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Notes to Accounts of VRL Logistics Ltd.

Mar 31, 2017

1. Earnings per share

The amount considered in ascertaining the Company''s earnings per share constitutes the net profit after tax and includes post tax effect of any exceptional items. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year. The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average number of shares which could have been issued on conversion of all dilutive potential shares.

2. The Company is in appeal against demands on Income Tax, Customs duty and ESIC dues.

3. Customs duty liability is in respect of alleged violation of terms and conditions of Non Scheduled Air Transport Service, as claimed by the Customs Department to the extent it can be quantified. The said department has issued a Show cause cum demand notice alleging violation of terms and conditions of Non Scheduled Air Transport Service and demanded, amongst others, customs duty on the import of aircraft, interest and penalty/fine thereon. The Company had earlier availed of the exemption available under the Customs Act, 1962 (the ''Act'') and was accordingly assessed to Nil duty under the Act. The Company has deposited the Customs duty, including interest thereon, without prejudice to further rights. These payments have been disclosed under non-current assets in the books of account. The Company has already filed the necessary response to the demand notice and expects a favourable order in this regard.

4. The above figures for contingent liabilities do not include amounts towards certain additional penalties/interest that may devolve on the Company in the event of an adverse outcome as the same is subjective and not capable of being presently quantified.

5. Future cash outflows in respect of (A) above can be determined only on receipt of judgments/decisions pending with various forums/authorities.

6. The amount disclosed in respect of (B) above represents the estimated liability based on independent legal opinion obtained by the management in relation to the various cases of Motor Vehicle Accidents, Consumer disputes, Workmen compensation, etc. filed against the Company.

7. The Department of Stamps and Registration, Government of Karnataka had issued a notice towards stamp duty payable on acknowledgment of delivery of a letter, article, document, parcel, package or consignment, given by the Company to the sender of such letter, article, document, etc. in accordance with the Karnataka Stamp Act, 1957 (Article- 1 (ii) of the Schedule). The Company has challenged the constitutional validity of the said provision by way of Writ Petition before the Honourable High Court of Karnataka, Circuit Bench at Dharwad. The Writ Petition came-up for hearing and subject to deposit of a sum of ''25 lakhs, the authorities have been directed not to take any coercive action and also to determine the Stamp Duty liability. The Company has paid the deposit of Rs.25 lakhs but the quantum of Stamp Duty payable is yet to be arrived at by the department. In the opinion of the management, no financial liability is expected to arise in this regard. The financial liability that may ultimately devolve upon the Company is currently not ascertainable and as such no amount has been included as contingent liability towards the same.

8. During the year ended 31 March 2015, the Company had issued a notice to Mr. Rudrapratap Tripathi, proprietor of M/s Indian Corporation, alleging that he has entered into a sale deed with the Company in relation to property situated at Bhiwandi, without being duly authorized to do so by the original land owners. The Company has further alleged that Mr. Rudrapratap Tripathi has not disclosed the defects in the title to the property including the fact that the land is an agricultural land. The Company had paid a sale consideration of Rs.3,240 lakhs towards purchase of the property. In the aforesaid notice, the Company has also alleged cheating and breach of trust by Mr. Rudrapratap Tripathi and has called upon him to refund Rs.3,240 lakhs paid to him along with the stamp duty, registration and other expenses incurred together with interest at the rate of 22% p.a. from the date of payment till the payment receive date, failing which the Company has the rights to initiate criminal proceedings against him. Management has received necessary representations from the attorney of Mr. Rudrapratap Tripathi in relation to sanctity of title and permitted utility of the aforesaid land towards industrial use and occupation. The attorney has also indicated the intention of Mr. Rudrapratap Tripathi to re-purchase the aforesaid property, if required. Management does not expect any financial impairment of the book value of the aforesaid property considering the representations received from Mr. Rudrapratap Tripathi through his attorney and accordingly no adjustments have been made to the financial statements to this effect.

9. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) -Rs.128.68 lakhs (31 March 2016: Nil, 01 April 2015: Nil).

Commitment relating to lease arrangements (refer note 37) Rs.9,306.36 lakhs (31 March 2016: Rs.10,061.72 lakhs, 01 April 2015: Rs.9,553.02 lakhs).

10. The land whereat 33 Wind Turbine Generators (WTGs) are installed (at Kappatgudda, Gadag District, Karnataka) is leased to Suzlon Energy Limited by Karnataka Forest Department. Consequently, Suzlon Energy Limited has transferred the lease in favour of the Company with requisite clearances from Karnataka Forest Department.

11. The Company has entered into Operating lease agreements for godowns and office facilities and such leases are basically cancellable in nature.

Lease rental expense recognized in the Statement of Profit and Loss for the year ended 31 March 2017 in respect of the operating leases is Rs.8,884.80 lakhs (31 March 2016 : Rs.8,085.08 lakhs).

Lease rental income recognized in the Statement of Profit and Loss for the year ended 31 March 2017 in respect of operating leases is Rs.511.37 lakhs (31 March 2016: Rs.450.69 lakhs).

Certain non-cancellable operating leases extend up to a maximum of seven years from Balance Sheet Date. Some of such lease agreements have a price escalation clause. Maximum obligations on long term non-cancellable operating leases in accordance with the rentals stated in the respective agreements are as under:

12. Certified Emission Reductions Credits

In earlier years, the Company had recognized income by trading complete amount of possible Green House Gas (GHG) emission reductions generated by its Windmill project. The Company''s Clean Development Mechanism (CDM) project is registered with the United Nations Framework Convention on Climate Change (UNFCCC) and necessary approvals for the trade of carbon credits has been procured.

The Company has Certified Emission Reductions (CERs) balance of 128,821 units (net of 2% CDM administration fees) for the period 1 January 2013 to January 2015 which has been certified. Further, the certification of CERs generated during the period February 2015 to March 2017 is underway and hence is not quantifiable.

The financial impact of outstanding CERs remains unrecognized in the books of account, the impact of which, as per the management, is not expected to be material to the financial statements.

13. Contribution towards Corporate Social Responsibility (CSR)

Section 135 of the Companies Act, 2013 and Rules made there under prescribe that every company having a net worth of Rs.500 crore or more, or turnover of Rs.1,000 crore or more or a net profit of ''5 crore or more during any financial year shall ensure that the company spends, in every financial year, at least 2% of the average net profits earned during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. The provisions pertaining to corporate social responsibility as prescribed under the Companies Act, 2013 are applicable to the Company. The financial details as sought by the Companies Act, 2013 are as follows:

- During the periods mentioned above, there have been no transfers amongst the levels of hierarchy.

- The carrying amounts of Security deposits, other financial assets, fixed deposits with banks, current borrowings, trade payables and other current financial liabilities are considered to be approximately equal to their fair value, since those are current in nature.

- The fair values computed above for assets measured at amortized cost are based on discounted cash flows using a current borrowing rate. They are classified as level 2 fair values in the fair value hierarchy due to the use of indirectly observable inputs.

Valuation process

The Company evaluates the fair value of financial assets and financial liabilities on periodic basis using the best and most relevant data available.

14. Financial risk management objectives and policies

The Company''s principal financial liabilities, other than derivatives, comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations. The Company also holds investments.

The Company is exposed to market risk, credit risk and liquidity risk. Company''s senior management oversees the management of these risks. It is Company''s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors review and agree policies for managing each of these risks, which are summarized below.

15. Market risk

Market risk is the risk of any loss in future earnings, in realizable fair value or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of change in the interest rates, foreign currency exchange rates, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy.

16. Interest rate sensitivity

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Company does not have significant exposure to the risk of changes in market interest rates as Company''s long-term debt obligations is at fixed interest rates.

17. Foreign currency risk

The Company has a portion of the business which is transacted in foreign currencies. The fluctuations in foreign currency exchange rates may have impact on the income statement and equity. Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities relating to transport of passengers by air and foreign branch in Nepal. The Company is exposed to foreign exchange risk arising from foreign currency receivables and payables. There are certain foreign currency receivables and payables in USD and Nepalese rupee.

Foreign currency risk management

In respect of the foreign currency transactions, all exposures are kept open since the management believes the same will be offsetted by the corresponding receivables and payables which will be in the nature of natural hedge.

18. Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities - borrowings, trade payables and other financial liabilities.

Liquidity risk management

Company''s treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

19. Credit risk

Credit risk arises from cash and bank balances, current and non-current financial assets, trade receivables and other financial assets carried at amortized cost.

Credit risk management

To manage credit risk, the Company periodically assesses the financial reliability of customers and other counterparties, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly. The Company uses a provision margin to compute the expected credit loss allowance for trade receivable.

Bank balances are held with only high rated banks. Trade receivables are generally recovered within the credit period. Accordingly, the provision for impairment is considered immaterial. Also, trade receivables are monitored on periodic basis for any non-recoverability of the dues.

A First Ind AS Financial statements

These are the Company''s first financial statements prepared in accordance with Ind AS.

The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 March 2017, the comparative information presented in these financial statements for the year ended 31 March 2016 and in the preparation of an opening Ind AS balance sheet at 1 April 2015 (the date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP).

An explanation of how the transition from previous GAAP to Ind AS has affected the Company''s financial position, financial performance and Cash flow is given below:

20. Optional exemptions availed Business combinations

The Company has availed the business combination exemption on first time adoption of Ind AS and accordingly the business combinations prior to date of transition have not been restated to the accounting prescribed under Ind AS 103 - Business combinations.

The Company applies the requirements of Ind AS 103 - Business combinations to business combinations occurring after the date of transition to Ind AS

Deemed cost

Since, there is no change in the functional currency of the Company, it has opted to continue with the carrying values measured under the previous GAAP and use that carrying value as the deemed cost for property, plant and equipment, other intangible assets and investment properties on the date of transition.

Leases

Appendix C to Ind AS 17, Leases, requires an entity to assess whether a contract or arrangement contains a lease. As per Ind AS 17, this assessment should be carried out at inception of the contract or arrangement. However, Company has used Ind AS 101 exemption and assessed all arrangements based for embedded leases based on conditions in place as at the date of transition.

Designation of previously recognized financial instruments

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

Company has elected to apply this exemption for its investment in equity instruments.

21. Mandatory exceptions applied Estimates

The estimates as at 1 April 2015 and 31 March 2016 are consistent with those made for the same dates in accordance with previous GAAP (after adjustment to reflect differences if any, in accounting policies) apart from the following items where the application of previous GAAP did not require estimation:

22. Impairment of financial assets based on the expected credit loss model; and

23. Investments in equity instruments carried as FVPL or FVOCI.

The estimates used by the Company to present the amounts in accordance with Ind AS reflect conditions that existed at the date on transition to Ind AS.

De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entity''s choosing, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past transactions was obtained at the time of initially accounting for those transactions.

The Company has applied the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

Classification and measurement of financial assets

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

Impact of Ind AS adoption on the statement of cash flows for the year ended 31 March 2016 -

All the adjustments on account of Ind AS are non - cash in nature and hence, there is no material impact on the cash flows in the cash flow statement.

24. Impact of fair valuation of Security deposits paid at initial recognition and subsequently at amortized cost

Previous GAAP - Interest free rent deposits were recognized at the transaction price and reduced for repayments/ adjustments made.

Ind AS - Interest free rent deposits are financial assets and are initially recognized at fair value. The difference between the fair value and transaction price is recognized as prepaid rent and amortized over the lease term. Deposit asset is subsequently measured at amortized cost resulting into finance income in the statement of profit and loss. Consequently, the impact on this account of Rs.161.71 lakhs is recognized in the retained earnings as at 01 April 2015, further profit is lower to the extent of Rs.27.24 lakhs for the year ended 31 March 2016.

25. Impact of fair valuation of Security deposits received at initial recognition and subsequently at amortized cost Previous GAAP - Interest free rent deposits received were recognized at the transaction price and reduced for repayments/adjustments made.

Ind AS - Interest free rent deposits are financial liabilities and are initially recognized at fair value. The difference between the fair value and transaction price is recognized as perceived rent and amortized over the lease term. Deposit liability is subsequently measured at amortized cost resulting into Interest expense in the statement of profit and loss.

Consequently, the impact on this account of Rs.5.46 lakhs is recognized in the retained earnings as at 01 April 2015, further profit is lower to the extent of Rs.1.22 lakhs for the year ended 31 March 2016.

26. Finance cost de-recognized/recognized based on effective interest cost

Previous GAAP - Transaction costs were charged to Statement of Profit or loss as and when incurred.

Ind AS - Ind AS 109 requires transaction costs incurred towards origination of borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognized in the Statement of Profit or loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method. Accordingly borrowings as at 01 April 2015 has been reduced by Rs.59.64 lakhs with a corresponding adjustment to retained earnings. The total equity increased by an equivalent amount. Profit for the year ended 31 March 2016 reduced by Rs.31.51 lakhs.

27. Impact on account of deferred taxes

The impact of transition adjustments together with Ind AS mandate of using balance sheet approach (against profit and loss approach in the previous GAAP) for computation of deferred tax has impacted the reserves on date of transition, with consequential impacts to the statement of profit and loss for the subsequent periods.

28. Impact of recognizing actuarial gains / losses on defined benefit obligations in other comprehensive income (OCI) Indian GAAP - Actuarial gains / losses on defined benefit obligations is recognized in statement of profit and loss Ind AS - Actuarial gains / losses on defined benefit obligations is recognized in other comprehensive income. Consequently, actuarial losses of Rs.461.20 lakhs has been recognized in OCI A.6 Under Ind AS, all items of income and expense recognized in period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Item of income and expense that are not recognized in profit or loss but are shown in Statement of profit and loss as "Other comprehensive income" includes re-measurements of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP.

29. Segment Reporting

The Company''s chief operating decision maker - Board of Directors examines the Company''s performance from a product perspective and has identified four reportable segments of its business as follows:

- Goods transport division: Offers services for the transportation of Goods across India using a range of road transportation solutions to the customers, including less than full truck load and full truck load. Under this segment, Company also does courier business for transportation of small parcels and documents using range of multi model solutions.

- Bus operations division: Offers services of transportation solutions through Buses.

- Sale of power division: The wind farm consists of Wind Turbine Generators (WTGs) having individual capacity of 1.25 MW.

- Transport of passengers by air: Offers services for the transportation of passengers by Air through the Aircrafts owned by the Company. The services are offered to the Individuals and corporate representatives.

The above operating segments have been identified considering:

30. The internal financial reporting systems

31. The nature of the product/services

32. The risk return profile of individual divisions

Revenue and expenses has been accounted on the basis of their relationship to the operating activities of the segment. Income and expenses, which relate to the Company as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocable Income" and "Unallocable Expenses" respectively. Assets and Liabilities, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under "Unallocable Assets/ Liabilities". Inter-segment transfers are accounted for at competitive market prices charged to unaffiliated customers for similar goods/services.

Terms and conditions of transactions with related parties :

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs vide cash/bank payment. There have been no guarantees received or provided for any related party receivables or payables. For the year ended 31 March 2017, Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2016: Nil, 1 April 2015: Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

33. The Company completed its Initial Public Offering (IPO) pursuant to which 22,823,333 equity shares of the Company of Rs.10 each were allotted at a price of Rs.205 per equity share consisting of fresh issue of 5,707,333 equity shares and an offer for sale of 17,116,000 equity shares by the existing shareholders. Out of the total proceeds from the IPO of Rs.46,787.83 lakhs, the Company''s share is Rs.11,700.03 lakhs arising from the fresh issue of equity shares. The equity shares of the Company were listed on National Stock Exchange of India Limited and BSE Limited on 30 April 2015.


Mar 31, 2016

1. The Department of Stamps and Registration, Government of Karnataka had issued a notice towards stamp duty payable on acknowledgment of delivery of a letter, article, document, parcel, package or consignment, given by the Company to the sender of such letter, article, document, etc. in accordance with the Karnataka Stamp Act, 1957 (Article- 1 (ii) of the Schedule). The Company has challenged the constitutional validity of the said provision by way of Writ Petition before the Honourable High Court of Karnataka, Circuit Bench at Dharwad. The Writ Petition came- up for hearing and subject to deposit of a sum of Rs. 25 Lakhs, the authorities have been directed not to take any coercive action and also to determine the Stamp Duty liability. The Company has paid the deposit of Rs. 25 Lakhs but the quantum of Stamp Duty payable is yet to be arrived at by the department. In the opinion of the management, no financial liability is expected to arise in this regard. The financial liability that may ultimately devolve upon the Company is currently not ascertainable and as such no amount has been included as contingent liability towards the same.

2. During the year ended 31 March 2015, the Company had issued a notice to Mr. Rudrapratap Tripathi, proprietor of M/s Indian Corporation, alleging that he has entered into a sale deed with the Company in relation to property situated at Bhiwandi, without being duly authorized to do so by the original land owners. The Company has further alleged that Mr. Rudrapratap Tripathi has not disclosed the defects in the title to the property including the fact that the land is an agricultural land. The Company had paid a sale consideration of Rs. 3,240 Lakhs towards purchase of the property. In the aforesaid notice, the Company has also alleged cheating and breach of trust by Mr. Rudrapratap Tripathi and has called upon him to refund Rs. 3,240 Lakhs paid to him along with the stamp duty, registration and other expenses incurred together with interest at the rate of 22 ACU- p.a. from the date of payment till the payment receive date, failing which the Company has the rights to initiate criminal proceedings against him. Management has received necessary representations from the attorney of Mr. Rudrapratap Tripathi in relation to sanctity of title and permitted utility of the aforesaid land towards industrial use and occupation. The attorney has also indicated the intention of Mr. Rudrapratap Tripathi to re-purchase the aforesaid property, if required. Management does not expect any financial impairment of the book value of the aforesaid property considering the representations received from Mr. Rudrapratap Tripathi through his attorney and accordingly no adjustments have been made to the financial statements to this effect.

3. During the year ended 31 March 2015, the Company had sold land at Bengaluru, having book value of Rs.3,128.37 Lakhs for value aggregating Rs. 3,500 Lakhs. The profit on sale of the aforesaid land amounting to Rs. 371.63 Lakhs has been accounted as exceptional item in the Statement of Profit and Loss for the year ended 31 March 2015.

4. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)

- Nil (Previous year: Nil). Commitment relating to lease arrangements (refer note 33) Rs. 10,061.72 Lakhs (Previous year: 9,553.02 Lakhs).

5. The land whereat 34 Wind Turbine Generators (WTGs) are installed (at Kappatgudda, Gadag District, Karnataka) is leased to Suzlon Energy Limited by Karnataka Forest Department. Consequently, Suzlon Energy Limited has transferred the lease in favour of the Company with requisite clearances from Karnataka Forest Department.

6. The Company has entered into Operating lease agreements for godowns and office facilities and such leases are basically cancellable in nature.

Lease rental expense recognized in the Statement of Profit and Loss for the year ended 31 March 2016 in respect of the operating leases is Rs. 7,858.30 Lakhs (Previous year: Rs. 6,949.59 Lakhs).

Lease rental income recognized in the Statement of Profit and Loss for the year ended 31 March 2016 in respect of operating leases is Rs. 447.62 Lakhs (Previous year: Rs. 410.54 Lakhs).

7. CERTIFIED EMISSION REDUCTIONS CREDITS

In earlier years, the Company had recognised income by trading complete amount of possible Green House Gas (GHG) emission reductions generated by its Windmill project. The Company''s Clean Development Mechanism (CDM) project is registered with the United Nations Framework Convention on Climate Change (UNFCCC) and necessary approvals for the trade of carbon credits has been procured.

The Company has Certified Emission Reductions (CERs) balance of 1,28,821 units (net of 2 ACU- CDM administration fees) for the period 1 January 2013 to January 2015 which has been certified. Further, the certification of CERs generated during the period February 2015 to March 2016 is underway and hence is not quantifiable.

The financial impact of outstanding CERs remains unrecognised in the books of account, the impact of which, as per the management, is not expected to be material to the financial statements.

8. CONTRIBUTION TOWARDS CORPORATE SOCIAL RESPONSIBILITY (CSR)

Section 135 of the Companies Act, 2013 and Rules made thereunder prescribe that every company having a net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or more during any financial year shall ensure that the company spends, in every financial year, at least 2 ACU- of the average net profits earned during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. The provisions pertaining to corporate social responsibility as prescribed under the Companies Act, 2013 are applicable to VRL Logistics Limited. The financial details as sought by the Companies Act, 2013 are as follows:

9. PREVIOUS YEAR FIGURES

The previous year''s figures have been recast / regrouped / rearranged wherever considered necessary.


Mar 31, 2015

Company overview

VRL Logistics Limited (the "Company") is in logistics services dealing mainly in domestic transportation of goods. Other businesses include bus operations, air chartering service, sale of power and sale of certified emission reductions (CER) units generated from operation of wind mills. The operations of the Company are spread all over the country through various branches.

a) Rights/preferences/restrictions attached to equity shares

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. Any fresh issue of equity shares shall rank pari-passu with the existing shares. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing General Meeting, except interim dividend.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive the remaining assets of the Com- pany, after distribution of all preferential amounts, if any, in proportion to the number of equity shares held by the shareholders.

b) Terms of conversion of preference shares

The conversion parameters are specified in the Share Purchase and Subscription Agreement and Shareholder's agreement dated 15 December 2011 entered into by the Company with the promoters, other shareholders and NSR - PE Mauritius, LLC (the 'investor'), based on which the Company had issued 11,046,875, 0.001% Compulsorily and mandatorily convertible participatory preference shares (CCPPS) of face value of Rs.100 each. These shares were converted on 1 September 2013 in accordance with the conversion parameters specified in the agreements, into 14,836,162 equity shares of Rs.10 each fully paid.

a) Employee benefits

Gratuity is provided based on actuarial valuation for employees covered under the Group Gratuity Scheme. Few employees like drivers and hamaals are not covered under the Group Gratuity Scheme on account of very high attrition rates (specific to the indus- try and in their categories) and therefore gratuity payments made to them during each of the reporting periods are charged to the Statement of Profit and Loss of such periods. Further, no provision is made for compensated absences for drivers and hamaals on similar grounds and such compensated absences are charged to Statement of Profit and Loss in the reporting periods during which such payments are made.

i) Defined Contribution Plans: The amount recognised as an expense during the year is Rs.1,527.89 lacs (Previous year: Rs.1186.38 lacs).

a) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31 March 2015. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company and has been relied upon by the statutory auditors of the Company.

PARTICULARS As at As at 31 March 2015 31 March 2014

2 CONTINGENT LIABILITIES NOT PROVIDED FOR

A] Claims against the Company not acknowledged as Debts

Income tax matters 775.92 513.43

Customs Duty (refer note (c) below) 1,569.02 1,569.02

ESIC matter 12.92 12.92

2,357.86 2,095.37

B] Disputed claims pending in Courts 638.55 529.19

C] Guarantees given on behalf of the Company by banks 37.78 22.10

D] Other contractual matters 334.31 273.50

Total 3,368.50 2,920.16

Notes:-

a. The Company is in appeal against demands from Income Tax, Customs duty and ESIC authorities.

b. The above figures for contingent liabilities do not include amounts towards certain additional penalties/interest that may devolve on the Company in the event of an adverse outcome as the same is subjective and not capable of being presently quantified.

c. Customs duty liability is in respect of alleged violation of terms and conditions of Non Scheduled Air Transport Ser- vice, as claimed by the Customs Department to the extent it can be quantified. The said department has issued a Show cause cum demand notice alleging violation of terms and conditions of Non Scheduled Air Transport Service and de- manded, amongst others, customs duty on the import of air- craft and interest thereon. The Company had earlier availed of the exemption available under the Customs Act, 1962 (the 'Act') and was accordingly assessed to Nil duty under the Act. The Company has deposited the Customs duty, including in- terest thereon, without prejudice to further rights. These payments have been disclosed as deposits in the books of account. The Company has already filed the necessary re- sponse to the notice and expects a favourable order in this regard.

d. Future cash outflows in respect of (A) above can be deter- mined only on receipt of judgments/decisions pending with various forums/authorities.

e. The amount disclosed in respect of (B) above represents the estimated liability based on independent legal opinion ob- tained by the management in relation to the various cases of Motor Vehicle Accidents, Consumer disputes, Workmen compensation, etc. filed against the Company.

3 The Department of Stamps and Registration, Government of Karnataka had issued a notice towards stamp duty payable on acknowledgment of delivery of a letter, article, document, parcel, package or consignment, given by the Company to the sender of such letter, article, document, etc. in accord- ance with the Karnataka Stamp Act, 1957 (Article- 1 (ii) of the Schedule). The Company has challenged the constitutional validity of the said provision by way of Writ Petition before the Honourable High Court of Karnataka, Circuit Bench at Dharwad. The Writ Petition came-up for hearing and subject to deposit of a sum of Rs.25 lacs, the authorities have been directed not to take any coercive action and also to deter- mine the Stamp Duty liability. The Company has paid the de- posit of Rs 25 lacs but the quantum of Stamp Duty payable is yet to be arrived at by the department. In the opinion of the management, no financial liability is expected to arise in this regard. The financial liability that may ultimately devolve upon the Company is currently not ascertainable and as such no amount has been included as contingent liability towards the same.

4 The Company has issued a notice dated 5 November 2014 to Mr. Rudrapratap Tripathi, proprietor of M/s Indian Corpora- tion, alleging that he has entered into a sale deed with the Company in relation to property situated at Bhiwandi, with- out being duly authorized to do so by the original land own- ers. The Company has further alleged that Mr. Rudrapratap Tripathi has not disclosed the defects in the title to the prop- erty including the fact that the land is an agricultural land. The Company has paid a sale consideration of Rs.3,240 lacs towards purchase of the property. In the aforesaid notice, the Company has also alleged cheating and breach of trust by Mr. Rudrapratap Tripathi and has called upon him to re- fund Rs.3,240 lacs paid to him along with the stamp duty, registration and other expenses incurred together with interest at the rate of 22% p.a. from the date of payment till the payment receive date, failing which the Company has the rights to initiate criminal proceedings against him. Man- agement has received necessary representations from the attorney of Mr. Rudrapratap Tripathi in relation to sanctity of title and permitted utility of the aforesaid land towards in- dustrial use and occupation. The attorney has also indicated the intention of Mr. Rudrapratap Tripathi to re-purchase the aforesaid property, if required, at the sale consideration paid by the Company. Management does not expect any financial impairment of the book value of the aforesaid property con- sidering the representations received from Mr. Rudrapratap Tripathi through his attorney and accordingly no adjustments have been made to the financial statements to this effect

5 During the year ended 31 March 2015, the Company had sold land at Bangalore, having book value of Rs.3,128.37 lacs for value aggregating Rs.3,500 lacs. The profit on sale of the aforesaid land amounting to Rs.371.63 lacs has been accounted as exceptional item in the Statement of Profit and Loss for the year ended 31 March 2015.

During the year ended 31 March 2014, the Company had sold land at Gurgaon, Haryana having book value of Rs.1,155.28 lacs for value aggregating Rs.1,860 lacs. An amount of Rs.41 lacs was incurred towards the sale process including conver- sion of land into Non Agricultural Land. The profit on sale of the aforesaid land amounting to Rs.663.72 lacs has been accounted as exceptional item in the Statement of Profit and Loss for the year ended 31 March 2014.

6 Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) - Nil (Previous year: Rs.59.16 lacs).

7 The land whereat 34 Wind Turbine Generators (WTGs) are installed (at Kappatgudda, Gadag District, Karnataka) is leased to Suzlon Energy Limited by Karnataka Forest Depart- ment. Consequently, Suzlon Energy Limited has transferred the lease in favour of the Company with requisite clearances from Karnataka Forest Department.

8 The Company has entered into Operating lease agreements for godowns and office facilities and such leases are basically cancellable in nature.

Lease rental expense recognized in the Statement of Profit and Loss for the year ended 31 March 2015 in respect of the operating leases is Rs.6,949.59 lacs (Previous year: Rs 5,981.19 lacs).

Lease rental income recognized in the Statement of Profit and Loss for the year ended 31 March 2015 in respect of operating leases is Rs. 410.54 lacs (Previous year: Rs.498.46 lacs).

Certain non-cancellable operating leases extend upto a maximum of nine years from their respective dates of incep- tion. Some of such lease agreements have a price escalation clause. Maximum obligations on long term non-cancellable operating leases in accordance with the rentals stated in the respective agreements are as under:

9 CERTIFIED EMISSION REDUCTIONS CREDITS

The Company earns income by trading complete amount of possible Green House Gas (GHG) emission reductions gen- erated by its Windmill project. The Company's Clean Devel- opment Mechanism (CDM) project is registered with the United Nations Framework Convention on Climate Change (UNFCCC) and necessary approvals for the trade of carbon credits has been procured.

The Company has entered into an agreement dated 29 Oc- tober 2009 with Asian Development Bank (ADB) (as trustee of the Asia Pacific Carbon Fund) amended vide 'Amendment and Restatement Agreement' dated 01 August 2011, for sale of Certified Emission Reductions (CERs), generated during the period March 2009 to December 2012 (delivery period). The Company had generated and delivered the relevant units of CERs in accordance with the aforesaid agreements in earlier years and recognised revenue accordingly.

However, as per the 'Sale and Purchase of surplus CER's' clause in the aforesaid agreement, whenever the Company generates surplus CER's i.e. CER's in excess of the contract CER's on or before 31 December 2012, which has been lat- er verified and certified, ADB shall have the right but not the obligation, to purchase the said surplus CER's from the Company. Correspondingly, ADB had procured 61,366 CERs during an earlier year, in accordance with the contract. The balance 11,563 (net of 2% CDM administration fees) CERs, which has been certified but not purchased by ADB along with 69,342 (net of 2% CDM administration fees) CERs certi- fied for the period January 2013 to January 2014, remains unrecognised in the books of account, the impact of which, as per the management, is not expected to be material to the financial statements.

Further, the certification of CERs generated during the pe- riod February 2014 to March 2015 is underway and hence is not quantifiable.

10 EARNINGS PER SHARE

The amount considered in ascertaining the Company's earnings per share constitutes the net profit after tax and includes post tax effect of any exceptional / extra ordinary items. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the year. The number of shares used in computing diluted earnings per share com- prises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average number of shares which could have been issued on conversion of all dilutive potential shares.

11 SEGMENT REPORTING

Reporting segments in accordance with Accounting Standard 17, Segment reporting, prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, are Goods transport, Bus operations, Sale of power and Air chartering service.

12 RELATED PARTY DISCLOSURES

Related party transactions are transfer of resources or obligations between related parties, regardless of whether a price is charged. Parties are considered to be related, if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial or operating decisions. Parties are considered to be related if they are subject to common control or significant influence. List of related parties, as certified by the management, together with the transactions and related balances are given below:

Key Management Personnel (KMP) and their relatives

a. Dr.Vijay Sankeshwar (Chairman & Managing Director)

b. Mr.Anand Sankeshwar (Managing Director)

c. Mrs.Vani Sankeshwar (President) - relative of director

d. Mrs.Lalitha Sankeshwar - relative of director

e. Mrs.Bharati Holkunde - relative of director

f. Mr. Sunil Nalavadi (Chief Financial Officer) (disclosures applicable w.e.f. 1 April 2014)

g. Mr. Aniruddha Phadnavis (Company Secretary) (disclosures applicable w.e.f. 1 April 2014)

Companies in which KMP or their relative have significant influence

a. Aradhana Trust

b. Ayyappa Bhaktha Vrunda Trust

c. Shiva Agencies

d. Sankeshwar Minerals Private Limited

e. Sankeshwar Printers Private Limited

f. VRL Media Limited

Enterprise having significant influence over the entity NSR- PE Mauritius LLC

13 SUBSEQUENT EVENT

The Company completed its Initial Public Offering (IPO) pursuant to which 22,823,333 equity shares of the Company of Rs. 10 each were allotted at a price of Rs. 205 per equity share consisting of fresh issue of 5,707,333 equity shares and an offer for sale of 17,116,000 equity shares by the selling shareholders. The equity shares of the Company were listed on The National Stock Exchange of India Limited and Bombay Stock Exchange Limited on 30 April 2015.

14 PREVIOUS YEAR FIGURES

The previous year's figures have been recast / regrouped / rearranged wherever considered necessary.


Mar 31, 2014

1) Company overview

VRL Logistics Limited (the "Company") is in logistics services dealing mainly in domestic transportation of goods. Other businesses include bus operations, air chartering service, sale of power and sale of certified emission reductions (CER) units generated from operation of wind mills. The operations of the Company are spread all over the country through various branches.

2) Rights / preferences / restrictions attached to equity shares

"The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. Any fresh issue of equity shares shall rank pari-passu with the existing shares. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing General Meeting, except interim dividend.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, if any, in proportion to the number of equity shares held by the shareholders."

3) Term of conversion of preference shares

Pursuant to conversion parameters specified in the Share Purchase and Subscription Agreement and Shareholder''s agreement dated 15 December 2011 entered with the promoters, other shareholders and NSR - PE Mauritius, LLC (the ''investor''), the Company had issued 11046875, 0.001% compulsorily and mandatorily convertible participatory preference shares (CCPPS) of face value of Rs.100 each. These shares have been converted on 01 September 2013 in accordance with the conversion parameters specified in the agreements, into 14836162 Equity shares of Rs.10 each fully paid.

4) Employee benefits

Gratuity is provided based on actuarial valuation for employees covered under the Group Gratuity Scheme. Few employees like drivers and hamaals are not covered under the Group Gratuity Scheme on account of very high attrition rates (specific to the industry and in their categories) and therefore gratuity payments made to them during each of the reporting periods are charged to the Statement of Profit and Loss of such periods. Further, no provision is made for compensated absences for drivers and hamaals on similar grounds and such compensated absences are charged to Statement of Profit and Loss in the reporting periods during which such payments are made.

i) Defined Contribution Plans: The amount recognised as an expense during the year is Rs.1186.38 lakhs (Previous year: Rs.1069.65 lakhs).

As at As at 31 March 2014 31 March 2013 PARTICULARS

5) CONTINGENT LIABILITIES NOT PROVIDED FOR

A) Claims against the Company not acknowledged as Debts

Income tax matters 513.43 499.12

Central Excise matters - 1085.35

Customs Duty (refer note (c) below) 694.92 694.92

PF and ESIC matters 12.92 12.92

Other contractual matters 273.50 184.63

1494.77 2476.94

B) Disputed claims pending 529.19 478.05 in Courts

Total 2023.96 2954.99

Notes:

a. The Company is in appeal against demands from Income Tax, Provident Fund and ESIC authorities.

b. The above figures for contingent liabilities do not include amounts towards penalties / interest that may devolve on the Company in the event of an adverse outcome as the same is subjective and not capable of being presently quantified.

c. Customs duty liability is in respect of alleged violation of terms and conditions of Non Scheduled Air Transport Service, as claimed by the Customs Department to the extent it can be quantified. The said department has issued a Show cause cum demand notice alleging violation of terms and conditions of Non Scheduled Air Transport Service and demanded, amongst others, customs duty on the import of aircraft and interest thereon. The Company had earlier availed of the exemption available under the Customs Act, 1962 (the ''Act'') and was accordingly assessed to Nil duty under the Act. The Company has deposited the Customs duty, including interest thereon, without prejudice to further rights. These payments have been disclosed as deposits in the books of account. The Company has already filed the necessary response to the notice and expects a favourable order in this regard.

d. Future cash outflows in respect of (A) above can be determined only on receipt of judgments / decisions pending with various forums / authorities.

e. The amount disclosed in respect of (B) above represents the estimated liability based on independent legal opinion obtained by the management in relation to the various cases of Motor Vehicle Accidents, Consumer disputes, Workmen compensation etc. filed against the Company.

6) The Department of Stamps and Registration, Government of Karnataka had issued a notice towards stamp duty payable on acknowledgment of delivery of a letter, article, document, parcel, package or consignment, given by the Company to the sender of such letter, article, document, etc. in accordance with the Karnataka Stamp Act, 1957 (Article - 1 (ii) of the Schedule). The Company has challenged the constitutional validity of the said provision by way of Writ Petition before the Honourable High Court of Karnataka, Circuit Bench at Dharwad. The Writ Petition came-up for hearing and subject to deposit of a sum of Rs.25 lakhs, the authorities have been directed not to take any coercive action and also to determine the Stamp Duty liability. The Company has paid the deposit of Rs.25 lakhs but the quantum of Stamp Duty payable is yet to be arrived at by the department. In the opinion of the management, no financial liability is expected to arise in this regard. The financial liability that may ultimately devolve upon the Company is currently not ascertainable and as such no amount has been included as contingent liability towards the same.

7) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) - Rs.1070.25 lakhs (Previous year: Rs.568.12 lakhs).

8) In the opinion of the Management, Current Assets, Loans and Advances have a value on realization in the ordinary course of business, at least equal to the amounts at which they are stated.

9) The land whereat 34 Wind Turbine Generators (WTGs) are installed (at Kappatgudda, Gadag District, Karnataka) is leased to Suzion Energy Limited by the Karnataka Forest Department. Consequently, Suzion Energy Limited has transferred the lease in favour of the Company with requisite clearances from Karnataka Forest Department.

10) The Company has entered into Operating lease agreements for godowns and office facilities and such leases are basically cancellable in nature.

Lease rental expense recognized in the Statement of Profit and Loss for the year ended 31 March 2014 in respect of the operating leases is Rs.5981.19 lakhs (Previous year: Rs.4849.43 lakhs).

Lease rental income recognized in the Statement of Profit and Loss for the year ended 31 March 2014 in respect of operating leases is Rs.498.46 lakhs (Previous year: Rs.475.51 lakhs).

Certain non-cancellable operating leases extend upto a maximum of ten years from their respective dates of inception. Some of such iease agreements have a price escalation clause. Maximum obligations on long term non-cancellable operating leases in accordance with the rentals stated in the respective agreements.

11) Other current assets as at 31 March 2013 included net book value of land at Gurgaon, Haryana aggregating Rs.1155.28 lakhs which had been retired from active use and was heid for disposai. This land was accordingiy stated at the lower of net book value and net realisable value as on 31 March 2013. During the year, the Company has entered into a sale deed dated 29 October 2013 with respect to the land at Gurgaon for value aggregating Rs.1860 lakhs. An amount of Rs.41 lakhs was incurred towards the sale process including conversion of land into Non Agricultural Land. The profit on sale of the aforesaid land amounting to Rs.663.72 lakhs has been accounted as exceptional item in the Statement of Profit and Loss for the year ended 31 March 2014.

12) CERTIFIED EMISSION REDUCTIONS CREDITS

The Company earns income by trading complete amount of possible Green House Gas (GHG) emission reductions generated by its Windmill project. The Company''s Clean Development Mechanism (CDM) project is registered with the United Nations Framework Convention on Climate Change (UNFCCC) and necessary approvals for the trade of carbon credits has been procured.

The Company has entered into an agreement dated 29 October 2009 with Asian Development Bank (ADB) (as trustee of the Asia Pacific Carbon Fund) amended vide ''Amendment and Restatement Agreement'' dated 01 August 2011, for sale of Certified Emission Reductions (CERs), generated during the period March 2009 to December 2012 (delivery period). The Company has generated and delivered the relevant units of CERs in accordance with the aforesaid agreements as at 31 March 2014 and recognised revenue accordingly.

However, as per the ''Sale and Purchase of surplus CER''s'' clause in the aforesaid agreement, whenever the Company generates surplus CER''s i.e.. CER''s in excess of the contract CER''s on or before 31 December 2012, which has been later verified and certified, ADB shall have the right but not the obligation, to purchase the said surplus CER''s from the Company. Correspondingly, ADB had procured 61366 CERs during the year, in accordance with the contract, and the balance 11563 (net of 2% CDM administration fees) CERs, which has been certified but not purchased by ADB, remains unrecognised in the books of account, the impact of which, as per the management, is not expected to be material to the financial statements.

Further, the certification of CERs generated during the period January 2013 to March 2014 is underway and hence is not quantifiable.

13) EARNINGS PER SHARE

The amount considered in ascertaining the Company''s earnings per share constitutes the net profit after tax and includes post tax effect of any exceptional / extra ordinary items. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average number of shares which could have been issued on conversion of all dilutive potential shares.

14) RELATED PARTY DISCLOSURES

Related party transactions are transfer of resources or obligations between related parties, regardless of whether a price is charged. Parties are considered to be related, if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial or operating decisions. Parties are considered to be related if they are subject to common control or significant influence. List of related parties, as certified by the management, together with the transactions and related balances are given below:

a) Names of related parties and description of relationship:

(i) Key Management Personnel (KMP) and their relatives

a. Dr. Vijay Sankeshwar (Chairman & Managing Director)

b. Mr. Anand Sankeshwar (Managing Director)

c. Mrs. Vani Sankeshwar (President) - relative of director

d. Mrs. Lalitha Sankeshwar - relative of director

e. Mrs. Bharati Holkunde - relative of director

(ii) Companies in which KMP or their relative have significant influence

a. Aradhana Trust

b. Ayyappa Bhaktha Vrunda Trust

c. Shiva Agencies

d. Sankeshwar Minerals Private Limited

e. Sankeshwar Printers Private Limited

f. VRL Cements Limited

g. VRL Media Limited

(iii) Enterprise having significant influence over the entity

NSR-PE Mauritius LLC

15) PREVIOUS YEAR FIGURES

The previous year''s figures have been recast / regrouped / rearranged wherever considered necessary.


Mar 31, 2013

1) Company overview

VRL Logistics Limited (the "Company") is in logistics services dealing mainly in domestic transportation of goods. Other businesses include bus operations, air chartering service, sale of power and sale of certified emission reductions (CER) units generated from operation of wind mills. The operations of the Company are spread all over the country through various branches with concentration in South India and Maharashtra.

2) Rights / preferences / restrictions attached to equity shares

"The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. Any fresh issue of equity shares shall rank pari-passu with the existing shares. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing General Meeting, except interim dividend. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, if any, in proportion to the number of equity shares held by the shareholders."

3) Term of conversion/right attached to preference shares

"The compulsorily and mandatorily convertible participatory preference shares (CCPPS) are entitled to dividend at 0.001% per annum per CCPPS. In addition, the CCPPS holders have the right to participate further in the distributable profits of the Company and to receive dividends as may be determined by the Board in accordance with and subject to applicable laws (the "Participatory Preferential Dividend" and together with the Fixed Preferential Dividend, the "Preferential Dividend") provided that the aggregate preferential dividend in any period shall be equal to the amount which would have been payable as dividend to the holders of the CCPPS assuming all the CCPPS had been converted into equity shares. The CCPPS shall be mandatorily and compulsorily converted into equity shares on 1 September 2013 in accordance with the conversion parameters specified in the Share Purchase and Subscription Agreement and Shareholder''s agreement dated 15 December 2011. The holders of preference shares have rights to receive notices of, attend or vote at general meetings subject to conditions mentioned in the aforesaid agreement. In the event of liquidation of the Company before conversion of CCPPS, the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital."

4) Employee benefits

Gratuity is provided based on actuarial valuation for employees covered under the Group Gratuity Scheme. Few employees like drivers and hamaals are not covered under the Group Gratuity Scheme on account of very high attrition rates (specific to the industry and in their categories) and therefore gratuity payments made to them during each of the reporting periods are charged to the Statement of Profit and Loss of such periods. Further, no provision is made for compensated absences for drivers and hamaals on similar grounds and such compensated absences are charged to Statement of Profit and Loss in the reporting periods during which such payments are made.

i) Defined Contribution Plans: The amount recognised as an expense during the year is Rs.1069.65 lakhs (Previous year: Rs.833.86 lakhs).

PARTICULARS As at As at 31.03.2013 31.03.2012

5) CONTINGENT LIABILITIES NOT PROVIDED FOR

A] Claims against the Company not acknowledged as Debts

Income tax matters 499.12 485.01

Service tax matters - 514.40

Central Excise matters 1085.35 1085.35

Customs Duty (refer note (c) below) 694.92 694.92

PF and ESIC matters 12.92 12.92

Other contractual matters 184.63 113.07

2476.94 2905.67

B] Disputed claims pending in Courts 9560.95 7199.47

Total 12037.89 10105.14

Notes:

a. The Company is in appeal against demands from Income Tax, Provident Fund and ESIC authorities.

b. The above figures for contingent liabilities do not include amounts towards penalties / interest that may devolve on the Company in the event of an adverse outcome as the same is subjective and not capable of being presently quantified.

c. Customs duty liability is in respect of alleged violation of terms and conditions of Non Scheduled Air Transport Service, as claimed by the Customs Department to the extent it can be quantified. The said department has issued a Show cause cum demand notice alleging violation of terms and conditions of Non Scheduled Air Transport Service and demanded, amongst others, customs duty on the import of aircraft and interest thereon. The Company had earlier availed of the exemption available under the Customs Act, 1962 (the ''Act'') and was accordingly assessed to Nil duty under the Act. The Company has deposited the Customs duty, including interest thereon, without prejudice to further rights. These payments have been disclosed as deposits in the books of account. The Company has already filed the necessary response to the notice and expects a favourable order in this regard.

d. Future cash outflows in respect of (A) above can be determined only on receipt of judgments / decisions pending with various forums / authorities.

e. The amount disclosed in respect of (B) above pertains to the various cases of Motor Vehicle Accidents, Consumer disputes, Workmen compensation, etc. filed against the Company. A substantial portion of the expected liability / payment arising out of the same would devolve on third parties such as Insurance Companies, etc.

5) The Department of Stamps and Registration, Government of Karnataka had issued a notice towards stamp duty payable on acknowledgment of delivery of a letter, article, document, parcel, package or consignment, given by the Company to the sender of such letter, article, document, etc. in accordance with the Karnataka Stamp Act, 1957 (Article- 1 (ii) of the Schedule). The Company has challenged the constitutional validity of the said provision by way of Writ Petition before the Honourable High Court of Karnataka, Circuit Bench at Dharwad. The Writ Petition came-up for hearing and subject to deposit of a sum of Rs.25 lakhs, the authorities have been directed not to take any coercive action and also to determine the Stamp Duty liability. The Company has paid the deposit of Rs.25 lakhs but the quantum of Stamp Duty payable is yet to be arrived at by the department. In the opinion of the management, no financial liability is expected to arise in this regard. The financial liability that may ultimately devolve upon the Company is currently not ascertainable and as such no amount has been included as contingent liability towards the same.

6) During the year ended 31 March 2013, the Company received income tax refund of Rs.279.18 lakhs in relation to assessment year 2011-12, which has been adjusted against the advance tax for the aforesaid year. However, Company is yet to receive the concluding order in this respect. In the opinion of the management, no financial liability is expected to arise in this regard. Further, the appropriate allocation towards amount paid as advance tax in earlier years and interest income will be made once the final orders are received in this respect.

7) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs.568.12 lakhs (Previous year: Rs.5,513.86 lakhs).

8) In the opinion of the Management, Current Assets, Loans and Advances have a value on realization in the ordinary course of business, at least equal to the amounts at which they are stated.

9) The land whereat 34 Wind Turbine Generators (WTGs) are installed (at Kappatgudda, Gadag District, Karnataka) is leased to Suzlon Energy Limited by the Karnataka Forest Department. Consequently, Suzlon Energy Limited has transferred the lease in favour of the Company with requisite clearances from Karnataka Forest Department.

10) The Company has entered into Operating leases for godowns and office facilities and such leases are basically cancellable in nature.

Lease rental expense recognized in the Statement of Profit and Loss for the year ended 31 March 2013 in respect of the operating leases is Rs.4,849.43 lakhs (Previous year: Rs.3984.61 lakhs).

Lease rental income recognized in the Statement of Profit and Loss for the year ended 31 March 2013 in respect of operating leases is Rs.475.51 lakhs (Previous year: Rs.241.67 lakhs).

Certain non-cancellable operating leases extend upto a maximum of six years from their respective dates of inception. Some of such lease agreements have a price escalation clause. Maximum obligations on long term non-cancellable operating leases in accordance with the rentals stated in the respective agreements.

11) Other current assets as at 31 March 2013 include net book value of land at Gurgaon, Haryana aggregating Rs.1155.28 lakhs which has been retired from active use and is held for disposal. In accordance with Accounting Standard 10, Accounting for Fixed Assets, items of fixed assets that have been retired from active use and held for disposal are stated at the lower of net book value and net realisable value. The net realisable value as per the agreement of sale dated 13 October 2010, entered into with the buyer is Rs.1600 lakhs and therefore it is stated at its book value. Advance received in accordance with the aforesaid agreement is Rs.160 lakhs. An amount of Rs.41 lakhs has been incurred towards the sale process including conversion of land into Non Agricultural Land and hence would be adjusted against the sale consideration when the entire transaction concludes, which is expected in the financial year 2013-14.

The Company had authorised the buyer to construct a warehouse on the said land and enter into lease deed on behalf of the Company. The buyer misused such authorisation and executed and registered a lease deed for the said property in favour of his wife for a period of 30 years. The Company has initiated legal proceedings against the buyer in the Civil and Criminal Court, Gurgaon (the ''Court'') and the Court has granted a ''Status Quo Injunction'' in respect of the said property and the aforesaid lessee is restrained from occupation of the said property. The management is confident of concluding the entire transaction in the financial year 2013-14 and recovering the balance consideration.

12) The Company was contemplating to purchase properties in Gurgaon for establishing a Transhipment Yard. The Company has entered into an agreement with Vikas Yadav for arranging the sale deed from the respective land owners at Gurgaon and a sum of Rs.660 lacs was paid in the year 2011-12 towards the same. The Company subsequently realised that the property shown by Vikas Yadav has been notified by Government of Haryana for acquisition towards Civic amenities and since this matter was suppressed by Vikas Yadav, the deal had to be cancelled. Further, Vikas Yadav is not able to pay back the amount paid by the Company and accordingly the Company has filed both Civil and Criminal Cases at Hubballi for recovery of the amount. The management is confident of recovering the advance amount in the financial year 2013-14.

13) CERTIFIED EMISSION REDUCTIONS CREDITS

The Company earns income by trading complete amount of possible Green House Gas (GHG) emission reductions generated by its Windmill project. The Company''s Clean Development Mechanism (CDM) project is registered with the United Nations Framework Convention on Climate Change (UNFCCC) and necessary approvals for the trade of carbon credits has been procured

The Company has entered into an agreement dated 29 October 2009 with Asian Development Bank (ADB) (as trustee of the Asia Pacific Carbon Fund) amended vide ''Amendment and Restatement Agreement'' dated 01 August 2011, for sale of Certified Emission Reductions (CERs), generated during the period March 2009 to December 2012 (delivery period). The Company has generated and delivered the relevant units of CERs in accordance with the aforesaid agreements as at 31 March 2013 and recognised revenue accordingly.

As per the ''Sale and Purchase of surplus CER''s'' clause in the aforesaid agreement, when the Company generates surplus CER''s i.e. CER''s in excess of the contract CER''s on or before 31 December 2012, which are later verified and certified, ADB shall have the right but not the obligation, to purchase the said surplus CER''s from the Company. Subsequent to the Balance Sheet date, 72,929 (net of 2% CDM administration fees) CER''s have been certified and are ready to be delivered. However, ADB has agreed to procure 61,366 CERs in accordance with the contract.

14) EARNINGS PER SHARE

The amount considered in ascertaining the Company''s earnings per share constitutes the net profit after tax and includes post tax effect of any exceptional / extra ordinary items. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average number of shares which could have been issued on conversion of all dilutive potential shares.

15) RELATED PARTY DISCLOSURES

Related party transactions are transfer of resources or obligations between related parties, regardless of whether a price is charged. Parties are considered to be related, if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial or operating decisions. Parties are considered to be related if they are subject to common control or significant influence. List of related parties, as certified by the management, together with the transactions and related balances are given below:

Key Management Personnel (KMP) and their relatives

a . M r. Vijay Sankeshwar (Chairman & Managing Director)

b. Mr. Anand Sankeshwar (Managing Director)

c. Mrs. Vani Sankeshwar - relative of director

d. Mrs. Lalitha Sankeshwar - relative of director

e. Mrs. Bharati Holkunde - relative of director

Companies in which KMP or their relative have significant influence

a. Aradhana Trust

b. Shiva Agencies

c. Sankeshwar Minerals Private Limited

d. Sankeshwar Printers Private Limited

e. VRL Cements Limited

f. VRL Media Limited

Enterprise having significant influence over the entity

NSR - PE Mauritius LLC


Mar 31, 2012

1) Employee benefits

Gratuity is provided based on actuarial valuation for employees covered under the Group Gratuity Scheme. Few employees like drivers and hamaals are not covered under the Group Gratuity Scheme on account of very high attrition rates (specific to the industry and in their categories) and therefore gratuity payments made to them during each of the reporting periods are charged to the Statement of Profit and Loss of such periods. Further, no provision is made for compensated absences for drivers and hamaals on similar grounds and such compensated absences are charged to Statement of Profit and Loss in the reporting periods during which such payments are made.

i) Defined Contribution Plans: The amount recognised as an expense during the year is Rs.833.86 lacs (Previous year: Rs.706.47 lacs).

ii) Defined Benefit Plans (Gratuity scheme):

PARTICULARS As at As at 31.03.2012 31.03.2011 2) CONTINGENT LIABILITIES NOT PROVIDED FOR

A] Claims against the Company not acknowledged as Debts

Income tax matters 485.01 1,020.10

Service tax matters - Others 514.40 514.40

Central Excise matters 1085.35 809.19

Customs Duty (refer note (c) below) 694.92 694.92

PF and ESIC matters 12.92 12.92

Other contractual matters 113.07 53.11

2905.67 3104.64

B] Disputed claims pending in Courts 7199.47 6011.34

Total 10105.14 9115.98

Notes:

a. The Company is in appeal against demands from Income Tax, Service Tax, Provident Fund and ESIC authorities.

b. The above figures for contingent liabilities do not include amounts towards penalties that may devolve on the Company in the event of an adverse outcome as the same is subjective and not capable of being presently quantified.

c. The Finance Act 2011, which received the assent of the President of India on 8 April 2011, has retrospectively exempted with effect from 1 April 2000, service tax levied on tour operators having a contract carriage permit for inter-state or intra state transportation of passengers. The Customs, Excise and Service Tax Appellate Tribunal (CESTAT) has directed the adjudicating authorities (Commissioner of Central Excise and Customs) to consider the assessees'' claim for exemption and pass speaking orders after giving the assessees reasonable opportunities of being personally heard. Considering these developments, the management believes that there would be no liability to pay service tax on tour operator service based on demands raised earlier and accordingly has not disclosed the same as contingent liability.

d. Customs duty liability is in respect of alleged violation of terms and conditions of Non Scheduled Air Transport Service, as claimed by the Customs Department to the extent it can be quantified. The said department has issued a Show cause cum demand notice alleging violation of terms and conditions of Non Scheduled Air Transport Service and demanded, amongst others, customs duty on the import of aircraft and interest thereon. The Company had earlier availed of the exemption available under the Customs Act, 1962 (the ''Act'') and was accordingly assessed to Nil duty under the Act. The Company has deposited the Customs duty, including interest thereon, without prejudice to further rights. These payments have been disclosed as deposits in the books of account. The Company has already filed the necessary response to the notice and expects a favourable order in this regard.

e. Future cash outflows in respect of (A) above can be determined only on receipt of judgments / decisions pending with various forums / authorities.

f. The amount disclosed in respect of (B) above pertains to the various cases of Motor Vehicle Accidents, Consumer disputes, Workmen compensation, etc. filed against the Company. A substantial portion of the expected liability / payment arising out of the same would devolve on third parties such as Insurance Companies, etc.

3) The Company has received a letter during the year from the Department of Stamps and Registration, Government of Karnataka, towards stamp duty payable on acknowledgment of delivery of a letter, article, document, parcel, package or consignment, given by the Company to the sender of such letter, article, document, etc. in accordance with the Karnataka Stamp Act, 1957 (Article - 1 (ii) of the Schedule). The Company has challenged the constitutional validity of the said provision before the Honourable High Court of Karnataka, Circuit Bench at Dharwad and subsequent to the Balance Sheet date, the Honourable Court has passed Interim Orders to deposit a sum of Rs.25 lacs pending disposal of the case. The quantum of Stamp Duty payable is yet to be arrived at by the Government. In the opinion of the management, no financial liability is expected to arise in this regard. The financial liability that may ultimately devolve upon the Company is currently not ascertainable and as such no amount has been included as contingent liability towards the same.

4) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) - Rs.5513.86 lacs (Previous year: Rs.1937.63 lacs).

5) In the opinion of the Management, Current Assets, Loans and Advances have a value on realization in the ordinary course of business, at least equal to the amounts at which they are stated.

6) The land whereat 34 Wind Turbine Generators (WTGs) are installed (at Kappatgudda, Gadag District, Karnataka) is leased to Suzlon Energy Limited by the Karnataka Forest Department. Consequently, Suzlon Energy Limited has transferred the lease in favour of the Company with requisite clearances from Karnataka Forest Department.

7) The Company has entered into Operating leases for godowns and office facilities and such leases are basically cancellable in nature.

Lease rental expense recognized in the Statement of Profit and Loss for the year ended 31 March 2012 in respect of the operating leases is Rs.3984.61 lacs (Previous year: Rs.3311.90 lacs)

Lease rental income recognized in the Statement of Profit and Loss for the year ended 31 March 2012 in respect of operating leases is Rs.241.67 lacs (Previous year: Rs.230.41 lacs).

Certain non-cancellable operating leases extend upto a maximum of five years from their respective dates of inception. Some of such lease agreements have a price escalation clause. Maximum obligations on long term non-cancellable operating leases in accordance with the rentals stated in the respective agreements.

8) Other current assets as at 31 March 2012 include net book value of land at Gurgaon, Haryana aggregating Rs.1155.28 lacs which has been retired from active use and is held for disposal. In accordance with Accounting Standard 10, Accounting for Fixed Assets, items of fixed assets that have been retired from active use and held for disposal are stated at the lower of net book value and net realisable value. The net realisable value as per the agreement of sale dated 13 October 2010, entered into with the buyer is Rs.1600 lacs and therefore it is stated at its book value. Advance received in accordance with the aforesaid agreement is Rs.160 lacs. An amount of Rs.41 lacs has been incurred towards the sale process including conversion of land into Non Agricultural Land and hence would be adjusted against the sale consideration when the entire transaction concludes, which is expected in the financial year 2012-13.

The Company had authorised the buyer to construct a warehouse on the said land and enter into lease deed on behalf of the Company. The buyer misused such authorisation and executed and registered a lease deed for the said property in favour of his wife for a period of 30 years. The Company has initiated legal proceedings against the buyer in the Civil and Criminal Court, Gurgaon (the ''Court'') and the Court has granted a ''Status Quo Injunction'' in respect of the said property and the aforesaid lessee is restrained from occupation of the said property. The management is confident of concluding the entire transaction in the financial year 2012-13 and recovering the balance consideration.

9) CERTIFIED EMISSION REDUCTIONSCREDITS The Company earns income by trading complete amount of possible Green House Gas (GHG) emission reductions generated by its Windmill project. The Company''s Clean Development Mechanism (CDM) project is registered with the United Nations Framework Convention on Climate Change (UNFCCC) and necessary approvals for the trade of carbon credits has been procured.

The Company has entered into an agreement dated 29 October 2009 with Asian Development Bank (ADB) (as trustee of the Asia Pacific Carbon Fund) amended vide ''Amendment and Restatement Agreement'' dated 01 August 2011, for sale of Certified Emission Reductions (CERs), generated during the period March 2009 to December 2012 (delivery period). The Company has generated and delivered the relevant units of CERs in accordance with the aforesaid agreements as at 31 March 2012 and recognised revenue accordingly.

10) MANAGERIAL REMUNERATION

Managerial remuneration under Section 198 of the Companies Act, 1956, read along with provisions of Schedule XIII, paid / payable to the Directors is as under:

11) EARNINGS PER SHARE

The amount considered in ascertaining the Company''s earnings per share constitutes the net profit / (loss) after tax and includes post tax effect of any exceptional / extra ordinary items. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average number of shares which could have been issued on conversion of all dilutive potential shares.

12) RELATED PARTY DISCLOSURES

Related party transactions are transfer of resources or obligations between related parties, regardless of whether a price is charged. Parties are considered to be related, if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial or operating decisions. Parties are considered to be related if they are subject to common control or significant influence. List of related parties, as certified by the management, together with the transactions and related balances are given below:

a) Names of related parties and description of relationship:

1. Key Management Personnel (KMP) a. Mr. Vijay Sankeshwar and their relatives (Chairman & Managing Director)

b. Mr. Anand Sankeshwar (Managing Director)

c. Mrs. Vani Sankeshwar - relative of Director

d. Mrs. Lalitha Sankeshwar - relative of director

e. Mrs. Bharati Holkunde - relative of director

2. Companies in which KMP or their a. Aradhana Trust relative has significant influence b. Shiva Agencies

c. Sankeshwar Minerals Private Limited d. Sankeshwar Printers Private Limited

e. VRL Cements Limited f. VRL Media Limited

13) SUBSEQUENTEVENTS

The Company has entered into a Share Purchase and Subscription Agreement and Shareholders'' agreement dated 15 December 2011 with the promoters, other shareholders and NSR - PE Mauritius, LLC (the ''investor'') partly amended vide First Amendment Agreement dated 27 March 2012, for issue and allotment of 11046875, 0.001% compulsorily and mandatorily convertible participatory preference shares (CCPPS) of face value of Rs.100 each of the Company at an issue price of Rs.113.15 per share, aggregating Rs.12500 lacs. The CCPPS shall be mandatorily and compulsorily converted into equity shares of Rs.10 each on 1 September 2013 in accordance with the conversion parameters specified in the agreements. The issue and allotment of CCPPS have been completed in the month of April 2012.

The Board of Directors of the Company have recommended a final dividend of 6% (Rs.0.60 per share of face value, Rs.10 each) to its equity shareholders for the financial year 2011-12. Pursuant to such equity dividend recommendation and in view of the participating nature of the CCPPS issued to the investor, a further provision of Rs.66.28 lacs is being made towards proportionate dividend payable on such CCPPS in accordance with the Shareholders'' agreement entered into with the said Investor.

14) PREVIOUS YEAR FIGURES

The previous year''s figures have been recast / regrouped / rearranged wherever considered necessary in accordance with Revised Schedule VI forming part of the Companies Act, 1956 and effective for the financial year commencing on or after 01 April 2011.

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