company has disclosed business segments as the primary segments. Segments have been identified taking into account the type of products, the differing risks and returns and the internal reporting system. The various segments By products related to each segment have been included under the respective segment.

(c) Extraction is considered as the primary product resulting from the solvent extraction process and crude oil as the secondary product. While computing segment results, all costs related to solvent extraction process are charged to the extraction segment and recovery on account of crude oil is credited to the said segment. Credit for recovery of crude oil is taken on the basis of average monthly market price.

(d) The Company has disclosed geographical segments as the secondary segment. Secondary segments comprise of domestic market & exports.

(e) Segment revenue, segment results, segment assets and segment liabilities include respective amounts directly identified with the segment and also an allocation on reasonable basis of amounts not directly identified. The expenses which are not directly relatable to the business segments are shown as unallocated cost. Assets and liabilities that can not be allocated between the business segments are shown as unallocated assets and liabilities respectively.

identified by the Company comprise as under:

Extractions Various types of seed extractions

Vanaspati Vanaspati, Bakery fats and Table spread

Oils Crude oils, refined oils

Food Products Textured Soya protein, Soya flour, Fruit Juice and soya Milk

Wind Power Generation Electricity Generation from Wind Mills

Others Gram, Wheat, Rice, Maize, Corn, Seeds,

Coffee, Marine Products, Tuar, Peas, Barley, Soap, Fresh Fruit Bunch, seedling and Plant and Equipment, Cotton Bales, Toiletry preparations and Cotton seed oil cake.

The Company has exercised the option provided under paragraph 46A of AS 11: The Effects of Changes in Foreign Exchange Rates inserted vide Notification dated December 29, 2011. Consequently, the exchange differences on long term foreign currency monetary items are dealt with in the following manner:

The exchange difference to the extent it relates to acquisition of depreciable asset, is adjusted to the cost of the depreciable asset, and depreciated over the balance life of the asset.

In other cases, the exchange difference is accumulated in a Foreign Currency Monetary Item Translation Difference Account, and amortised over the balance period of such long term asset/ liability.

(a) Accordingly, the Company has adjusted exchange loss of Rs. 5,849.46 lac (Previous year: Rs. 2,966.03 lac) in respect of long term foreign currency monetary items relating to acquisition of depreciable fixed assets to the cost of fixed assets and

(b) Amortised exchange loss relating to long term foreign currency monetary item in other cases over the life of the long term liability and included Rs. 682.81 lac (Previous year Rs. 610.57 lac) being the unamortised portion in Foreign Currency Monetary Item Transaction Account (Refer Note 2 J)

NOTE-12 CHANGE IN ACCOUNTING POLICY

During the year the Company has changed it''s accounting policy with respect to depreciation on disposal of fixed assets. Depreciation on assets disposed/ discarded was being provided on prorata basis till the month of disposal from the current year it is charged excluding the month of disposal . The above change in the method of accounting, however has no effect on the Profit for the year.

Effective from February 7, 2014, vide a Business Transfer Agreement, the Company has transferred its undertaking at Shujalpur, Madhya Pradesh as a going concern to Ruchi J Oils Ltd. a subsidiary of the Company, for a consideration of Rs. 7,419.27 lac.

The profit of Rs. 554.10 lac comprises of loss of Rs. 551.31 lac. on revalued portion and profit of Rs. 1,105.41 lac. The loss on account of the revalued portion has been debited to the Business Development Reserve and the profit of Rs. 1,105.41 lac has been shown as an exceptional item in the Statement of Profit and Loss.

The profit of Rs. 1,105.41 lac on sale of the said undertaking has been shown as an exceptional item in the statement of profit and loss.

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

NOTE-13 PREVIOUS YEAR FIGURES

The figures for the previous year have been regrouped wherever necessary to conform to current years classification.


Mar 31, 2013

A. GENERAL INFORMATION

Ruchi Soya Industries Limited (''the Company'') is a Public Limited Company engaged primarily in the business of processing of oil-seeds and refining of crude oil for edible use. The Company also produces oil meal, food products from soya and value added products from downstream and upstream processing. The Company is also engaged in trading in various products. The Company has manufacturing plants across India and is listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) .

1 Segment related information:

(a) Segment information required to be disclosed in accordance with Accounting Standard 17 (AS-17) relating to ''Segment Reporting'' is given in Para (f) below.

(b) The Company has disclosed business segments as the primary segments. Segments have been identified taking into account the type of products, the differing risks and returns and the internal reporting system. The various segments identified by the Company comprise as under:

Extractions Various types of seed extractions

Vanaspati Vanaspati, Bakery fats and Table spread

Oils Crude oils, refined oils

Food Products Textured Soya protein, Soya flour, Fruit Juice and soya Milk

Wind Power Generation Electricity Generation from Wind Mills

Others Gram, Wheat, Rice, Maize, Corn, Seeds, Coffee, Marine

Products, Tuar, Peas, Barley, Soap, Fresh Fruit Bunch, seedling, Plant and Equipment , Cotton Bales, Toiletry preparations and Cotton seed oil cake.

By products related to each segment have been included under the respective segment.

(c) Extraction is considered as the primary product resulting from the solvent extraction process and crude oil as the secondary product. While computing segment results, all costs related to solvent extraction process are charged to the extraction segment and recovery on account of crude oil is credited to the said segment. Credit for recovery of crude oil is taken on the basis of average monthly market price.

(d) The Company has disclosed geographical segments as the secondary segment. Secondary segments comprise of domestic market & exports.

(e) Segment revenue, segment results, segment assets and segment liabilities include respective amounts directly identified with the segment and also an allocation on reasonable basis of amounts not directly identified. The expenses which are not directly relatable to the business segments are shown as unallocated cost. Assets and liabilities that can not be allocated between the business segments are shown as unallocated assets and liabilities respectively.

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

Related party relationships

i). Parties where control exists

Ruchi Worldwide Limited (Subsidiary)

Mrig Trading Private Limited (Subsidiary)

Gemini Edibles & Fats India Private Limited (Subsidiary)

Ruchi Industries Pte. Limited, Singapore (Subsidiary)

Ruchi Ethiopia Holdings Limited, Dubai (Subsidiary)

Ruchi Agri Plantation (Combodia) Pte. Limited (Step-down subsidiary)

Ruchi Agri Trading Pte. Limited, Singapore (Step-down subsidiary)

Ruchi Agri SARL (Madgasker) (Step-down subsidiary)

Ruchi Agri PLC (Step-down subsidiary)

Palmolien Industries Pte. Ltd (Combodia) (Step-down subsidiary) (with effect from December 19, 2012)

GHI Energy Private Limited (Associate)

Ruchi Green Energy Private Limited (Associate) (Discontinued with effect from March 20, 2013)

Indian Oil Ruchi Bio Fuels, Limited Liability Partnership

Ruchi Infrastructure Limited

ii) Key Management Personnel & their relatives

Mr. Dinesh Shahra, Managing Director

Mr. Kailash Shahra, Brother of Managing Director

Mr. Suresh Shahra, Brother of Managing Director

Mr. Santosh Shahra, Brother of Managing Director

Mrs. Abha Devi Shahra, Wife of Managing Director

Mr. Sarvesh Shahra, Son of Managing Director

Ms. Amrita Shahra, Daughter of Managing Director

Mr. Ankesh Shahra, Son of Managing Director

Ms. Amisha Shahra, Daughter of Managing Director

Mrs. Geeta Devi Koolwal (Sister of Managing Director)

Mrs. Vashu Devi Jhalani (Sister of Managing Director)

Mrs. Vidya devi Khandelwal (Sister of Managing Director)

Mr. Ashutosh B Rao, Whole-time Director

Mr. Vijay Kumar Jain, Whole-time Director

iii) Entites where Key Management Personnel or relatives of Key Management Personnel 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 Housing Private Limited

Deepti Housing Private Limited

Deepti Properties Private Limited

Delite Ventures Private Limited

Great Eastern Infrastructure Corporation Private Ltd.

High Tech Realties Private Limited

I Farm Equity Advisors Private Limited

I Farm Venture Advisors Private Limited

Indivar Wellness Private Limited

Mahadeo Shahra Sukrut Trust

Mahakosh Amusement Private Limited

Mahadeo Shahra & Sons

Mangalore Liquid Impex Private Limited

Mahakosh Holdings 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

Sadashay Construction Private Limited

Saharsh Brokers Private Limited

Sakushal Buildtech Private Limited

Sanchit Buildtech Private Limited

Shahra Brothers Private Limited

Shahra Estate 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

3 DISCLOSURES PURSUANT TO CLAUSE 32 OF THE LISTING AGREEMENT

(a) Loans & Advance in the nature of Loans to Subsidiaries : NIL

(b) Loans & Advance in the nature of Loans to Associates

(c) Loans and advances in the nature of loans where there is :

i) No repayment schedule or repayment beyond seven years or : NIL

ii) No interest or interest below Section 372 A of The Companies Act, 1956. : NIL

(d) Loans and Advances in the nature of loans to Firms/Companies in which directors are interested by name and amount

(e) Investment by the loanee in the shares of the Company, when the Company has made a loan or advance in the nature of loan - NIL

4 DISCLOSURE ON DERIVATIVE INSTRUMENTS

I. The Company has entered into the following derivative instruments:

The Company uses foreign currency/forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The Company does not use forward contracts for speculative purposes.

A) The following are the outstanding Forward Exchange Contacts entered into by the Company as on March 31, 2013

5 The Company has exercised the option provided under paragraph 46A of AS 11: The Effects of Changes in Foreign Exchange Rates inserted vide Notification dated December 29, 2011. Consequently, the exchange differences on long term foreign currency monetary items are dealt with in the following manner:

The exchange difference to the extent it relates to acquisition of depreciable asset, is adjusted to the cost of the depreciable asset, and depreciated over the balance life of the asset.

In other cases, the exchange difference is accumulated in a Foreign Currency Monetary Item Translation Difference Account, and amortised over the balance period of such long term asset/ liability.

(a) Accordingly , the Company has adjusted exchange loss of Rs. 2,966.03 lac (Previous year: Rs. 5,367.95 lac) in respect of long term foreign currency monetary items relating to acquisition of depreciable fixed assets to the cost of fixed assets and

(b) Amortised exchange loss relating to long term foreign currency monetary item in other cases over the life of the long term liability and included Rs. 610.57 lac (Previous year Rs. 514.06 lac) being the unamortised portion in Foreign Currency Monetary ItemTransaction Account (Refer Note 2 J)

6 The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

7 Previous Year Figures:

The figures for the previous year have been regrouped wherever necessary to conform to current years classification.


Mar 31, 2012

A. GENERAL INFORMATION

Ruchi Soya Industries Limited ('the Company') is a Public Limited Company engaged primarily in the business of processing of oil-seeds and refining of crude oil for edible use. The Company also produces oil meal, food products from soya and value added products from downstream and upstream processing. The Company is also engaged in trading in various products and generation of power from wind energy. The Company has manufacturing plants across India and is listed on the Bombay Stock Exchange Limited (BSE) , National Stock Exchange of India Limited (NSE) and Delhi Stock Exchange Limited (DSE).

CONTINGENT LIABILITIES AND COMMITMENTS (to the extent not provided for) (Rs. in lac)

As at As at March 31,2012 March 31,2011

A Contingent liabilities

a) Claims against the company not acknowledged as debts 883.15 906.76

b) Outstanding bank guarantees 4,506.41 4,048.34

c) Outstanding letter of credit - 21.64

d) Outstanding corporate gurantees given on behalf of

- Indian Subsidiary. 36,298.76 29,139.09

- Foreign Subsidiary 5,130.00 -

e) Income tax/Sales tax/Excise/ Octroi/Custom duty/ESIC/ Electricity Duty/demand 25,401.71 29,267.30 disputed

f) Bills discounted 52,602.59 27,940.53

g) Interest liability , if any, in respect of advance from customers in the event of 1,830.72 - default.

B Commitments

a) Estimated amount of contracts remaning to be executed on capital account 7,401.19 5,724.13 (Net of advances)

b) The Company has provided comfort letters to three banks in connection with amounts borrowed by Gemini Edibles and Fats India Private Ltd., a subsidiary of the Company pursuant to which the Company has agreed to lend support and direction to the operations of the Subsidiary and in the event of failure on the part of the said Subsidiary to repay the loan or meet its obligation, to ensure that the Subsidiary meets its obligations by using their best efforts, good office and such other pragmatic measures as may be deemed necessary. The maximum amount of support in this regard is to the extent of 50% of the sanctioned amount i.e. Rs. 17,900.00 lac (Previous Year Rs. 13,750.00 lac) or 50% of the amount outstanding as at March 31, 2012 i.e. Rs. 16,936.63 lac (Previous Year Rs. 11,211.70 lac), whichever is lower. The said Subsidiary has not defaulted in repayment of loans or meet its obligations as at March 31, 2012.

(c) Extraction is considered as the primary product resulting from the solvent extraction process and crude oil as the secondary product. While computing segment results, all costs related to solvent extraction process are charged to the extraction segment and recovery on account of crude oil is credited to the said segment. Credit for recovery of crude oil is taken on the basis of average monthly market price.

(d) Segment revenue, segment results, segment assets and segment liabilities include respective amounts directly identified with the segment and also an allocation on reasonable basis of amounts not directly identified. The expenses which are not directly relatable to the business segments are shown as unallocated corporate cost. Assets and liabilities that can not be allocated between the business segments are shown as unallocated corporate assets and liabilities respectively.

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

Related party relationships

i). Parties where control exists

Ruchi Worldwide Limited (Subsidiary)

Mrig Trading Private Limited (Subsidiary)

Gemini Edibles & Fats India Private Limited (Subsidiary)

Ruchi Industries Pte. Limited, Singapore (Subsidiary)

Ruchi Ethiopia Holdings Limited, Dubai (Subsidiary)

Ruchi Agri Plantation (Combodia) Pte. Limited (Step-down subsidiary)

Ruchi Agri Trading Pte. Limited, Singapore (Step-down subsidiary) (with effect from December 30, 2011)

Ruchi Agri SARL (Madgasker) (Step-down subsidiary) (with effect from December 12, 2011)

Ruchi Agri PLC (Step-down subsidiary) (with effect from May 20, 2011)

GHI Energy Private Limited (Associate)

Ruchi Green Energy Private Limited (Associate)

Indian Oil Ruchi Bio Fuels, Limited Liability Partnership

Ruchi Infrastructure Limited

ii) Key Management Personnel & their relatives

Mr. Dinesh Shahra, Managing Director

Mr. Kailash Shahra, Brother of Managing Director

Mr. Suresh Shahra, Brother of Managing Director

Mr. Santosh Shahra, Brother of Managing Director

Mrs. Abha Devi Shahra, Wife of Managing Director

Mr. Sarvesh Shahra, Son of Managing Director

Ms. Amrita Shahra, Daughter of Managing Director

Mr. Ankesh Shahra, Son of Managing Director

Ms. Amisha Shahra, Daughter of Managing Director

Mr. Ashutosh B Rao, Whole-time Director

Mr. V. K. Jain, Whole-time Director

iii) Entites where Key Management Personnel or relatives of Key Management Personnel have significant influence.

Aaradhya Buildtech Private Limited

Alison Builders & Construction Private Limited

Ankesh Resorts & Hotels Private Limited

Aparaa Buildtech 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 Ltd.

High Tech Realties Private Limited

Farm Equity Advisors Private Limited

Farm Venture Advisors Private Limited

ndivar Wellness Private Limited

MahadeoShahra Sukrut Trust

Mahakosh Amusement Private Limited

Mahadeo Shahra & Sons

Mahadeo Shahra & Sons Private Limited

Mangalore Liquid Impex Private Limited

Navaagat Infra tech 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 Benifnciary Trust

Ruchi Marketrade Private Limited

Ruchi Bio-fuels Private Limited

Ruchi Corporation Limited

Ruchi Multitrade Private Limited

Ruchi Realty Private 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

2 Changes in accounting policy

The Company has exercised the option provided under paragraph 46A of AS 11: The Effects of Changes in Foreign Exchange Rates inserted vide Notification dated December 29,2011. Conseguently, the exchange differences on long term foreign currency monetary items, which were until now being recognised in the Statement of Profit and Loss are now being dealt with in the following manner:

The exchange difference to the extent it relates to acguisition of depreciable asset, is adjusted to the cost of the depreciable asset, and depreciated over the balance life of the asset.

In other cases, the exchange difference is accumulated in a Foreign Currency Monetary Item Translation Difference Account, and amortised over the balance period of such long term asset/ liability

(a) Accordingly , the Company has adjusted the exchange loss of Rs. 5,367.95 lac in respect of long term foreign currency monetary items relating to acguisition of depreciable fixed assets to the cost of fixed assets and

(b) Amortised exchange loss relating to long term foreign currency monetary item in other cases over the life of the long term liability and included Rs..514.06 lac being the unamortised portion in foreign currency monetary item transaction Account (Refer Note 14 and 20)

On account of the above change in the method of accounting, the profit before tax fortheyearis higher byRs. 5,667.29 lac.

3 The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financia Statements.

4 Previous Year Figures:

The financial statements for the year ended March 31,2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Conseguentto the notification of Revised Schedule VI under the Companies Act, 1956, the financia statements for the year ended March 31, 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have been reclassified to conform to this year's classification. The figures for the previous year have been regrouped wherever necessary to conform to current years classification.Further, the figures for previous year include amounts related to Sunshine Oleochem Limited from July 1 , 2010 as against April 1, 2011 for current year. To that extend the figures for current year are not comparable with the previous year.


Mar 31, 2011

1. CONTINGENT LIABILITY NOT PROVIDED FOR

(Rs. in lacs)

As at As at March 31, 2011 March 31, 2010

(a) Claims against the Company not acknowledged as debts 906.76 7 19.52

(b) Outstanding bank guarantees 4,048.34 1,408.13

(c) Outstanding Letters of Credit 21.64 -

(d) Outstanding corporate guarantees given on behalf of subsidiary 29,139.09 15,269.17

(e) Income tax/ Sales tax/Entry tax/ Excise/ Octroi /Custom duty/ 29,267.30 22,379.43 ESIC / Electricity Duty / Others

(f) Bills discounted 27,940.53 28,396.42

(g) Estimated amount of contracts remaining to be executed on 5,724.13 5,472.46 capital account (Net of advances)

(h) The Company has provided comfort letters to three banks in connection with amounts borrowed by Gemini Edibles and Fats India Private Limited, a subsidiary of the Company pursuant to which the Company has agreed to lend support and direction to the operations of the Subsidiary and in the event of failure on the part of the Subsidiary to repay the loan or meet its obligation, to ensure that the Subsidiary meets its obligations by using their best efforts, good office and such other pragmatic measures as may be deemed necessary. The maximum amount of support in this regard is to the extent of 50% of the sanctioned amount i.e.Rs. 13,750.00 lacs or 50% of the amount outstanding as at March 31, 2011 i.e. Rs. 11,211.70 lacs, whichever is lower. The Subsidiary has not defaulted in repayment of loans or meet its obligations as at March 31, 2011.

(d) Sitting fees to directors Rs. 1.04 lacs (Previous year Rs. 1.24 lacs).

2. Pursuant to Schemes u/s. 391-394, approved by the Hon'ble High Court of Mumbai and Delhi in an earlier year, 76,30,115 Equity shares of the Company are held by a Trust for the benefit of the Company and its successors. The right, title and interest in the Trust has been shown under the head 'Investments' and included in Schedule 6 relating to Investments at cost in accordance with the accounting policy of the Company. The dividend received by the Trust in respect of these shares is included under the head 'Dividend' under 'Other Income' in Schedule 15.

3. (a) In the preceding year, the Hon'ble High Court of Mumbai, u/s. 391-394, had approved the Scheme of Amalgamation and Arrangement of 'Mac Oil Palm Limited' with Ruchi Soya Industries Limited. Similarly, in the preceding year, the Hon'ble High Courts of Mumbai and Andhra Pradesh, u/s. 391-394, had approved the Scheme of Amalgamation of 'Palm Tech India Limited'. Both the Schemes were operative from April 1, 2009, some formalities in respect of the said Schemes were completed during the year for which necessary effect has been given in the books of account.

(b) Pursuant to the Scheme of Mac Oil Palm Limited referred to in (a) above, the Company has, in the preceding year, created Business Development Reserve ofRs. 60,000.00 lacs by transferring Rs. 23,842.30 lacs from Securities Premium Account and Rs. 36,157.70 lacs from amount credited to General Reserve on revaluation of fixed assets.

In terms of the Scheme, as and when deemed fit by the Board, the said Business Development Reserve is available for adjusting various expenses, including advertisement, sales promotion, development of brands, research and development activities, provision / write off of doubtful debts/current assets/loans and advances, additional depreciation necessitated by revaluation of fixed assets and expenses of amalgamation including expenses of the Transferor Company i.e. Mac Oil Palm Limited, incurred on or after April 1, 2009, after adjusting for any tax effects, both current and deferred tax thereon.

(d) Had the Scheme, approved by the Hon'ble High Court, not prescribed the accounting treatment as described in (b) and (c) above,

1) the Company would have been required to :

(i) Credit an amount of Rs. 36,157.70 lacs to Revaluation Reserve instead of the Business Development Reserve.

(ii) Debit the additional depreciation arising from the revaluation of fixed assets of Rs. 2,171.86 lacs (Previous year Rs. 1,991.35 lacs) to the profit and loss account and credit an equivalent amount to the profit and loss account by debit to the Revaluation Reserve. Accordingly there would be no impact on the profit and loss account.

(iii) Debit the Advertisement and Sales Promotion expenses ofRs. 328.79 lacs (net of current tax thereon) (Previous year Rs. Nil) to the profit and loss account.

(iv) Debit the amount of Rs. 17.23 lacs debited to General Reserve in the preceding year (Current Year Rs. Nil), being the amalgamation expenses (net of deferred tax thereon) to the profit and loss account.

(v) Debit the amount of Rs. 3,939.38 lacs charged to Business Development Reserve (Previous year Rs. 3,184.95 lacs charged to General Reserve) being the provision for / write off of doubtful debts / advances (net of current tax and deferred tax thereon) to the profit & loss account.

2) As a cumulative impact of the treatment described in para (1) above, the accumulated balance in the General Reserve and Securities Premium account as at March 31, 2011 would have been higher by Rs. 5,193.54 lacs and Rs. 23,842.30 lacs respectively, profit for the year would have been lower by Rs. 4,268.17 lacs, the accumulated balance in Profit and Loss account as at March 31, 2011 would have been lower by Rs. 7,470.36 lacs, the balance in Revaluation Reserve would have been Rs. 31,994.49 lacs and the balance in Business Development Reserve would have been Rs. Nil.

However, the aggregate balance in Reserves and Surplus as at March 31, 2011 would have remained the same.

4. (a) During the year, vide order dated December 16, 2010, the High Court of Mumbai has approved a Scheme of Amalgamation under sections 391-394 of The Companies Act, 1956 (hereinafter referred to as the Scheme) between Sunshine Oleochem Limited, (hereinafter referred to as 'the Transferor Company') with Ruchi Soya Industries Limited (hereinafter referred to as The Company') and their respective shareholders providing for amalgamation of Sunshine Oleochem Limited with the Company.

(b) The above Scheme is operative from July 1, 2010 and accordingly effect to the Scheme has been given in the accounts for the year ended March 31, 2011. The said amalgamation has been accounted under the Pooling of Interests method in accordance with AS-14 - 'Accounting for Amalgamations'.

(c) Sunshine Oleochem Limited is engaged in the business of manufacture of toilet soaps, soap noodles, fatty acids, glycerine and related products and utilises products/by-products of the Company in its manufacturing process.

(d) While giving effect to the Scheme,

(i) Assets and liabilities vested in the Company on amalgamation, after making such adjustments as required by the Scheme, have been recorded at their existing book values in the same form as they were appearing in the books of the Transferor Company.

(ii) The income and expenditure for the period from July 1, 2010 of the Transferor Company has been accounted as the income and expenditure of the Company.

(iii) Warrants held by the Transferor Company in the Transferee Company have been converted into equivalent number of equity shares.

(iv) 5,00,000 Preference shares ofRs. 100 each held by the Company in the Transferor Company and Equity shares allotted on exercise of Warrants held by the Transferor Company [ referred to in (iii) above ] have been cancelled in accordance with the said Scheme.

(v) Difference between investment value of equity shares held by the Transferor Company and book value of such equity shares in the books of the Company has been adjusted against the Securities Premium Account of the Company.

(vi) The excess of net assets acquired over the consideration, discharged by issue of shares amounting to Rs. 7,672.71 lacs has been transferred to General Reserve of the Company.

5. The holders of 2,61,00,000 shares warrants issued by the Company outstanding at the beginning of the year, exercised their option and were allotted equity shares during the year. Of these, 1,36,00,000 equity shares were cancelled in accordance with the Scheme of Amalgamation and Arrangement with Sunshine Oleochem Limited as approved by the Hon'ble High Court of Mumbai, referred to in note nos. 6 to 9 above.

The Company has issued 1,25,00,000 shares on conversion of warrants to related party, the funds so received had been temporarily parked in Mutual fund Investments and have been ultimately utilised for working capital payments to Creditors.

6. EMPLOYEES STOCK OPTIONS

(a) The shareholders of the Company vide resolution passed at their Extra Ordinary General Meeting held on November 28, 2007 as modified by resolution passed at the Extra Ordinary Meeting held on June 16, 2009 approved grant of up to 54,71,000 options to eligible directors and employees of the Company and its subsidiary Ruchi Worldwide Limited.

(b) In terms of the said approval, the eligible employees / directors are entitled against each option to subscribe for one equity share of face value of Rs. 21- each at a premium of X 33/- per share.

(c) The holders of the Employee Stock Options are entitled to exercise the option within a period of three years from the date of first vesting, failing which they stand cancelled. In the case of termination of employment, all options, vested or not, stand cancelled immediately. In case of voluntary resignation all un-vested options stand cancelled. The resigning employees may exercise the vested option concurrently with the resignation, beyond which such options stand cancelled. In the event of death of an employee, retirement or the employee becoming totally and permanently disabled, all unvested options vest immediately and can be exercised during the original term of the option.

7. In a preceding year, the Company has entered into a joint venture by investing in the shares of Gemini Edibles and Fats India Private Limited for setting up a port based edible oil refinery in Andhra Pradesh. The financial statements of the said Company have been consolidated in accordance with Accounting Standard 21 (AS-21).

8. Operating leases

i) The Company's significant leasing arrangements are in respect of operating leases for premises (Building, Plant & Machinery). These leasing arrangements, which are non-cancellable, generally range between 12 months and 36 months and are usually renewed by mutual consent on mutually agreeable terms.

9. Sundry creditors include bills payable for purchase of material Rs. 61,194.19 lacs (Previous year Rs. 1,660.47 lacs).

10. During the year, the Company has availed buyer's credit. The amount of Rs. 1,27,324.24 lacs (Previous year Rs. 1,24,875.66 lacs) outstanding on account of buyer's credit as at March 31, 2011, is guaranteed by the banks against fixed deposits of Rs. 1,09,075.00 lacs (Previous year Rs. 1,36,338.00 lacs) placed with them and against credit lien of non fund based limit ofRs. 23,352.55 lacs (Previous year Rs. Nil).

11. (a) The balance with Non Scheduled Banks in deposit account comprises balance with Jila Sahakari Kendriya Bank Maryadit Rs. 0.09 lacs (Previous year Rs. 0.09 lacs) [Maximum balance at any time during the year Rs. 0.09 lacs (Previous year Rs. 0.09 lacs)], (b) The balance with Non Scheduled Banks in current account comprises balance with Coastal Local Area BankRs. 10.16 lacs (Previous yearRs. 5.73 lacs) [Maximum balance at any time during the yearRs. 57.87 lacs (Previous year Rs. 12.29 lacs)] and with Chaitanya Godavari Grameena Bank Rs. 4.23 lacs (Previous year Rs. 2.27 lacs) [Maximum balance at any time during the year Rs. 18.90 lacs (Previous year Rs. 8.27 lacs)].

12. Purchases are net of gain of Rs. 1,455.53 lacs (Previous year net of gain Rs. 11,529.65 lacs) towards difference arising on account of fluctuation in the rate of exchange. Sales are inclusive of gain of Rs. 2,201.96 lacs (Previous year net of loss of Rs. 327.93 lacs) towards difference arising on account of fluctuation in the rate of exchange.

13. The Company has paid an amount ofRs. 100.00 lacs to Securities and Exchange Board of India towards settlement charges for its consent order dated June 24, 2010 in respect of certain preferential allotments made in an earlier year by Param Industries Limited before its merger with the Company. The aforesaid amount has since been recovered from the allottees of such shares and has accordingly not been charged to the profit and loss account.

14. Fixed assets include assets having written down value of Rs. 462.19 lacs (Previous year Rs. 672.76 lacs) representing plant & machinery & equipment which are not wholly used. The Company is in the process of finding alternate use of such assets or their ultimate disposal.

15. The Company has consistently followed the practice of netting the interest earned by it against interest paid. The aggregate interest earned and expended is set out in Schedule 19.

Defined contribution plan

The Company has recognised Rs. 395.76 lacs (Previous year Rs. 298.75 lacs) towards contribution to Provident Fund and Rs. 64.09 lacs (Previous year Rs. 40.79 lacs) towards Employee State Insurance in Profit and Loss account.

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

(ii) Being de-licensed, there is no licensed capacity for any of the products. Installed capacities shown under (b) above are as per registrations with Secretariat for Industrial Approvals.

(iii) Installed capacity is as certified by the management and relied by the auditors, being a technical matter.

a. Sale includes samples and transit losses but does not include abnormal losses.

b. Pulses/Grain/Other traded items include Gram, Wheat, Maize, Corn, Gwarseed, Coffee, Tuar, Barley, Pease, Cotton Bails, Cosmetics.

c. Others includes Soaps and Toiletry preparations.

17. Segment related information :

(a) Segment information required to be disclosed in accordance with Accounting Standard 17 (AS-17) relating to Segment Reporting is given in Para (f) below.

(b) The Company has disclosed business segment as the primary segment. Segments have been identified taking into account the type of products, the differing risks and returns and the internal reporting system. The various segments identified by the Company comprise as under:

Extractions All types of seed extractions

Vanaspati Vanaspati

Oils Crude oils, refined oils

Food Products Textured Soya protein, Soya flour, Fruit Juice, Soya milk

Wind Power Generation

Electricity Generation from Wind Mills excluding captive consumption

Others

Gram, Wheat, Rice, Maize, Corn, Seeds, Coffee, Marine Products, Tuar, Peas, Barley, Soap, Fresh Fruit Bunch, seedling and Plant & Machinery (Equipment), Cotton Bails, Toiletry preparation

By products related to each segment have been included under the respective segment.

(c) Extraction is considered as the primary product resulting from the solvent extraction process and crude oil the secondary product. While computing segment results, all costs related to solvent extraction process are charged to the extraction segment and recovery on account of crude oil is credited to the said segment. Credit for recovery of crude oil is taken on the basis of average monthly market price.

(d) The Company has disclosed geographical segments as the secondary segment. Secondary segments comprise of domestic market & exports.

(e) Segment revenue, segment results, segment assets and segment liabilities include respective amounts directly identified with the segment and also an allocation on reasonable basis of amounts not directly identified. The expenses which are not directly relatable to the business segment are shown as unallocated corporate cost. Assets and liabilities that can not be allocated between the segments are shown as unallocated corporate assets and liabilities respectively.

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

Related party relationships

i) Parties where control exists

Ruchi Worldwide Limited (Subsidiary)

Mrig Trading Private Limited (Subsidiary)

Gemini Edibles & Fats India Private Limited (Subsidiary)

Ruchi Industries Pte. Limited (Subsidiary) (with effect from August 20, 2010)

Ruchi Ethiopia Holdings Limited (Subsidiary) (with effect from November 30, 2010)

Ruchi Agri Plantation (Cambodia) Pte. Limited (Step down Subsidiary) (with effect from November 17, 2010)

Ruchi Green Energy Private Limited (Associate)

GHI Energy Private Limited (Associate)

Ruchi Infrastructure Limited ii) Key Management Personnel & their relatives

Mr. Dinesh Shahra, Managing Director

Mrs. Abhadevi Shahra, Wife of the Managing Director

Ms. Amrita Shahra, Daughter of the Managing Director

Mr. Sarvesh Shahra, Son of the Managing Director

Mr. Ankesh Shahra, Son of the Managing Director

Ms. Amisha Shahra, Daughter of the Managing Director

Mr. Kailash Shahra, Brother of the Managing Director

Mr. Suresh Shahra, Brother of the Managing Director

Mr. Santosh Shahra, Brother of the Managing Director

Mr. Ashutosh B Rao, Wholetime Director

Mr. V.K.Jain, Wholetime Director iii) Entites where Key Management Personnel or relatives of

Key Management Personnel have significant influence.

Mahadeo Shahra & Sons

Mahadeo Shahra Sukrut Trust

Great Eastern Infrastructure Corporation Private Limited

Sunshine Oleochem Limited (Upto 30.06.2010)

Ruchi Corporation Limited

Ruchi Bio Fuels Private Limited Ruchi Multitrade Private Limited Ruchi Realty Private Limited Indivar Wellness Private Limited Soyumm Marketing Private Limited Nirvana Housing Private Limited Bright Star Housing Private Limited Ruchi Marktrade Private Limited Shiva Foundation (Trust) High Tech Realties Private Limited Spectra Realties 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 Resorts & Hotels Private Limited Vishal Warehousing Private Limited Shahra Sons Private Limited I Farm Venture Advisors Private Limited I Farm Equity Advisors Private Limited Shahra Brothers Private Limited Mahadeo Shahra & Sons Private Limited Mangalore Liquid Impex Private Limited

(c) Loans & advances in the nature of Loans where there is:

(i) No repayment schedule or repayment beyond seven year : Nil

(ii) No interest or interest below section 372 A of the Companies Act, 1956 : Nil

(e) Investment by the loanee in the shares of the Company, when the Company has made a loan or advance in the nature of loan Nil

19. (I). The Company has entered into the following derivative instruments:

a) The Company uses foreign currency/forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The Company does not use forward contracts for speculative purposes.


Mar 31, 2010

1. CONTINGENT LIABILITY NOT PROVIDED FOR

2009-10 2008-09 (Rs. in lac) (Rs. in lac)

(a) Claims against the Company not acknowledged as debts 719.52 581.68

(b) Outstanding bank guarantees 1,408.13 1,920.06

(c) Outstanding Letters of Credit - 990.46

(d) Outstanding corporate guarantees given on behalf of subsidiary 15,269.17 15,221.27

(e) Income tax/ Sales tax/ Excise/ Octroi /Custom duty/ ESIC /

Electricity Duty / demands disputed 22,379.43 14,850.58

(f) Bills discounted 28,396.42 27,000.43

(g) Estimated amount of contracts remaining to be executed on capital account. (Net of advances) 5,472.46 5,725.30

(1) The above does not include reimbursement of expenses incurred for the Company.

(2) The amount shown above at (c) includes remuneration amounting to Rs. 2.97 lac (Previous year Rs. 5.00 lac) paid to three directors, which is subject to the approval of the shareholders.

3. Pursuant to Schemes u/s 391 to 394, approved by the Honble High Court of judicature of Mumbai in an earlier year, 76,30,115 shares of the Company are held by a Trust for the benefit of the Company and its successors. These shares have been shown under the head Investments and are being carried at cost and included in Schedule 6 relating to Investments at cost in accordance with the accounting policy of the Company. The dividend received by the Trust in respect of these shares is included under the head "Dividend" under "Other Income" in Schedule 15.

4. (a) The High Court of judicature of Mumbai has approved a Scheme of Amalgamation and Arrangement under sections

391 to 394 of the Companies Act, 1956 between Mac Oil Palm Limited (hereinafter referred to as the Transferor Company) with Ruchi Soya Industries Ltd. (hereinafter referred to as the Company) and their respective shareholders providing for amalgamation of Mac Oil Palm Limited with the Company and other matters.

(b) The above Scheme is operative from 1st April, 2009 and accordingly effect to the Scheme has been given in the accounts for the year ended 31st March, 2010. The said amalgamation has been accounted under the Pooling of Interests method in accordance with AS-14 - Accounting for Amalgamations, except where the Scheme provides otherwise.

(c) Mac Oil Palm Limited is engaged in the business of extracting and processing of crude palm oil from palm fruits collected from farmers in the regions allocated to Mac Oil Palm Limited by the State Government of Andhra Pradesh.

(d) While giving effect to the Scheme,

i. Assets and liabilities vested in the Company on amalgamation have been recorded at their existing book values in the same form as they were appearing in the books of the Transferor Company after making adjustments for differences, if any, in accounting policies between the Transferor Company and the Company.

ii. Face value of shares to be issued to the shareholders of the Transferor Company (which have since been issued) has been shown as Share Capital Suspense on Amalgamation under the head Share Capital in Schedule 1.

iii. Difference between the amount recorded as Share Capital Suspense on Amalgamation and the amount of the paid up share capital of the Transferor Company has been adjusted to the General Reserve of the Company.

iv. The income and expenditure for the year of the Transferor Company have been accounted as the income and expenditure of the Company.

v. The Company, based on reports of approved valuer, has recorded in its books land, buildings & immovable plant & machinery (other than assets vested on amalgamation) at their fair value as at 1st April, 2009 and credited the difference amounting to Rs. 36,157.71 lac between book values and the fair values as at 1st April, 2009 to General Reserve.

vi. The Company has transferred Rs. 23,842.29 lac from Securities Premium Account and Rs. 36,157.71 lac from General Reserve to Business Development Reserve. In terms of the Scheme, as and when deemed fit by the Board, the said Business Development Reserve is available for adjusting various expenses including , any expenses towards marketing, advertisement, sales promotion and/or development of brands and research and development activities, any expenditure incurred in setting up an international company/joint venture of

the Company, inter alia, to include set up costs, marketing expenses or interest on acquisition, finance, provision/write off of debtors/current assets/loans and advances, additional depreciation necessitated by revaluation of fixed assets and expenses of amalgamation including expenses of the Transferor Company i.e. Mac Oil Palm Limited incurred on or after 1st April 2009, after adjusting for any tax effects, both current and deferred tax thereon, etc.

(e) Had the Scheme, approved by the Honble High Court, not prescribed the accounting treatment as described above,

(i) the profit for the year and balance in the profit and loss account for the year would have been lower by Rs. 5,193.54 lac.

(ii) Balance in General Reserve & Securities Premium account would have been higher by Rs. 5,193.54 lac & Rs. 23,842.29 lac respectively and

(iii) Balance in Business Development Reserve would have been lower by Rs. Nil.

However, the aggregate balances in Reserves and Surplus as at 31st March, 2010 would have remained the same.

5. (a) The High Court of judicature of Mumbai and Andhra Pradesh have approved a Scheme of Amalgamation under sections 391 to 394 of the Companies Act, 1956, between Palm Tech India Limited (hereinafter referred to as the Transferor Company) with Ruchi Soya Industries Ltd. (hereinafter referred to as the Company) and their respective shareholders providing for amalgamation of Palm Tech India Limited with the Company.

(b) The above Scheme is operative from 1st April, 2009 and accordingly effect to the Scheme has been given in the accounts for the year ended 31st March, 2010. The said amalgamation has been accounted under the Pooling of Interests method in accordance with AS-14 Accounting for Amalgamations except where the Scheme provides otherwise.

(c) Palm Tech India Limited is engaged in the business of developing oil palm and processing fresh fruit bunches of palm for oil extraction.

(d) While giving effect to the Scheme,

(i) Assets and liabilities vested in the Company on amalgamation have been recorded at their existing book values in the same form as they were appearing in the books of the Transferor Company after making adjustments for differences if any, in accounting policies between the Transferor Company and the Company.

(ii) Face value of shares to be issued to the shareholders of the Transferor Company has been shown as Share Capital Suspense on Amalgamation under the head Share Capital in Schedule 1.

(iii) Difference between the amount recorded as Share Capital Suspense on Amalgamation and the amount of the paid up share capital of the Transferor Company has been adjusted to the General Reserve of the Company.

(iv) The income and expenditure for the year of the Transferor Company has been accounted as the income and expenditure of the Company.

6. As both the Schemes referred to in (5) & (6) above are effective from 1st April 2009, the figures for the previous year are not comparable with current year.

7. During the year, following the Arbitration Award in its favour, the Company has received insurance claim amounting to Rs. 376.03 lac relating to one of the companies that amalgamated with the Company in an earlier year. The said amount after reducing the expenditure of Rs. 23.60 lac in connection therewith has been shown under the head Exceptional Items in the Profit and Loss account.

8. During the year, the Company has entered into a joint venture by investing in the shares of Gemini Edibles & Fats India Pvt. Ltd. for setting up a port based edible oil refinery in Andhra Pradesh. The financial statements of the said Company have been consolidated in accordance with Accounting Standard 21 (AS-21).

9. The Company has entered into Limited Liability Partnership (LLP) with Indian Oil Corporation Limited (IOCL) for establishing bio fuels and other renewable energy value chains. The capital is yet to be contributed by the Company & IOCL equally & the profits/losses are to be shared by the Company & IOCL equally. No amounts have been contributed towards capital till 31st March, 2010. Further, the LLP has not commenced its activities till 31st March, 2010.

10. (a) Out of 3,53,25,000 share warrants issued in an earlier year to the promoters/promoter group on preferential basis, holders of 64,00,000 warrants exercised the option and were allotted equity shares during the preceding year. Holders of the balance 2,89,25,000 warrants did not exercise their option which lapsed on 23rd June 2009, on expiry of the period of 18 months from the date of issue of warrants. Consequently, the amount of Rs. 2,241.68 lac paid by these warrant holders has been forfeited and transferred to Capital Reserve. (b) During the year, the Company, on a preferential basis, issued 7,00,00,000 share warrants to the promoters/promoter group. The holder of each warrant was entitled to apply for and allotment of 1 equity share of Rs. 2/- each at a premium of Rs. 33/- per share at any time within 18 months from the date of issue of warrants. Of the total warrants issued, holders of 4,39,00,000 warrants exercised the option and were allotted equity shares during the year. Holders of the balance 2,61,00,000 warrants have not exercised their option till 31st March, 2010 and the same can be exercised up to 26th January, 2011.

11. EMPLOYEES STOCK OPTIONS

(a) The shareholders of the Company at their Extra Ordinary General Meeting held on 28th November, 2007 approved grant up to 54,71,000 options to eligible directors and employees of the Company and its subsidiary Ruchi Worldwide Limited. Each option entitled the eligible employees / directors to subscribe for one equity share of face value of Rs. 2/- each at a premium of Rs. 75.50 per share.

(b) The Compensation Committee (hereinafter referred to as ‘the Committee) of the Board approved the "Employee Stock Option Scheme - 2007" at its meeting held on 28th November, 2007.

(c) The issue price was revised during the year vide resolution passed at the Extra Ordinary General Meeting held on 16th June, 2009. As per the revised pricing, the eligible employees / directors are entitled to subscribe for one equity share of face value of Rs. 2/- each at a premium of Rs. 33/- per share.

(d) The holders of the Employee Stock Options are entitled to exercise the option within a period of three years from the date of first vesting, failing which they stand cancelled. In the case of termination of employment, all options, vested or not, stand cancelled immediately. In case of voluntary resignation all un-vested options stand cancelled. However, the resigning employees may exercise the vested option within one month from the date of resignation, beyond which such options stand cancelled. In the event of death of employee, retirement or the employee becoming totally and permanently disabled, all unvested options vest immediately and can be exercised during the original term of the option.

11. Sundry creditors include bills payable for purchase of material Rs. 1,660.47 lac (Previous year Rs. 3,546.70 lac).

12. Amount due to Micro, Small and Medium Enterprises (to the extent identified by the Company on the basis of information available) along with interest payable under the interest on delayed payments to Micro, Small and Medium Enterprises Development Act, 2006 is Rs. 108.51 lac (Previous year Rs. 127.04 lac) including interest of Rs. 2.60 lac (Previous year Rs. 2.16 lac).

13. During the year, the Company has availed buyers credit. The amount of Rs. 1,24,875.66 lac (Previous year Rs. 80,700.78 lac) outstanding on account of buyers credit as at 31st March, 2010, is guaranteed by the banks against fixed deposits of Rs. 1,36,338 lac (Previous year Rs. 80,603 lac) placed with them. In the balance sheet, the amount of Rs. 1,24,875.66 lac (Previous year Rs. 80,700.78 lac) has been included under unsecured loans from banks in Schedule 4 and the aforesaid fixed deposits are included under bank balances with scheduled banks in deposit account in Schedule 9.

14. (a) The balance with Non Scheduled Banks in deposit account comprises balance with Jila Sahakari Kendriya Bank Maryadit Rs. 0.09 lac (Previous year Rs. 0.11 lac) [Maximum balance at any time during the year Rs. 0.11 lac], (b) The balance with Non Scheduled Banks in current account comprises balance with Coastal Local Area Bank Rs. 5.73 lac [Maximum balance at any time during the year Rs. 12.29 lac] and with Chaitanya Godavari Grameena Bank Rs. 2.27 lac [Maximum balance at any time during the year Rs. 8.27 lac].

15. Purchases are net of gain of Rs. 11,529.65 lac (Previous year includes loss of Rs. 15,841.42 lac) towards difference arising on account of fluctuation in the rate of exchange. Sales are net of loss of Rs. 327.93 lac (Previous year includes gain of Rs. 2,156.39 lac) towards difference arising on account of fluctuation in the rate of exchange.

16. Other expenses included the following :

Loss from Swaps/Derivatives Rs. 186.88 lac (Previous year Rs. 472.83 lac)

Loss from transactions on Commodity exchange Rs. 821.25 lac (Previous year Rs. Nil)

Deferred Employee Compensation Expenses Rs. 142.56 lac (Previous year Rs. 38.76 lac)

17. Fixed assets include assets having written down value of Rs. 672.76 lac (Previous year Rs. 765.34 lac) representing plant & machinery & equipment which are not wholly used. The Company is in the process of finding alternate use of such assets or their ultimate disposal.

18. The Company has consistently followed the practice of netting the interest earned by it against interest paid. The aggregate interest earned and expended are set out in Schedule 19.

19. The proceeds of issue of shares during the year have been deployed towards the objects of the issue.

Other disclosures

Gratuity is payable to all employees at the rate of 15 days salary for each completed year of service. In respect of employees covered by the Payment of Gratuity Act, 1965 the same is subject to a maximum of Rs. 3.50 lac. Salary escalation is considered in line with the industry practice considering promotion and demand and supply of the employees. 28. In respect of certain advances included under inter-corporate deposits, the Company has charged interest on advances given on net daily products of balances due from/payable to these companies during the year. The Company has been advised that this is in compliance with the provisions of Section 372A of the Companies Act, 1956.

Note: The consumption figures shown above have been ascertained on the basis of opening stock plus purchases less closing stocks. Therefore, it is inclusive of shortages as ascertained on physical count and unusable items, if any.

(ii) Being de-licensed, there is no licensed capacity for any of the products. Installed capacities shown under

(b) above are as per registrations with Secretariat for Industrial Approvals. (iii) Installed capacity is as certified by the management and relied by the auditors, being a technical matter. (iv) Production is exclusive of quantities produced for others on job work basis but includes following items

a. Sale includes samples and transit losses but does not include abnormal losses.

b. Pulses/Grain/Others include Gram, Wheat, Maize, Corn, Gwarseed, Coffee, Soap, Tuar, Barley, Pease, Cotton Bales.

20. Segment related information:

(a) Segment information required to be disclosed in accordance with Accounting Standard 17 (AS-17) relating to Segment Reporting is given in Para (c) below.

(b) (i) The Company has disclosed business segment as the primary segment. Segments have been identified taking

into account the type of products, the differing risks and returns and the internal reporting system. The various

segments identified by the Company comprise as under:

Extractions - All types of seed extractions

Vanaspati - Vanaspati

Oils - Crude oils, refined oils

Food Products - Textured Soya protein, Soya flour, Fruit Juice, Soya Milk

Others - Gram, Wheat, Rice, Maize, Corn, Seeds, Coffee, Marine Products, Tuar, Peas, Barley, Soap, Fresh Fruit Bunch, seedling and Plant & Machinery (Equipment), Cotton Bales, Power generation.

By products related to each segment have been included under the respective segment. (ii) Extraction is considered as the primary product resulting from the solvent extraction process and crude oil the secondary product. While computing segment results, all costs related to solvent extraction process are charged to the extraction segment and recovery on account of crude oil is credited to the said segment. Credit for recovery of crude oil is taken on the basis of average monthly market price. (iii) The Company has disclosed geographical segments as the secondary segment. Secondary segments comprise of domestic market & exports.

(iv) Segment revenue, segment results, segment assets and segment liabilities include respective amounts directlyidentified with the segment and also an allocation on reasonable basis of amounts not directly identified. The expenses which are not directly relatable to the business segment are shown as unallocated corporate cost. Assets and liabilities that can not be allocated between the segments are shown as unallocated corporate assets and liabilities respectively.

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

Related party relationships

i) Parties where control exists

Ruchi Worldwide Ltd. (Subsidiary)

Mrig Trading Pvt. Ltd. (Subsidiary) (with effect from 1st October, 2009)

Gemini Edibles & Fats India Pvt. Ltd. (Subsidiary) (with effect from 29th March, 2010)

RIFL Energy Pvt. Ltd.

Ruchi Infrastructure Ltd.

ii) Key Management Personnel & their relatives

Mr. Dinesh Shahra, Managing Director

Mrs. Abhadevi Shahra, wife of the Managing Director

Ms .Amrita Shahra, Daughter of the Managing Director

Mr. Sarvesh Shahra Son of the Managing Director

Mr.. Kailash Shahra, Brother of the Managing Director

Mr. Suresh Shahra, Brother of the Managing Director

Mr. Santosh Shahra, Brother of the Managing Director

Mr. Ashutosh B Rao, Wholetime Director

Mr. V.K. Jain, Wholetime Director (with effect from 27th July, 2009)

Mr. S.P. Joshi, Wholetime Director (till 26th July, 2009) iii) Entites where Key Management Personnel or relatives of Key Management Personnel have significant influence

Mahadeo Shahra & Sons

Mahadeo Shahra Sukrut Trust

Great Eastern Infrastructure Corporation Pvt. Ltd.

Ruchi Corporation Ltd.

Ruchi Bio Fuels Pvt. Ltd.

Ruchi Multitrade Pvt. Ltd.

Ruchi Realty Pvt. Ltd.

Indivar Wellness Pvt. Ltd.

Shahra Brothers Pvt. Ltd.

Sunshine Oleochem Ltd.

RSIL Beneficiary Trust

Soyumm Marketing Pvt. Ltd.

Nirvana Housing Pvt. Ltd.

Bright Star Housing Pvt. Ltd.

Ruchi Marktrade Pvt. Ltd.

Shiva Foundation (Trust)

High Tech Realty Pvt. Ltd.

Spectra Realty Pvt. Ltd.

Mahakosh Amusement Pvt. Ltd.

Deepti Housing Pvt. Ltd.

Deepti Properties Pvt. Ltd.

Neha Resorts & Hotels Pvt. Ltd.

Ankesh Resorts & Hotels Pvt. Ltd.

Shahra Estate Pvt. Ltd.

Neha Securities Pvt. Ltd.

Vishal Resorts & Hotels Pvt. Ltd

Vishal Warehousing Pvt. Ltd.

Note:

(i) Remuneration paid to the Managing Director (Key Management Personnel) excludes expenditure on rent free accommodation since rent is paid to relative of key management personnel and the same has been disclosed separately.

(ii) The above disclosure is limited to related party relationships and transactions with these parties with reference to the company alone and does not include related party relationships and transactions relating to transferor companies.

22. (I) The Company has entered into the following derivative instruments:

a) The Company uses foreign currency/forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The Company does not use forward contracts for speculative purposes.

23. Previous years figures have been regrouped, wherever necessary.

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

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