Rsil Ar 2018

RUCHI SOYA INDUSTRIES LIMITED
If undelivered, please return to:

Sarthak Global Limited
Registrars and Share Transfer Agents (Unit: Ruchi Soya Industries Limited)
170/10, R.N.T. Marg, Film Colony, Indore - 452 001, Madhya Pradesh
Phone: (+91-731) 4279626/2523545
E-mail: [email protected]

CIN – L15140MH1986PLC038536
Registered Office: Ruchi House, Royal Palms, Survey No. 169,
Aarey Milk Colony, Near Mayur Nagar, Goregaon (East), 32ND ANNUAL REPORT 2017-18
Mumbai - 400 065, Maharashtra
Phone: (+91-22) 61090100 / 200
Email: [email protected]
(CIN – L15140MH1986PLC038536)
{Company under Corporate Insolvency Resolution Process (CIRP)}
CORPORATE INFORMATION
BOARD OF DIRECTORS BANKERS
(suspended during CIRP) State Bank of India
CHAIRMAN Central Bank of India
Punjab National Bank
Kailash Shahra
Standard Chartered Bank – India
(upto September 27, 2017) Corporation Bank
ICICI Bank Limited
MANAGING DIRECTOR IDBI Bank Limited
Dinesh Shahra Bank of India
UCO Bank
DIRECTORS Australia & New Zealand Banking Group Limited
Union Bank of India
Vijay Kumar Jain Syndicate Bank
Executive Director Bank of Maharashtra
Axis Bank Limited
Prabhu Dayal Divedi
DBS Bank – Singapore
(upto April 28, 2017)
Bank of Baroda
N. Murugan IDFC Bank Limited (assigned to Edelweiss ARC)
(upto March 26, 2018) Dena Bank
The Karur Vysya Bank Limited
Navin Khandelwal HDFC Bank Limited
(upto October 22, 2018) Oriental Bank of Commerce
Rabo Bank
Meera Dinesh Rajda DBS Bank – India
(upto November 19, 2018) Standard Chartered Bank - UK
RESOLUTION PROFESSIONAL
Shailendra Ajmera
CONTENTS
(IP Registration No. IBBI/IPA-001/ Notice .............................................................................................. 3
IP-P00304/2017-18/10568) Directors' Report .......................................................................... 7
Management Discussion and Analysis Report ....................... 21
CHIEF FINANCIAL OFFICER Corporate Governance Report .................................................. 24
Anil Singhal Auditors' Report ........................................................................... 34
Balance Sheet ................................................................................. 42
COMPANY SECRETARY Statement of Profit & Loss ........................................................ 43
R. L. Gupta Statement of Changes in Equity ............................................... 44
Cash Flow Statement ................................................................... 46
AUDITORS Notes to the Financial Statements ............................................ 48
Chaturvedi & Shah Auditors' Report on Consolidated Accounts .......................... 106
Consolidated Balance Sheet ....................................................... 112
COST AUDITORS Statement of Consolidated Profit & Loss .............................. 113
K. G. Goyal & Co. Statement of Changes in Equity ............................................... 114
Consolidated Cash Flow Statement .......................................... 116
Notes to Consolidated Financial Statements .......................... 118
Annexure I - Pursuant to requirements of
first provisio to sub-section (3) of section 129 ...................... 184
Proxy Form .................................................................................... 187
REGISTERED OFFICE SHARE TRANSFER AGENT ADMINISTRATIVE & HEAD OFFICE

Ruchi House Sarthak Global Limited 301, Mahakosh House, 7/5, South Tukoganj,
Royal Palms, Survey No. 169, 170/10, Film Colony, Nath Mandir Road, Indore - 452 001
Aarey Milk Colony, Near Mayur Nagar, R.N.T. Marg, Indore - 452 001 Madhya Pradesh
Goregaon (East) Madhya Pradesh
Mumbai - 400 065 Maharashtra Phone: (+91-731) 2513281 / 282 / 283
Phone: (+91-731) 4279626/2523545 Email: [email protected]
Phone: (+91-22) 61090100 / 200 Email: [email protected] Website: www.ruchisoya.com
Website: www.ruchisoya.com
(CIN – L15140MH1986PLC038536) Regd. Office : “Ruchi House”, Royal Palms, Survey
No. 169, Aarey Milk Colony, Near Mayur Nagar, Goregaon (East), Mumbai – 400 065.
NOTICE
The National Company Law Tribunal (“NCLT”), Mumbai Bench, vide March 31, 2018, the reports of Board of Directors and the
order dated 15th December, 2017 (“Insolvency Commencement Order”) Auditors thereon, be and are hereby received, considered and
has initiated corporate insolvency resolution process (“CIRP”) based adopted.”
on petitions filed by Standard Chartered Bank and DBS Bank Ltd under 2. To appoint a Director in place of Mr. Vijay Kumar Jain (DIN:
section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”). 00098298), who retires by rotation and being eligible, offers himself
Mr. Shailendra Ajmera IP Registration No. IBBI/IPA-001/IP-P00304/ for re-appointment and if thought fit, to pass with or without
2017-18/10568 was appointed as interim resolution professional (“IRP”) modification(s), the following resolution as an Ordinary
to manage affairs of the Company in accordance with the provisions of Resolution:
the Code. In the first meeting of the committee of creditors held on
12th January, 2018, Mr. Shailendra Ajmera had been confirmed as “RESOLVED THAT Mr. Vijay Kumar Jain (DIN: 00098298),
Resolution Professional (“RP”/ “Resolution Professional”) for the Director of the Company, retiring by rotation at 32nd Annual
Company. Pursuant to the Insolvency Commencement Order and in General Meeting of the Company, being eligible for re-
line with the provisions of the Code, the powers of the Board of appointment, be and is hereby re-appointed as Director of the
Directors were suspended and the same were to be exercised by IRP / Company, who shall be liable to retire by rotation.”
RP. By an order dated 8th June, 2018, NCLT has extended the CIRP for
a further period of 90 days with effect from 12th June, 2018. Hence, this SPECIAL BUSINESS
meeting is being convened by the Resolution Professional only to the 3. To ratify the remuneration of Cost Auditors for the financial year
limited extent of discharging the powers of the Board of Directors of ending 31st March, 2019 and in this regard to consider and if
the Company which has been conferred upon him in terms of provisions thought fit, to pass with or without modification(s), the following
of Section 17 of the Code. resolution as an Ordinary Resolution:
Notice is hereby given that the Thirty Second Annual General Meeting “RESOLVED THAT pursuant to the provisions of Section 148
of the members of Ruchi Soya Industries Limited will be held on and all other applicable provisions, if any, of the Companies Act,
Thursday, the 27th December, 2018 at 11.00 A.M. at Rangswar Hall, 2013, and the Companies (Audit and Auditors) Rules, 2014
Chavan Centre, Yashwantrao Chavan Pratishthan, Gen. Jagannathrao {including any statutory modification(s) or re-enactment thereof,
Bhonsle Marg, Mumbai -400 021, Maharashtra, to transact the following for the time being in force}, the remuneration payable to
business: M/s. K. G. Goyal & Co., Cost Accountants (Firm Registration
No. 000017), appointed by the Resolution Professional as Cost
ORDINARY BUSINESS: Auditors to conduct the audit of the cost records of the Company
1. To consider and adopt the audited financial statements of the for the financial year ending 31st March, 2019, amounting to
Company for the financial year ended March 31, 2018, the reports ` 4,40,000/- (Rupees Four Lacs Forty Thousand Only) subject to
of Board of Directors and Auditors thereon; and the audited payment of applicable taxes thereon and re-imbursement of out
consolidated financial statements of the Company for the financial of pocket expenses, be and is hereby ratified and confirmed.
year ended March 31, 2018 and the reports of Auditors thereon RESOLVED FURTHER THAT Mr. R.L. Gupta, Company
and in this regard to consider and if thought fit, to pass with or Secretary and Mr. Anil Singhal, Chief Financial Officer of the
without modification(s), the following resolution as an Ordinary Company be and are hereby severally authorized to do all such
Resolution: acts, deeds, matters and things as may be considered necessary in
“RESOLVED THAT the stand-alone and consolidated Audited this regard for and on behalf of the Company, including but not
Financial Statements of the Company for the financial year ended limiting to, filing of necessary forms, returns and submissions
under the Companies Act, 2013.”
Registered Office: By Order of Resolution Professional

Ruchi Soya Industries Limited For Ruchi Soya Industries Limited
Ruchi House, Royal Palms,
Survey No. 169, Aarey Milk Colony, (R L Gupta)
Near Mayur Nagar, Goregaon (East), Company Secretary
Mumbai – 400 065, Maharashtra
Place : New Delhi
Date : 1st December, 2018
3
NOTES: transferred to the IEPF in terms of the provisions of Section
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE 124 of the Companies Act, 2013 and the applicable rules made
MEETING IS ALSO ENTITLED TO APPOINT A PROXY thereunder.
TO ATTEND AND VOTE ON A POLL INSTEAD OF 12. The Securities and Exchange Board of India (SEBI) has mandated
HIMSELF/HERSELF, AND THE PROXY NEED NOT BE the submission of Permanent Account Number (PAN) by every
A MEMBER OF THE COMPANY. THE PROXY FORM participant in the securities market. SEBI has further strengthened
DULY COMPLETED AND SIGNED SHOULD BE the guidelines to raise industry standards for Companies and their
DEPOSITED AT THE REGISTERED OFFICE OF THE RTAs vide its circular dated April 20, 2018 and has advised
COMPANY NOT LESS THAN 48 HOURS BEFORE THE Company to take special efforts to collect copy of PAN and bank
TIME FIXED FOR THE MEETING. account details of members holding shares in physical form.
A person can act as a proxy on behalf of members not exceeding Accordingly, letters have been sent to such shareholders through
fifty and holding in the aggregate not more than ten percent of Registered Post in July, 2018, August, 2018 and November, 2018.
the total share capital of the Company carrying voting rights. A Members holding shares in physical form are therefore, requested
member holding more than ten percent of the total share capital to submit their PAN and Bank Account Details to Registrar and
of the Company carrying voting rights may appoint a single person Share Transfer Agent of the Company by sending a duly signed
as proxy and such person shall not act as a proxy for any other letter along with self-attested copy of PAN Card and original
shareholder. cancelled cheque.
2. An Explanatory Statement pursuant to the provisions of Section 13. The Annual Report for the year 2017-18, the Notice of AGM
102(1) of the Companies Act, 2013, setting out the material facts along with the attendance slip/proxy form, are being sent by
in respect of the special business to be transacted at the meeting electronic mode to those members whose e-mail addresses are
is annexed hereto. The necessary disclosure as required under registered with the Company/depositories, unless any member
Regulation 36(3) of the Securities and Exchange Board of India has requested for a physical copy of the same. For members, who
(Listing Obligations and Disclosure Requirements) Regulations, have not registered their e-mail addresses, physical copies are being
2015 and Secretarial Standards on General Meetings "SS-2" issued sent by the permitted mode. The members may note that the
by the Institute of Company Secretaries of India is provided in Notice of the 32nd AGM and the Annual Report 2017-18 will also
the Corporate Governance Report. be available on the Company’s website viz www.ruchisoya.com.
3. Corporate members/Societies intending to send their authorized 14. Members holding shares in physical form are requested to intimate
representative to attend the Annual General Meeting (AGM) are changes pertaining to their bank account details, mandates,
requested to send a duly certified copy of Board Resolution to nominations, change of address, e-mail address etc., if any, to the
the Company, authorizing their representative to attend and vote Company or Company’s Registrar and Share Transfer Agent.
on their behalf at the Annual General Meeting. Members holding shares in electronic form must intimate the
4. During the period beginning twenty-four hours before the time changes, if any, to their respective Depository Participants.
fixed for commencement of the meeting and ending with the 15. To support the “Green Initiative”, the members who have not
conclusion of the meeting, a member entitled to vote at the registered their e-mail addresses so far, are requested to register
meeting is entitled to inspect the proxies lodged, at any time during their e-mail address for receiving all communication including
the business hours of the Company, provided that not less than Annual Report, Notices, Circulars, etc. from the Company
three days of notice of such intention to inspect is given in writing electronically.
to the Company. 16. The facility for making/varying/cancelling nominations is available
5. Members, proxies and authorized representatives attending the for individual shareholders of the Company. Nominations can be
meeting are requested to complete the enclosed attendance slip made in Form SH-13 and any variation/cancellation thereof can
and deliver the same at the entrance of the meeting hall. be made by giving notice in Form SH-14, prescribed under the
6. Members, proxies and authorized representatives are requested Companies (Share Capital and Debentures) Rules, 2014 for the
to bring their copies of the Annual Report at the time of attending purpose. The forms can be obtained from the Company/Registrar
the Annual General Meeting. and Share Transfer Agent or from the Website of the Ministry of
7. All relevant documents referred to in accompanying Notice and Corporate Affairs at www.mca.gov.in.
Explanatory Statement are open for inspection at the Registered 17. The route map of the venue of the meeting is given at page no. 6
Office of the Company between 11.00 A.M. and 1.00 P.M. on all of the Annual Report. The prominent landmark for easy location
working days except Saturday up to the date of Annual General of the venue of the Meeting is Mantralaya, Nariman Point,
Meeting. Mumbai.
8. In case of joint holders attending the meeting, the member whose 18. In compliance with the provisions of Section 108 of the
name appears as the first holder in the order of names as per the Companies Act, 2013, read with Rule 20 of the Companies
Register of Members of the Company will be entitled to vote. (Management and Administration) Rules, 2014 as amended from
9. Members seeking any information with regard to the accounts time to time and Regulation 44 of the SEBI (Listing Obligations
are requested to write to the Company at least ten days before the and Disclosure Requirements) Regulations, 2015, the Company
date of Annual General Meeting so as to enable the management has provided a facility to its members to exercise their right to
to keep the information ready at the meeting. vote electronically at the 32nd Annual General Meeting through
10. Members who wish to claim their dividends that remain unclaimed the electronic voting (e-voting) service facilitated by the Central
are requested to correspond with the Company or to the Registrar Depository Services (India) Limited (CDSL). The facility for voting
and Share Transfer Agent. The amount of dividend remaining through ballot paper will also be made available at the meeting
unpaid or unclaimed for a period of seven years from the due and the members, who have not already cast their votes by remote
date is required to be transferred to the Investor Education and e-voting shall be able to exercise their right to vote at the meeting
Protection Fund (IEPF), constituted by the Central Government. through ballot paper. The members who have cast their votes by
The Company had, accordingly, transferred the unpaid and remote e-voting prior to the meeting may attend the meeting but
unclaimed dividend amount pertaining to dividend for the financial shall not be entitled to cast their votes again.
year 2009-10 to the IEPF within the stipulated time period during A. The instructions for e-voting are as under:
the year. (i) The e-voting period commences on Monday, the
11. The members are requested to note that shares on which dividend 24th December, 2018 at 10.00 A.M. and ends on Wednesday,
remains unclaimed for seven consecutive years will also be the 26th December, 2018 at 5.00 P.M. During this period,
4
shareholders of the Company, holding shares either in holding shares in demat form will now reach ‘Password
physical form or in dematerialized form, as on the cut-off Creation’ menu wherein they are required to mandatorily
date i.e. 14 th December, 2018, may cast their vote enter their login password in the new password field. Kindly
electronically. The e-voting module shall be disabled by note that this password is to be also used by the demat
CDSL for voting thereafter. Once the vote on a resolution holders for voting for resolutions of any other Company
is cast by the member, the member shall not be allowed to on which they are eligible to vote, provided that Company
change it subsequently. opts for e-voting through CDSL platform. It is strongly
(ii) The voting rights of the members shall be in proportion to recommended not to share your password with any other
the paid-up value of their shares in the equity share capital person and take utmost care to keep your password
of the Company as on the cut-off date. A person whose confidential.
name is recorded in the Register of members or in the (xi) For Members holding shares in physical form, the details
Register of Beneficial Owners maintained by the can be used only for e-voting on the resolutions contained
Depositories as on the cut-off date only shall be entitled to in this Notice.
avail the facility for remote e-voting as well as voting at the
meeting. (xii) Click on the EVSN of “RUCHI SOYA INDUSTRIES
LIMITED”.
(iii) The shareholders should log on to the e-voting website
www.evotingindia.com. (xiii) On the voting page, you will see “RESOLUTION
DESCRIPTION” and against the same the option “YES/
(iv) Click on Shareholders/Members.
NO” for voting. Select the option YES or NO as desired.
(v) Now enter your user ID as under :- The option YES implies that you assent to the Resolution
a. For CDSL: 16 digits beneficiary ID, and option NO implies that you dissent to the Resolution.
b. For NSDL: 8 Characters DP ID followed by 8 Digits (xiv) Click on the “RESOLUTIONS FILE LINK” if you wish
Client ID, to view the entire Resolution details.
c. Members holding shares in Physical Form should (xv) After selecting the resolution you have decided to vote on,
enter folio number registered with the Company. click on “SUBMIT”. A confirmation box will be displayed.
(vi) Next enter the Image Verification as displayed and click on If you wish to confirm your vote, click on “OK”, else to
Login. change your vote, click on “CANCEL” and accordingly
modify your vote.
(vii) If you are holding shares in demat form and had logged
on to www.evotingindia.com and voted on an earlier voting (xvi) Once you “CONFIRM” your vote on the resolution, you
of any Company, then your existing password is to be used. will not be allowed to modify your vote.
(viii) If you are a first time user follow the steps given below: (xvii) You can also take a print of the votes cast by clicking on
“Click here to print” option on the Voting page.
For Members holding shares in
Demat Form and Physical Form (xviii) If a demat account holder has forgotten the changed login
password then Enter the User ID and the image verification
PAN Enter your 10 digit alpha-numeric PAN issued code and click on Forgot Password & enter the details as
by Income Tax Department (Applicable for prompted by the system.
both demat shareholders as well as physical
shareholders) (xix) Shareholders can also cast their vote using CDSL’s mobile
app m-Voting available for android based mobiles. The m-
• Members who have not updated their PAN Voting app can be downloaded from Google Play Store.
with the Company/Depository Participant iPhone and Windows phone users can download the app
are requested to use the first two letters of from the App Store and the Windows Phone Store
their name and the 8 digits of the sequence respectively. Please follow the instructions as prompted by
number in the PAN field. the mobile app while voting on your mobile.
• In case the sequence number is less than 8 (xx) Note for Non - Individual Shareholders and Custodians
digits, enter the applicable number of 0’s • Non-Individual shareholders (i.e. other than
before the number after the first two Individuals, HUF, NRI etc.) and Custodian are
characters of the name in CAPITAL letters required to log on to www.evotingindia.com and
e.g. if your name is Ramesh Kumar with register themselves as Corporates.
sequence number 1 then enter RA00000001 • A scanned copy of the Registration Form bearing
in the PAN field. the stamp and sign of the entity should be emailed
Dividend Enter the Dividend Bank Details or Date of to [email protected].
Bank Details Birth (in dd/mm/yyyy format) as recorded • After receiving the login details they have to create a
OR Date of in your demat account or in the Company compliance user id using the admin login and
Birth (DOB) records in order to login. password. The Compliance user would be able to
link the account(s) for which they wish to vote on.
• If both the details are not recorded with
the depository or Company, please enter • The list of accounts linked in the login should be
the member id/folio number in the emailed to [email protected] and on
Dividend Bank details field as mentioned approval of the accounts they would be able to cast
in instruction (v). their vote.
• A scanned copy of the Board Resolution and Power
(ix) After entering these details appropriately, click on of Attorney (POA) which they have issued in favour
“SUBMIT” tab. of the Custodian, if any, should be uploaded in PDF
(x) Members holding shares in physical form will then directly format in the system for the scrutinizer to verify the
reach the Company selection screen. However, members same.
5
(xxi) In case you have any queries or issues regarding e-voting, EXPLANATORY STATEMENT
you may refer the Frequently Asked Questions (“FAQs”) [Pursuant to provisions of section 102(1) of the Companies Act, 2013]
and e-voting manual available at www.evotingindia.com Item No. 3
under help section or write an email to
The Resolution Professional of the Company has approved the
[email protected].
appointment of M/s. K.G. Goyal & Co., Cost Accountants, to conduct
B. The Resolution Professional of the Company has appointed Mr. the audit of the cost records of the Company for the financial year
Prashant D. Diwan, Practicing Company Secretary as the ending 31st March, 2019 at a remuneration of ` 4,40,000/- (Rupees
Scrutinizer to scrutinize the remote e-voting/ballot process in a Four Lacs Forty Thousand Only), subject to payment of applicable taxes
fair and transparent manner. thereon and re-imbursement of out of pocket expenses.
In terms ofthe provisions of Section 148(3) of the Companies Act, 2013
C. The Scrutinizer shall not later than two days of conclusion of
read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the
32nd Annual General Meeting, submit a consolidated scrutinizer’s remuneration payable to the Cost Auditor is required to be ratified by the
report to the Resolution Professional of the Company, who shall members of the Company. Accordingly, consent of the members is sought
declare the results forthwith. to ratify the remuneration payable to the Cost Auditors.
The Resolution Professional recommends the Ordinary Resolution as
set out at Item No. 3 of the Notice for approval of the members.
None of the Directors or Key Managerial Personnel and their relatives,
is concerned or interested, financially or otherwise, in the resolution as
set out at Item No. 3 of the Notice.
Registered Office:
Ruchi Soya Industries Limited
Ruchi House, Royal Palms,
Survey No. 169, Aarey Milk Colony,
Near Mayur Nagar, Goregaon (East), By Order of Resolution Professional
Mumbai – 400 065, Maharashtra For Ruchi Soya Industries Limited
Place : New Delhi (R L Gupta)

Date : 1st December, 2018 Company Secretary
ROUTE MAP TO AGM VENUE
Y. B. CHAVAN AUDITORIUM,
Yashwantrao Chavan Pratishthan,
Gen. Jagannathrao Bhonsle Marg,
Mumbai-400 021.
6
Annual Report 2017-18
Directors’ Report
Dear Members,
Presentation on Thirty Second Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2018 is hereby
submitted as under:
INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)
The National Company Law Tribunal (“NCLT”), Mumbai Bench, vide order dated 15th December 2017 (“Insolvency Commencement Order”) has
initiated corporate insolvency resolution process (“CIRP”) based on petitions filed by Standard Chartered Bank and DBS Bank Ltd under section 7
of the Insolvency and Bankruptcy Code, 2016 (“the Code”). Mr. Shailendra Ajmera IP Registration No. IBBI/IPA-001/IP-P00304/2017-18/10568
was appointed as interim resolution professional (“IRP”) to manage affairs of the Company in accordance with the provisions of Code. In the first
meeting of committee of creditors held on 12th January 2018, Mr. Shailendra Ajmera had been confirmed as resolution professional (“RP/Resolution
Professional”) for the Company. Pursuant to the Insolvency Commencement Order and in line with the provisions of the Code, the powers of the
Board of Directors were suspended and the same were to be exercised by IRP / RP. By an order dated 8th June, 2018, NCLT has extended the CIRP
for a further period of 90 days with effect from 12th June, 2018.
Since the company is under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of the Insolvency & Bankruptcy Code, from the
date of appointment of the Resolution Professional.
(a) the management of the affairs of the company shall vest in the Resolution Professional.
(b) the powers of the Board of Directors of the company shall stand suspended and be exercised by the Resolution Professional.
(c) the officers and managers of the company shall report to the Resolution Professional and provide access to such documents and records of the
company as may be required by the Resolution Professional.
(d) the financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relation to such
accounts and furnish all information relating to the company available with them to the Resolution Professional.
FINANCIAL HIGHLIGHTS (` in crores)
(`
2017-18 2016-17
Total Income 12,029.28 18,620.38
Profit/(Loss) before Depreciation, amortization and impairment expenses, provision for doubtful debts, (719.70) (216.30)
advances, bad debts, financial guarantee obligations, others, exceptional items and tax
Less : Provision for doubtful debts, advances, bad debts, financial guarantee obligations and others 5,150.18 1,302.97
Profit/(Loss) before Depreciation, amortization, impairment expenses, exceptional items and tax (5,869.88) (1,519.27)
Less : Depreciation, amortization and impairment expenses 140.36 156.06
Profit/(Loss) before exceptional items and tax (6,010.24) (1,675.33)
Exceptional Items - 44.90
Profit/(Loss) before tax (6,010.24) (1,630.43)
Add : Tax Expenses 436.96 373.23
Profit/(Loss) after tax for the year (5,573.28) (1,257.20)
Add : (i) Remeasurement of the defined benefit plans, not reclassified to profit or loss 0.53 0.82
(ii) Equity Instruments through other comprehensive income 0.51 (7.30)
Less : Income Tax related to above - 0.28
Add : Fair Value changes in hedge reserve - 2.00
Total comprehensive income for the year (5,572.24) (1,261.96)
PERFORMANCE REVIEW DIVIDEND

Your company achieved a total income of ` 12,029.28 crores during Your Company is under Corporate Insolvency Resolution Process (CIRP)
the year under review as against ` 18,620.38 crores in the previous and incurring losses, the Board of Directors (suspended during CIRP) does
financial year. [Profit/ (Loss)] after Tax for the year stood at not recommend any dividend for the year 2017-18.
(` 5,573.28 crores) as against ((`` 1,257.20 crores) for the previous year.
(`
The performance of the company has been primarily impacted due to EXPORTS
stretched working capital cycle, lower level of liquidity impacting capacity The export of the Company during the year was ` 697.82 Crores as
utilization and market conditions. compared to ` 1,376.96 Crores during the last financial year. The decline
TRANSFER TO RESERVES in the export was mainly due to lack of working capital and intense
The Company has not transferred any amount to reserves during the competition in the export market.
year under review.
7
CHANGE IN SHARE CAPITAL BOARD EVALUATION

There is no change in the share capital of the Company during the year Since the powers of the Board of Directors have been suspended with
under review. effect from 15th December, 2017 pursuant to the orders dated 15th
December, 2017 passed by Hon’ble National Company Law Tribunal
CONSOLIDATED FINANCIAL STATEMENTS (NCLT), Mumbai Bench, evaluation of Board has not taken place for
In accordance with the provisions of Section 129(3) of the Companies the year 2017-18.
Act, 2013 (‘the Act’) and Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Consolidated MEETINGS OF THE BOARD
Financial Statements form part of this Annual Report. The Consolidated The corporate insolvency resolution process (CIRP) of the Company
Financial Statements are prepared in accordance with the Indian has been in effect from December 15, 2017 as per the Orders passed by
Accounting Standards (IND AS) notified under section 133 of the Act Hon’ble National Company Law Tribunal, Mumbai Bench. Prior to the
read with Companies (Accounts) Rules, 2014. commencement of CIRP, the Board of Directors met six times during
DIRECTORS AND KEY MANAGERIAL PERSONNEL the financial year 2017-18 and thereafter, since December 15, 2017 the
powers of the Board of Directors have been suspended during the
As per the provisions of section 152 of the Act, Shri Vijay Kumar Jain
CIRP period. The dates of board meetings are May 29, 2017, August
is liable to retire by rotation at the ensuing Annual General Meeting and
14, 2017, September 6, 2017, September 26, 2017, November 2, 2017
being eligible, offers himself for re-appointment.
and November 14, 2017.
During the year under review, due to health reasons, Mr. Murugan
Navamani has resigned from Directorship of the Company with effect One co-ordination meeting was called by Resolution Professional (RP)
from March 26, 2018. Mr. Navin Khandelwal has vacated the office on 12th February, 2018 which was attended by Mr. Shailendra Ajmera,
of Director with effect from October 22, 2018 due to some other pre- Resolution Professional, Mr. Dinesh Shahra, Managing Director, Mr.
occupations and time engagements. Mrs. Meera Dinesh Rajda has Vijay Kumar Jain, Executive Director, Mr. Navamani Murugan and Mrs.
vacated the office of Director with effect from November 19, 2018 Meera Dinesh Rajda, Independent Directors.
due to health reasons.
EXTRACT OF ANNUAL RETURN OF THE COMPANY
The details of the familiarization programme for Independent Directors
with the Company in respect of their roles, rights, responsibilities in the The extract of the annual return of the Company as provided under
Company, nature of the industry in which the Company operates and sub-section (3) of section 92 of the Act is available at the website of the
other related matters are available on the website of the Company i.e. Company at link http://www.ruchisoya.com/Form_MGT_9_2018.pdf
www.ruchisoya.com/familiarisation_programme_for_Independent_
Directors.pdf AUDITORS AND THEIR REPORTS
Pursuant to the provisions of section 203 of the Act, the key managerial Statutory Auditors
personnel of the company are Mr. Dinesh Chandra Shahra, Managing M/s. Chaturvedi & Shah., Chartered Accountants (Firm Registration
Director, Mr. Vijay Kumar Jain, Executive Director, Mr. Anil Singhal, No.101720W) were appointed as Statutory Auditors of the company at
Chief Financial Officer and Mr. R L Gupta, Company Secretary. the Annual General Meeting held on 27th day of September, 2017, for
It may be noted however that, pursuant to the NCLT order for a period of 5 years from the conclusion of 31st Annual General Meeting
commencement of the CIRP and in line with the provisions of the Code, till the conclusion of 36th Annual General Meeting.
the powers of the Board of Directors stand suspended and exercised The Comments on the qualifications in the Auditors’ Report on the financial
by IRP / RP. statements of the Company for financial year 2017-18 are as provided in the
“Statement on Impact of Audit Qualifications” which is annexed hereafter
DIRECTORS’ RESPONSIBILITY STATEMENT
as Annexure I and forms part of this report.
In accordance with the provisions of Section 134(5) of the Act, the Board
of Directors (suspended during CIRP) confirms that: BRANCH AUDITORS
a) in the preparation of the annual accounts for the financial year M/s. KR & Co., Chartered Accountants (Firm Registration No. 025217N)
ended 31st March, 2018, the applicable accounting standards had were appointed as Branch Auditors of the Company at the 28th Annual
been followed along with proper explanation relating to material General Meeting of the Company for a period of five years i.e. until
departures; the conclusion of the 33rd Annual General Meeting of the Company,
b) the directors had selected such accounting policies and applied them subject to ratification of their appointment by members at every Annual
consistently and made judgments and estimates that are reasonable General Meeting held after the 28th Annual General Meeting. However,
and prudent so as to give a true and fair view of the state of affairs they have expressed their unwillingness to continue as Branch Auditors
of the Company as at 31st March, 2018 and of the loss of the of the Company. The same has been taken on record.
Company for that period;
c) the directors had taken proper and sufficient care for the COST AUDITORS
maintenance of adequate accounting records in accordance with the The Company has made and maintained the cost records as specified by
provisions of the Act for safeguarding the assets of the company the Central Govt. under sub-section (1) of section 148 of the Act. The
and for preventing and detecting fraud and other irregularities; Resolution Professional has re-appointed M/s. K.G. Goyal & Co., Cost
d) the annual accounts of the company have been prepared on a going Accountants (Registration No. 000017), to conduct audit of the cost
concern basis; accounting records of the Company for the financial year 2018-19 at a
e) the directors had laid down internal financial controls to be followed remuneration of ` 4.40 lakh (Rupees Four Lacs Forty Thousand Only)
by the Company and that such internal financial controls are subject to payment of applicable taxes thereon and re-imbursement
adequate and were operating effectively; and of out of pocket expenses. As required under Section 148 of the Act,
f) the directors had devised proper systems to ensure compliance a resolution regarding ratification of the remuneration payable to
with the provisions of all applicable laws and that such systems M/s. K.G. Goyal & Co., Cost Accountants, forms part of the Notice
were adequate and operating effectively. convening the 32nd Annual General Meeting of the Company.
8
SECRETARIAL AUDITORS of the Act and Schedule V of the SEBI (Listing Obligations and Disclosure
In terms of the provisions of Section 204 of the Act read with the Requirements) Regulations, 2015, are provided in the respective notes to the
Companies (Appointment and Remuneration of Managerial Personnel) standalone financial statements.
Rules, 2014, the Board of Directors of the Company (suspended during
CIRP) had appointed Mr. Prashant Diwan, Practicing Company Secretary, PARTICULARS OF CONTRACTS OR ARRANGEMENTS
to conduct Secretarial Audit of the Company for the year ended March WITH RELATED PARTIES
31, 2018. The Secretarial Audit Report for the financial year ended March All transactions entered into by the Company with related parties during
31, 2018 is annexed as Annexure II to this report. The Secretarial Audit the financial year were on arm’s length basis, in the ordinary course of
Report does not contain any qualification, reservation or adverse remark, business and were in compliance with the applicable provisions of the
however, the reference to specific event / action which took place during Act and the SEBI (Listing Obligations and Disclosure Requirements)
the year is self explanatory. Regulations, 2015. There were no materially significant related party
transactions made by the Company with related parties which may have
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE potential conflict with the interest of the Company at large or which
COMPANIES warrants the approval of the shareholders. Accordingly, no transactions
As on 31st March, 2018, the Subsidiaries, Joint Ventures and Associate are reportable in terms of the provisions of Section 134 of the Act read
Companies of your Company are as follows: with Rule 8 of the Companies (Accounts) Rules, 2014. However, the
Subsidiary Companies details of transactions with related parties are provided in Note 39 to
the financial statements in accordance with the Accounting Standards
Ruchi Worldwide Limited (Subsidiary)
and the SEBI (Listing Obligations and Disclosure Requirements)
Mrig Trading Private Limited (Subsidiary) Regulations, 2015.
Ruchi J-Oil Private Limited (Subsidiary) Since all the related party transactions entered into by the Company,
Ruchi Ethiopia Holdings Limited, Dubai (Subsidiary) were in ordinary course of business and were on Arm’s length basis,
Ruchi Industries Pte. Limited, Singapore (Subsidiary) disclosure in form AOC- 2 as required under Section 134(3)(h) of the
RSIL Holdings Private Limited (Subsidiary) Act is not applicable.
Ruchi Agri PLC, Ethiopia (Step-down Subsidiary) The policy on materiality of related party transactions and on dealing
Ruchi Agri Plantation (Cambodia) Pte. Limited, Cambodia (Step- down with related party transactions is available at Company’s website at the
Subsidiary) link http://ruchisoya.com/RSIL_Policy_Materiality.pdf
Palmolien Industries Pte. Limited, Cambodia (Step-down Subsidiary)
CONSERVATION OF ENERGY, TECHNOLOGY
Ruchi Agri Trading Pte. Limited, Singapore (Step-down Subsidiary) ABSORPTION AND FOREIGN EXCHANGE EARNINGS
Ruchi Agri SARLU, Madgascar (Step-down Subsidiary) AND OUTGO
Ruchi Middle East DMCC, Dubai (Step Down Subsidiary) The information on conservation of energy, technology absorption and
Joint Ventures foreign exchange earnings and outgo stipulated under Section 134(3)(m)
Indian Oil Ruchi Biofuels LLP of the Act read with the Companies (Accounts) Rules, 2014, is annexed
as Annexure III to this Report.
Associate Companies
GHI Energy Private Limited INTERNAL FINANCIAL CONTROLS
There has been no material change in nature of business of the subsidiaries The Company has in place adequate internal financial controls
except that Ruchi J-Oil Private Limited has gone into voluntary liquidation commensurate with the size, scale and complexity of operations. The
with effect from 21st August, 2018 and in the matter of Ruchi Agri Private details relating to internal financial controls and their adequacy are
Limited Company, the Federal First Instance Court of The Federal included in the Management Discussion and Analysis Report, which
Democratic Republic of Ethiopia has passed an order dated November forms part of this Report.
14, 2017 mentioning that “Bankruptcy decision was passed on Ruchi
Agri Private Limited. This decision is said need to be effective for the RISK MANAGEMENT
time being in line with S/L/No.982.” The company has established Risk Management process to manage
The statement containing salient features of the financial statements and various risks. The details of various risks that are being faced by the
highlights of performance of its Subsidiaries, Joint Venture and Associate Company are provided in Management Discussion and Analysis Report,
Companies and their contribution to the overall performance of the which forms part of this Report.
Company during the period is attached with the financial statements of
the Company in form AOC-1. The Annual Report of your Company, CORPORATE GOVERNANCE
containing inter alia the audited standalone and consolidated financial Detailed Report on Corporate Governance as stipulated under Schedule V
statements, has been placed on the website of the Company at www. of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
ruchisoya.com. Further, the audited financial statements together with 2015 is provided under separate section and forms part of this Report.
related information of each of the subsidiary Companies have also been The requisite certificate issued by Statutory Auditors of the Company
placed on the website of the Company at www.ruchisoya.com. confirming the compliance of the conditions stipulated under Regulations
The policy for determining material subsidiary as approved by the Board is attached to the Report on Corporate Governance.
of Directors of the Company is available on the website of the Company
at www.ruchisoya.com/RSIL_Policy_Material_Subsidiary.pdf EMPLOYEE STOCK OPTION SCHEME (ESOS)
During the year, the Company has not issued stock options to the
PARTICULARS OF LOANS & ADVANCES, GUARANTEES, employees of the Company. The details of shares issued under the Scheme
INVESTMENTS AND SECURITIES and the disclosures in compliance with Section 62 of the Act read with
Particulars of loans/advances, investments, guarantees made and securities rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the
provided during the year as required under the provisions of Section 186 Securities and Exchange Board of India (Share based Employee Benefits)
9
Regulations, 2014 are annexed as Annexure IV to this report. During the The Nomination, Remuneration and Evaluation policy of the company
financial year 2017-18, there has been no change in the Scheme. Further, is available at company’s website at the link http://www.ruchisoya.com/
it is confirmed that the Scheme is in compliance with SEBI (Share Based Nomination%20and%20remuneration%20policy.pdf.
Employee Benefits) Regulations, 2014. The applicable disclosures as
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
stipulated under Regulation 14 of SEBI (Share Based Employee Benefits)
Regulations, 2014 with regard to the Scheme are available on the website The Company has a duly constituted Corporate Social Responsibility
of the Company at www.ruchisoya.com. (CSR) Committee, which is responsible for fulfilling the CSR objectives
of the Company. The Committee comprises of Mr. N. Murugan
PARTICULARS OF EMPLOYEES (Chairperson), Mr. Dinesh Chandra Shahra and Mr. Vijay Kumar Jain
Information required pursuant to Section 197(12) of the Companies Act, (Members). The CSR Committee has formulated and recommended to
2013 (“the Act”) read with Rule 5(1) of the Companies (Appointment the Board, a Corporate Social Responsibility Policy (CSR Policy) which
and Remuneration of Managerial Personnel) Rules, 2014 is annexed as was approved by the Board and is available at the website of the Company
Annexure V to this Report. at link http://www.ruchisoya.com/RSIL%20CSR%20Policy.pdf.
The statement containing particulars of employees as required under During the year, the Company was not required to spend any amount on
Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies CSR activities/programs as the Company did not have positive average
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, net profits calculated in terms of the provisions of Section 135 read with
is provided in a separate annexure forming part of this report. Further, Section 198 of the Act. The Annual report on CSR activities as required
the Annual Report is being sent to the members excluding the aforesaid under the Companies (Corporate Social Responsibility Policy) Rules,
annexure. In terms of the provisions of Section 136 of the Act, the said 2014 is annexed as Annexure VI to this Report.
annexure is open for inspection at the Registered Office of the Company. OTHER COMMITTEES OF THE BOARD
Any shareholder interested in obtaining a copy of the same may write
Since the powers of the Board of Directors have been suspended w.e.f.
to the Company Secretary and the same will be furnished on request.
15th December, 2017 pursuant to the orders dated 15th December, 2017
passed by Hon’ble National Company Law Tribunal (NCLT), Mumbai
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Bench, the powers of the various committees have also been suspended
The Company has adopted a Vigil Mechanism/Whistle Blower Policy
with effect from the same date as per SEBI circular No. SEBI/LAD-
in terms of the provisions of Act and the SEBI (Listing Obligations
NRO/GN/2018/21 dated 31st May, 2018 and hence no meetings have
and Disclosure Requirements) Regulations, 2015, to provide a formal
since been conducted.
mechanism to the Directors and employees of the Company to report
their genuine concerns and grievances about unethical behaviour, actual Prior to the commencement of corporate insolvency resolution process,
or suspected fraud or violation of the Company’s code of conduct or the Board had three Committees viz Audit Committee, Nomination and
ethics. The policy provides adequate safeguards against victimization Remuneration Committee and Stakeholders Relationship Committee as
of Directors and employees who avail such mechanism and also mandated under the Act and the SEBI (Listing Obligations and Disclosure
provides for direct access to the Vigilance Officer and the Chairman Requirements) Regulations, 2015.
of Audit Committee. The Audit Committee of the Board is entrusted The details of the role of Audit Committee, Nomination and Remuneration
with the responsibility to oversee the vigil mechanism. During the year, Committee and Stakeholders Relationship Committee along with their
no personnel was denied access to the Audit Committee. The Vigil composition, number of meetings held during the financial year and
Mechanism/Whistle Blower Policy is available on the website of the attendance at the meetings are provided in the Corporate Governance
Company at www.ruchisoya.com/RSIL_whistleBlower.pdf Report, which forms an integral part of this Report.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN MANAGEMENT DISCUSSION AND ANALYSIS REPORT
AT WORKPLACE (PREVENTION, PROHIBITION & The Management Discussion and Analysis Report for the year under
REDRESSAL) ACT, 2013 review, as stipulated under Regulation 34 of the SEBI (Listing Obligations
The Company has adopted a policy on prevention, prohibition and and Disclosure Requirements) Regulations, 2015, is provided in a separate
redressal of sexual harassment at workplace in line with the provisions section forming part of the Annual Report.
of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules made thereunder. The aim of the SIGNIFICANT AND MATERIAL ORDERS
policy is to provide protection to employees at the workplace and prevent The following significant and material orders have been passed by the
and redress complaints of sexual harassment and for matters connected regulators or courts or tribunals (i) the Order dated December 15, 2017
or incidental thereto, with the objective of providing a safe working passed by the Hon’ble National Company Law Tribunal, Mumbai Bench
environment, where employees feel secure. All employees (permanent, initiating corporate insolvency resolution process in the company with
contractual, temporary, trainees) are covered under the said policy. An effect from December 15, 2017; (ii) The Ministry of Corporate Affairs
Internal Complaints Committee (ICC) has also been set up to redress has passed an Order dated April 10, 2018 in regards to investigation
complaints received on sexual harassment. No complaint was pending at into the affairs of the Company under section 212(1) of the Act; (iii) the
the beginning of the year and none was received during the year. Securities and Exchange Board of India (SEBI) had passed an ex-parte
ad-interim order on 24th May, 2016 restricting the Company and other
NOMINATION, REMUNERATION AND EVALUATION parties from buying, selling or dealing in the securities market either
POLICY directly or indirectly, in any manner, whatsoever till further instructions.
In accordance with the provisions of Section 178 of the Act and the Thereafter, on 8th March, 2017, SEBI had confirmed the above referred
SEBI (Listing Obligations and Disclosure Requirements) Regulations, order with an interim relief to the Company by permitting to trade or
2015, the Company has put in place a Nomination, Remuneration and deal in commodity derivative markets for the limited purpose of hedging
Evaluation Policy which lays down a framework in relation to criteria the physical market positions under the supervision of the Exchanges.
for selection and appointment of Directors, Key Managerial Personnel Except the above, no other significant or material orders were passed
and Senior Management of the Company along with their remuneration. by the Regulators or Courts or Tribunals.
10
GENERAL DISCLOSURES CAUTIONARY STATEMENT

The Directors state that no disclosure or reporting is required in respect The statements made in this Directors’ Report and Management
of the following items as there were no transactions on these items during Discussion and Analysis Report describing the Company’s objectives,
the year under review: projections, outlook, expectations and others may be “forward-looking
1. Details relating to deposits covered under Chapter V of the Act. statements” within the meaning of applicable laws and regulations.
Actual results may differ from expectations than those expressed or
2. Issue of equity shares with differential rights as to dividend, voting implied. Important factors that could make difference to the Company’s
or otherwise. operations includes change in government policies, global market
3. Issue of shares (including sweat equity shares) to employees of the conditions, import-export policy, foreign exchange fluctuations, financial
Company under any scheme. position, raw material availability, tax regimes and other ancillary factors.
4. Neither the Managing Director nor the Executive Director of the
Company receives any remuneration or commission from any of ACKNOWLEDGEMENT
its subsidiaries. The Board of Directors (suspended during CIRP) wish to express
appreciation for the support and co-operation of the Committee of
5. No fraud has been reported by the Auditors to the Audit Committee
Creditors, various departments of Central and the State Governments,
or the Board.
Bankers, Financial Institutions, Suppliers, Employees and Associates.
6. No change in the nature of business of the Company during the year.
For and on behalf of the Board (suspended during CIRP)
7. No material changes and commitments affecting the financial
position of the Company occurred between the end of the
financial year to which these financial statements relate and the Place : New Delhi (Vijay Kumar Jain)
date of this Report. Date : 1st December, 2018 Executive Director
11

(a company under corporate insolvency resolution process vide NCLT order)
ANNEXURE I
Statement on Impact of Audit Qualifications (for audit report with modified opinion)
submitted along-with Annual Audited Financial Results
(Standalone)
Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2018
[See Regulation 33/52 of the SEBI (LODR) (Amendment) Regulations, 2016]
(` In Lakh)
(`
I. Sl. Particulars Audited Figures Adjusted Figures
No. (as reported before (audited figures
adjusting for after adjusting for
qualifications) qualifications)
1. Turnover / Total income 1,202,928.03 1,202,928.03
2. Total Expenditure 1,803,952.42 1,840,440.42
3. Net Profit/(Loss) (601,024.39) (637,512.39)
4. Earnings Per Share (170.73) (181.91)
5. Total Assets 7,65,859.53 7,65,859.53
6. Total Liabilities 12,20,719.02 12,57,207.02
7. Net Worth (454,859.48) (491,347.48)
8. Any other financial item(s) (as felt appropriate by the management) - -
II. Audit Qualification (each audit qualification separately):
1. a. Details of Audit Qualification: As mentioned in Note no. 2 of the Statement, no impairment assessment of tangible and intangible
assets in carrying value as at 31st March 2018 is made. Therefore, we are unable to comment on consequential impairment, if any, that
is required to be made in carrying value of property, plant and equipment and intangible assets
b. TType of Audit Qualification : Qualified Opinion / Disclaimer of Opinion / Adverse Opinion
c. Frequency of qualification: Appeared first time
d. For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views: N.A
e. For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management’s estimation on the impact of audit qualification: N.A
(ii) If management is unable to estimate the impact, reasons for the same:
The Company is under CIRP and the Resolution professional is required to invite submission of resolution plans from potential
resolution applicants, which shall be put up for necessary approvals before the Committee of Creditor (‘CoC’) and the honourable
NCLT. The CIRP is not yet concluded and hence, the final outcome is yet to be ascertained. The company has not taken in
consideration impact on the value of the assets due to this information for impairment, if any, in preparation of Financial
Statements as required by Ind-AS 10 on “Events after the reporting period”. Further, the Company has not made assessment
of impairment as required by Ind AS 36 on Impairment of Assets, if any, as at 31st March 2018 in the value of tangible and
intangible assets.”
(iii) Auditors’ Comments on (i) or (ii) above:
Refer “Basis for Qualified Opinion” in audit report read with relevant notes in the financial results, the same is self explanatory.
Audit Qualification (each audit qualification separately):
a. Details of Audit Qualification:
Attention is drawn to Note no. 3 of the Statement, wherein it is stated that trade receivables are higher by Rs. 1189.24 Lakh as at
31st March 2018 since equivalent amounts of funds remitted by the customer is not credited by bank in Company’ accounts.
b. Type of Audit Qualification : Qualified Opinion / Disclaimer of Opinion / Adverse Opinion
d. For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views: One of the customers to whom wind
power was sold during the year, has remitted Rs. 1,189.24 Lakhs in one of the bank account of the Company has not yet reflected in
Company’s bank account. Necessary reconciliation process is being carried out. Pending reconciliation, the trade receivable is higher
by an equivalent amount as at 31st March 2018. However, the same does not have any impact on total asset of the Company.
(ii) If management is unable to estimate the impact, reasons for the same: N.A
(iii) Auditors’ Comments on (i) or (ii) above: N.A
12
3. Audit Qualification (each audit qualification separately):

a. Details of Audit Qualification: Attention is drawn to Note no. 4 of the Statement regarding non-availability of Demat Statement
in respect of investments amounting to ` 1417.98 Lakh as at 31st March 2018. Accordingly, we are unable to comment on the possible
financial impact, presentation and disclosures, related to those investments.
(i) Management’s estimation on the impact of audit qualification:
Inspite of repeated reminders to the depositary participants, Demat statement could not be produced before the auditors.
However the securities are available in Demat account in the absence of information to the contrary.
R
As mentioned in Note no. 5 of the Statement, in respect of Company’s borrowings from banks and financial institutions aggregating
Rs. 6,59,929.75Lakh, bank (current account and term deposits) balances aggregating Rs. 17,882.96Lakh, bank guarantee given by the
Company aggregating to Rs. 2947.99 Lakh, independent balance confirmations as at 31stMarch 2018 is not received. However, as a
part of CIRP, creditors were called upon to submit their claims. In aggregate, claims submitted by the Financial Creditors exceeded
the amount as appearing in the books of account. The process of submitting claims is still going on and it is also under reconciliations
with amount as appearing in the books of accounts. Pending reconciliations and final outcome of the CIRP, no accounting impact
in the books of accounts has been made in respect of excess, short, or non-receipts of claims for operational and financial creditors.
Hence, consequential impact, if any, on the financial results is not currently ascertainable.
c. Frequency of qualification: Appearing since financial year 2016-17
(i) Management’s estimation on the impact of audit qualification:
For non-receipt of independent balance confirmation management is of the view that there will not be significant variation in
respect of borrowings, bank balances and bank guarantees.
In accordance with the Code, public announcement was made calling upon the financial creditors and operational creditors of
the company to submit their claims with the Interim Resolution Professional (‘IRP) latest by December 29, 2017. In accordance
with the Code, the IRP/RP has to receive, collate and admit the claims submitted against the Company. Such claims can be
submitted to the IRP/RP during CIRP, till the approval of a resolution plan by the Committee of creditors (CoC). Pursuant
to the claims received on December 29, 2017, the CoC was formed on January 5, 2018 and the list of such creditors was duly
notified to the NCLT and uploaded on the company website. Thereafter, there have been regular revisions to the list in view
of the claims received and the Company and RP are in process of receiving, collating, verifying, seeking clarifications, sending
communications for unreconciled balance calling for additional documents to substantiate whole / part of the unreconciled
claims on such claims.In respect of claims submitted by the financial creditors as on 15th December 2017, the same is exceeding
amount appearing in the books of accounts. The process for submission and reconciliation of claims as on the Insolvency
Commencement Date remains an on-going process.
R
Attention is drawn to Note No. 6 of Statement:-
(a R
(a) Regarding non-recognition of interest amounting to Rs. 345,61.14Lakh, subsequent to Insolvency Commencement Date i.e. 15th
December 2017, on borrowing from banks and financial institutions, customer advance, inter corporate deposits and security
deposits received,which is not in compliance with requirements of Ind AS - 23 on “Borrowing Cost” read with Ind AS - 109
on “Financial Instruments”
(b) The Company has not translated foreign currency trade payables, certain trade receivables, borrowings and customer advance
as at 31st March 2018 using closing exchange rate having an impact on exchange difference loss of Rs. 1926.86 Lakh. The same
is not in compliance with Ind AS – 21 on “The Effects of Changes in Foreign Exchange Rates”
(c) Had provision for interest and exchange difference would be recognised, finance cost, total expenses, loss for the year and total
comprehensive income would have been higher by Rs. 364,88.00 Lakh having consequential impact on other current financial
liability and other equity.
d. For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views: Since the Creditors submitted their
claims as at 15th December 2017 to Resolution Professional and those claims are admitted by Resolution Professional. This stand is
taken on the premise that these liabilities will be discharged/settled as at 15th December 2017 under the Insolvency and Bankruptcy
Code and no additional liability needs be accounted.
(iii) Auditors’ Comments on (i) or (ii) above: N.A
13

We have been informed by Resolution Professional that certain information including the minutes of meetings of the Committee of
W
Creditors and the outcome of certain procedures carried out as a part of the CIRP are confidential in nature and could not be shared
with anyone other than the Committee of Creditors and NCLT. Accordingly, we are unable to comment on the possible financial
impact, presentation and disclosures, if any, that may arise if we have been provided access to those information.
The RP is obliged not to share certain information which are integral part of the CIRP, in order to maintain confidentiality of
the process and in line with the directions of the CoC.
Refer “Basis for Qualified Opinion” in audit report is self explanatory.
R
III. Signatories:
Anil Singhal Shailendra Ajmera
CFO Resolution Professional IP Registration no.
IBBI/IPA-001/IP-P00304/2017-18/10568
Place: New Delhi
Date: 07 June, 2018
Auditors
Refer our Independent Auditors’ Report dated 07, June 2018 on Standalone Financial Results of the Company
For Chaturvedi & Shah

Chartered Accountants
(Firm Registration Number: 101720W)
Vijay Napawaliya
Partner
Membership Number: 109859
Place: Mumbai
Date: 07 June, 2018
14
ANNEXURE II
SECRETARIAL AUDIT REPORT
Form No. MR-3
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018
[Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members
Ruchi House, Royal Palms, Survey No. 169
Aarey Milk Colony, Near Mayur Nagar
Goregaon (East), Mumbai – 400 065
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by
Ruchi Soya Industries Limited having CIN: L15140MH1986PLC038536 (hereinafter called “the Company”). Secretarial Audit was conducted
in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Further, the Hon’ble National Company Law Tribunal (“NCLT”), Mumbai Bench, has admitted petition for initiation of Corporate Insolvency
Resolution Process (“CIRP”) u/s 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”) filed by financial creditors vide order no. CP1371
& CP1372/I&BP/NCLT/MAH/2017 delivered on 15th December 2017. In view of this, my verification and/or examination of the Board process
and compliance, Secretarial Standards as well as related relevant Minutes Books, Papers and documents etc are restricted for the period 01.04.2017
to 15.12.2017 and wherever applicable herein after in this Secretarial Audit Report.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and
also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby
report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 generally complied with
the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent,
in the manner and subject to the reporting made hereinafter:
I have examined the minute books, books, papers, forms and returns filed and other records maintained by the Company for the financial year ended
31st March, 2018 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of External Commercial Borrowings,
Overseas Direct Investment and Foreign Direct Investment.;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999
and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; and
(d) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies
Act and dealing with client;
(vi) Food Safety and Standards Act, 2006
As per the explanations given to me in the representations made by the management and relied upon by me, during the period under review, provisions
of the following regulations were not applicable to the Company:
(i) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
(d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India under the Companies Act, 2013.
(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
to the extent applicable.
I further report that during the period from 01.04.2017 to 15.12.2017,
1) the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non – Executive Directors and
Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried
out in compliance with the provisions of the Act.
2) Adequate notice is generally given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent at
least seven days in advanceand a system exists for seeking and obtaining further information and clarifications on the agenda items before the
meeting and for meaningful participation at the meeting.
15
3) Majority decision is carried through and as informed, there were no dissenting members’ views and hence not recorded as part of the minutes.
I further report that as per the explanations given to me in the representations made by the management and relied upon by me there are adequate
systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable
laws, rules, regulations and guidelines.
As per the information provided and explanations given to me in the representations made by the management and relied upon by me, I further
report that, the following are the specific event/ action took place, having a major bearing on the Company’s affairs,in pursuance of the above
referred laws, rules, regulations, guidelines, etc.,
1) The National Company Law Tribunal (“NCLT”), Mumbai Bench, vide order dated 15th December 2017 (“Insolvency Commencement Order”)
has initiated Corporate Insolvency Resolution Process (“CIRP”) based on petitions filed by Standard Chartered Bank and DBS Bank Ltd u/s
7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”). Mr. Shailendra Ajmera IP Registration No. IBBI/IPA-001/IP-P00304/2017-
18/10568 was appointed as Interim Resolution Professional (“IRP”) to manage affairs of the Company in accordance with the provisions of
Code. In the first meeting of committee of creditors held on 12th January 2018, Mr. Shailendra Ajmera had been confirmed as Resolution
Professional (“RP”/ “Resolution Professional”) for the Company. Pursuant to the Insolvency Commencement Order and in line with the
provisions of the Code, the powers of the Board of Directors were suspended and the same were to be exercised by IRP / RP. By an order
dated 8th June 2018, NCLT has extended the CIRP for a further period of 90 days with effect from 12th June, 2018.
2) It was informed by Resolution Professional that certain information including the minutes of meetings of the Committee of Creditors and the
outcome of certain procedures carried out as a part of the CIRP are confidential in nature and could not be shared with anyone other than the
Committee of Creditors and NCLT. Accordingly, no comment is offered on the possible compliance impact if any, that may arise.
3) The Company has received communication dated 10th May 2018 from Serious Fraud Investigation Office, Ministry of Corporate Affairs, New
Delhi regarding investigation into the affairs of the Company under section 212 (1) of the Companies Act, 2013.
4) (i) Certain lenders have sent notices/letters recalling their loans given and called upon the Company to pay entire dues and other liability in
view of continuing default in payment of dues by the Company
(ii) Few of the lenders have also issued willful defaulter notices and filed petition for winding up of the Company.
5) It has been observed from the Audit Report for the Financial Year 2017-2018 that the Company has not Complied with requirements of Ind AS - 23
on “Borrowing Cost” read with Ind AS - 109 on “Financial Instruments” and Ind AS – 21 on “The Effects of Changes in Foreign Exchange Rates”.
6) It is observed that some of the designated employees of the Company have not complied with the Code of Conduct of the Company under
the SEBI (Prohibition of insider Trading) Regulation, 2015 and same has been intimated by the Company to the SEBI.
CS Prashant Diwan
Practising Company Secretary
FCS : 1403 CP: 1979
Date : 20.10.2018
Place : Mumbai
This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.
Annexure “A”
To
The Members
Ruchi House, Royal Palms, Survey No. 169
Aarey Milk Colony, Near Mayur Nagar
Goregaon (East), Mumbai – 400 065
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these
secretarial records based on my audit.
2. I ha
have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents
of Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the
processes and practices, I followed provide a reasonable basis for my opinion.
3. I ha
have not verified the correctness and appropriateness of financial records and books of Accounts of the company.
4. Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of
events etc.
5. The compliance of the provisions of Corporate, Specific and other applicable laws, rules, regulations, standards is the responsibility of
management. My examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which
the management has conducted the affairs of the company.
CS Prashant Diwan
Practising Company Secretary
FCS : 1403 CP: 1979
Date : 20.10.2018
Place : Mumbai
16
ANNEXURE III TO THE DIRECTORS’ REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Ruchi Soya industries Ltd. has always believed and operated in an environment friendly and safe manner for the long-term benefit of all stakeholders.
All the plants work towards reducing the impact of its operations on the environment and are always taking effective measures to conserve energy and
promote the use of renewable energy to drive efficiencies in its operations. During the year under review, many steps were taken which are listed below
(A) CONSERVATION OF ENERGY
Steam Energy Saving:
l Regular monitoring of steam trap to save heat/ steam energy.
R
l Insulation on valves, bend, flanges to avoid heat loss & steam energy saving.
l Condensate recovery system to utilize to save heat/ steam energy.
l Reduction of open steam in process hence to reduce steam energy at refinery.
R
l Conversion of diesel fuel based boiler to husk based boiler to reduce operational cost at Kakinada & Baran Plants.
Con
l Installation of Plate heat exchanger to utilize heat of final crude oil or refined oil to save steam energy.
l To increase turbine utilization vacuum system designed on low pressure & preventing venting of steam.
T
Electrical Energy saving:
l Old & inefficient gear boxes worm reduction replaced by helical type for power saving. Variable frequency drive installed to reduce
excess power consumption by motors.
l Halogen lighting replaced by LED to save electrical energy.
l Higher capacity pumps & motors replaced by efficient pumps & motors after conducting audit.
l By automation on cooling tower fan with temperature of water we reduce power consumption.
Other Areas:
l To reduce effluent water load we installed nozzle centifuse at palm oil plant to recover oil from effluent water.
T
l Utilization of agro fuel with coal to reduce operation cost or steam cost.
l Installation of Reject recycle RO plant to reduce wastage of water. Utilization of RO reject water/ blow down water directly in cooling
tower of refinery to reduce water consumption in process.
l Continued the physical refining process of oil to reduce chemical consumption.
(B) TECHNOLOGY ABSORPTION

(I) The efforts made towards technology absorption:
In order to maintain its leadership position, your Company is continuously focusing on upgrading its product and manufacturing technology
as well as acquiring new and advanced technology to meet the emerging expectations of the customers. The R&D department is actively
involved in the development and implementation of advanced utility generation system to make manufacturing process efficient and
has procured Indigenous Technology of Co-generation (STG set-Steam Turbine & Generator set). The activities are in full consonance
with the Company’s objective of utilizing advanced energy efficient solutions at minimum cost.
(II) The benefits derived like product improvement, cost reduction, product development or import
Substitution:
Introduction of new technologies has helped the Company to achieve more efficient operations, manufacture high quality and safe products,
reduce energy cost and better energy utilization. By adoption of latest advanced technologies, the Company intends to capitalize the
technology for incorporation into its brands at competitive price for making them more attractive to the end customers. The Company
is also taking measures to mitigate all future risks related to technology by taking appropriate emerging technology, green initiatives etc.
to meet future emission standards.
(III) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
(a) The details of technology imported : None
(b) The year of import : Not Applicable
(c) Whether the technology been fully absorbed : Not Applicable
(d) If not fully absorbed, areas where absorption has not
taken place and the reasons thereof : Applicable
(IV) The expenditure incurred on Research and Development:
Expenditure incurred on research and development are charged under primary heads of accounts and not allocated separately.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign exchange earned in terms of actual inflows during the year was ` 697.82 Crore (Previous year ` 1,376.96 Crore) and the foreign
exchange outo during the year in terms of actual outflows was ` 3,167.27 Crore (Previous year ` 5,155.04 Crore).
Place : New Delhi (Vijay Kumar Jain)

Date : 1st December, 2018 Executive Director
17
ANNEXURE IV TO THE DIRECTORS’ REPORT

Information and Disclosure as required under Section 62of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 in
relation to Employee Stock Option Scheme – 2007 as on March 31, 2018 are below:
I General Terms & Conditions
(a) Date of Shareholders’ approval November 28, 2007 as modified on June 16, 2009
(b) Total number of options approved under ESOS 54,71,000 Options
(c) Vesting Requirements and Conditions The options will vest only if the Eligible employee of the Company
is in the continuous employment as on the date of vesting.
Other Conditions: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 post expiry of grace
period of one year 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.
(d) Exercise price or pricing formula Eligible employees are entitled against each option to subscribe
for one equity share of face value of ` 2/- each at a premium of
` 33/- per share.
(e) Maximum term of options granted Refer (c) Vesting requirements and Conditions – Other Conditions.
(f) Source of shares Primary
(g) Variation in terms of option NIL
II Method used to account for ESOS (i) Intrinsic value - for options vested before the date of transition
to Ind AS i.e. 1st April, 2015.(ii) Fair value - for options vested after
date of transition to Ind AS i.e. 1st April, 2015.
III Where the Company opts for expensing of the options using the Not Applicable
intrinsic value of the options, the difference between the employee
compensation cost that shall have been recognized if it had used
the fair value of the options shall have been recognized if it had
used the fair value of the options shall be disclosed. The impact of
this difference on profits and on EPS of the Company shall also be
disclosed.
IV Option movement during the year 2017-18
(a) No. of options outstanding at the beginning of the period 7,34,500
(b) No. of options granted during the year —
(c) No. of options forfeited/lapsed during the year 2,12,000
(d) No. of options exercised during the year Nil
(e) No. of shares arising as a result of exercise of options Nil
(f) Money realized by exercise of options (Amount in Rs.) Nil
(g) Loan repaid by the Trust during the year from exercise price received Not Applicable
(h) No. of options outstanding at the end of the year 5,22,500
(i) No. of options exercisable at the end of the year 5,22,500
V Weighted average exercise prices and weighted average fair Weighted average exercise price: ` 35 per Share.
values of options shall be disclosed separately for options whose Weighted average fair value of options: ` 45.85 per Share.
exercise price either equals or exceeds or is less than the market
price of the stock options.
VI Employee wise details (Name of Employee, designation,
number of options granted during the year, exercise price) of
options granted to:
(a) Senior Managerial Personnel (Including KMP) None
(b) Any other employee who receives a grant in any one year of option None
amounting to 5% or more of option granted during that year
(c) Identified employees who were granted option during any one year, None
equal to or exceeding 1% of the issued capital (excluding outstanding
warrants and conversions) of the Company at the time of grant
18
VII A description of the method and significant assumptions used The Securities and Exchange Board of India (SEBI) has prescribed
during the year to estimate the fair value of options. two methods to account for stock grants; (i) the intrinsic value
method; (ii) the fair value method. The Company adopts the intrinsic
value method to account for the stock options it grants to the
employees. The Company issues the Grants at Fixed price of ` 35
per share. Hence other details are not applicable.

ANNEXURE V TO THE DIRECTORS’ REPORT

The information pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are as given below:
1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year :
Mr. Dinesh Shahra: 1000000: 27907
Mr. Vijay Kumar Jain: 433225: 27907
2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager,
if any, in the financial year :
Mr. Dinesh Shahra, Managing Director – No increase.
Mr. Vijay Kumar Jain, Executive Director – 15.21
Mr. Anil Singhal, Chief Financial Officer – 12.79
(appointed CFO with effect from September 13, 2016.)
Mr. R L Gupta, Company Secretary – 9.96
3. The percentage increase in the median remuneration of employees in the financial year : 9.90
4. The number of permanent employees on the rolls of Company: 2867 as on March 31, 2018.
5. A
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration;
Managerial 8.4% & Non Managerial 6.5%
6. Affirmation that the remuneration is as per the remuneration policy of the Company:
The remuneration is as per the Nomination, Remuneration and Evaluation policy of the Company.

19
ANNEXURE VI TO THE DIRECTORS’ REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the
web-link to the CSR policy and projects or programs.
The Corporate Social Responsibility Policy of the Company as approved by the Board of Directors, is uploaded on the Company’s Website
i.e. www.ruchisoya.com. Since the Company does not have average net profit calculated under Section 135 read with Section 198 of the
Companies Act, 2013, the Company has not spent any amount on its Corporate Social Responsibility programs/activities during the financial
year 2017-18.
2. The Composition of the CSR Committee:
Since the Company is under Corporate Insolvency Resolution Process (CIRP), the provision related to composition of the CSR Committee
is not applicable.
3. Average net profit of the Company for last three financial years: NIL
A
4. Prescribed CSR Expenditure (T
(Two percent of the amount as in item 3 above): NIL
5. Details of CSR spent during the financial year:
(a) Total amount to be spent for the financial year: Rs. NIL
T
(b) Amount unspent, if any: Not Applicable
(c) Manner in which the amount spent during the financial year is detailed below:
(1) (2) (3) (4) (5) (6) (7) (8)

S. No. CSR project Sector in which Projects or Amount outlay Amount spent Cumulative Amount spent:
or activity the project is programs: (Budget) project on the projects expenditure Director
identified covered (1) Local area or or programs or programs. upto the or through
other, wise ((`` in Lakh) Sub-heads: reporting period implementing
(2) Specify the (1) Direct (Rs. in Lakh) agency
state and district expenditure (` in Lakh)
(`
where projects on projects or
or programs programs,
was undertaken (2) Overheads
(` in Lakh)
(`
— NA NA NA NA NA NA NA
6. In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the
Company shall provide the reasons for not spending the amount in its Board Report: Not Applicable.
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR objectives
and Policy of the Company:
Since the Company is under Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors have been suspended.

20
Management Discussion
and Analysis Report
INDUSTRY STRUCTURE AND DEVELOPMENT Improvement in production of Mustard seed
The primary business of your Company is processing of oilseeds and India is producing about 34 million tonnes of Oilseeds out of which 5.90
refining of imported crude oil for edible use. The Company produces million tonnes in Mustard oilseeds. Industry associations have proposed
oil meal, food products from soya and value added products from Mustard oilseeds production target of 15 million tonnes by 2025, with a
downstream and upstream businesses. The company has an integrated sub target of 10 million tonnes by 2020
value chain in palm and soya segments having a “Farm to Fork” business
model. Positive response by the Government
India is a USD 2 trillion economy with GDP growing at more than 7% The Government plans to double edible oil production by 2022 to reduce
and a population of over 1.2 billion. It is the world’s largest edible oil significant import dependence. It is learnt that the central Government has
importer, with oil and oil seed turnover of USD 25 billion and import- prepared a five year schedule to double India’s edible oil production and
export turnover of around USD 13 billion. reduce import dependence, through expansion in sowing area and yield.
Considering the growing population and the food habits across At a recent Rabi conference, the ministry of agriculture revealed the
India, edible oils form an essential part of the modern diet. The total plan to take annual production to 13.69 million tonnes M.T by 2022, as
consumption of edible oil in India is around 23 million metric ton out against the current 7.31 M.T.
of which domestic supply is approx. 8 million metric ton due to stagnant Keeping in view the importance of edible oil and oil seed sector in the
production of edible oil seeds, leaving demand -supply gap of 15 million overall economy and the need for a constant support and encouragement
metric ton to be bridged by imports. to the farming community and industry, the Government has considered
the suggestions of industry and has positively responded as follows:
OPPORTUNITIES AND THREATS
a) The duties have been increased on imported edible oil four times
Our per capita consumption of edible oil is around 16 kg per annum during the year under review and the import duty of crude palm
which is quite low in comparison to the world average of 24 kg. Thus oil increased from 7.5% to 44% and refined oil from 15% to 54%
there is strong potential to catch up with the global average considering in order to protect the country from cheap edible oil imports and
the overall economic growth and improvement in per capita disposable to encourage the farmers to continue to sow oilseeds.
income for food.
b) The increase in duty differential between import of crude and
The consistent rise in import of edible oil to bridge the demand – supply refined palm oil from 7.5% to 10% may encourage the edible oil
gap impacts the trade imbalance and results in significant outflow of refineries to increase their capacity utilisation in the country to
foreign exchange. There is strong need to improve the production and certain extent. The industry believes that this is first positive step
productivity of domestic oil seed sector and promote domestic supply towards a large differential which is required and requested by the
of edible oil to address the growing demand –supply gap imbalance. industry to prevent anti-dumping of refined products into India
The edible oil and oil seeds scenario in India has undergone a sea and to encourage domestic value addition, thereby enabling the
change. Our dependence on import which was around 3% in 1990 refinery industry to actively take part in “Make in India” movement
has substantially increased to 70% currently. The primary reasons for of the Government.
the increase are insufficient domestic oil seed supply commensurate c) During the year under review , the Government has hiked the MSP
to the consumption of edible oil growth due to stagnation of oilseeds of oil seeds such as follows:
production at around 28 to 30 million tons, low productivity of oil seed
Soybean seed – from Rs.27,750 per ton to Rs. 30,500 per MT
at around 900 to 1000 kg. Per hectare, higher Minimum Support Price
(MSP) offered by the Government to food grains than edible oil seeds Ground
und nut – from Rs.42,200 per MT to Rs. 44,500 MT
resulting in preference of farmers towards sowing of food grains to Mustard Seed – from Rs.37,000 per MT to Rs. 40,000 per MT
edible oil seeds, higher net income of competing crops due to better end
product realisations, large number of farmers having fragmented holding d) Oilseeds and edible oils are exempted from storage control order
of farm land, low deployment of technology and productivity oriented with effect from 13.06.2018
measures due to lack of resources etc. Also, the low duty on imported It is essential that the Government proactively continues to consider
edible oils and higher quantum of imports to meet the demand supply gap and support the recommendation of the industry made from time
of edible oils impact the profitability and viability of domestic growing of to time, in the larger context and benefit of farmers, Industry,
oil seed crop. It is, therefore, necessary to accord utmost importance to consumer and regional development. The positive response
substantially augment the domestic supply to stem the unbridled import will encourage the industry to make productive suggestions
on such basic item of mass consumption. which support the initiatives and well intended schemes of the
Government. This will also address the structural changes required
INDUSTRY OUTLOOK
in the long term sustainability of the oil and oil seed industry, while
Consumption growth balancing the equitable interests of various stake holders such as
As per the industry sources, India’s consumption growth is pegged at farmers, consumers, industry and the Government.
5% p.a and the country is expected to be consuming around 34 Million
tonnes of edible oil by 2025, with a projected vegetable oil imports bill INFORMATION TECHNOLOGY
of US$25 Billion. The growth in consumption presents an opportunity SAP has been implemented in all plants, depots, regional offices and head
to build around a sustainable business model to participate in the import office of the Company enabling alignment of strategies and operations,
activity and domestic business to capitalise the business prospects. better supply chain control at operational level and access to consolidated
data of the Company through integrated system.
21
During the year under review, GST was implemented successfully and Government Policies
rolled out across the country with minimum impact to business. Biometric The policies announced by the Government have been generally
system was introduced for attendance in majority of manufacturing progressive and are expected to remain likewise in future, and have
locations. Infrastructure management was changed and provided to generally taken an equitable view towards various stake holders, including
Wipro which will help in bringing the best technology and best practices domestic farmers, industry, consumers etc.
in the organisation.
Freight & Port Infrastructure
HUMAN RESOURCES A substantial part of the international operations of your Company
Since the company is under Corporate Insolvency Resolution Process, are within the Asian region, and given the following import and export
the identified strategic priorities for Human Resources management activities of your Company, the element of freight is not likely to cause
were as under: any adverse effect on the operational performance. Your Company has
(1) Controlling Fixed cost a proactive information and management system to address the issues
arising out of port congestions to the maximum extent possible and
(2) Retention of Critical Talents through employee engagement
R has also made sufficient arrangements for storage infrastructure at the
(3) Enhanced employee communication ports.
(4) Bolstering core HR processes Weather Conditions & Monsoon
Attention was put on identification of critical employees resource, Your Company has processing facilities at major ports and several inland
identifying possibility of outsourcing jobs which would lead to cost locations, and therefore, the business model of your Company is designed
benefit, merger of roles and businesses to ensure head count reduction to carry-on a majority of its production operations even in situations of
as also proving career opportunities to critical employees towards their extreme changes in weather conditions due to balanced business model
retention. Accordingly “Consumer Brands Division” merger with Popular to cater to the strong domestic consumption in India.
division was completed. Employee engagement and periodical employee
Volatility in Foreign Currencies
communication were executed with a view to iron out apprehensions
of employees and perceptions arising from rumours. The main focus Your Company is exposed to risks arising out of volatility in foreign
was continuity of business as a going concern under constrained currencies, the exposure on this account extends to:
resources and sustaining faith of employees on future of the company. Products imported for sale in domestic markets;
New pattern of one year short term wage settlement with union were
initiated to maintain peaceful ongoing operations. The core HR process Products exported to other territories and
of Performance Management system continued to be drilled down with Foreign currency Loans.
renewed focus on “Feedback”.
Your Company utilises the hedging instruments available in the markets
on an ongoing basis and manages the currency exposures as and when
RISK AND CONCERNS
required subject to the availability of the facilities granted by banks to
Corporate Insolvency Resolution Process (CIRP) the company.
As per the Order of Hon’ble National Company Law Tribunal, Fuel Prices
Mumbai Bench, the Company is under CIRP with effect from
15th December, 2017. Fuel prices continue to be an area of concern as fuel particularly Coal
is widely used in manufacturing operations has a direct impact on total
Price Volatility costs. Your Company has taken productivity linked measures aimed at
Your Company is exposed to commodity price fluctuations in its business. controlling costs and taken further steps to focus on production of high
All major raw materials as well as finished goods being agro-based are margin products.
subject to market price variations. Prices of these commodities continue
to be linked to both domestic and international prices, which in turn Domestic Economy
are dependent on various Macro/ Micro factors. Also Commodities Your Company is well geared with multi-processing capabilities to cater
are increasingly becoming asset classes. Prices of the Raw materials and to the variances and changing consumer preferences. Also keeping in
finished products manufactured by your Company fluctuate widely due view the overall growth of the economy, emerging health consciousness
to a host of local and international factors. Your Company continues to and growing retail in India, it is expected that the packaged edible oil
place a strong emphasis on the risk management and has successfully consumption will continue to outgrow the overall edible oil growth.
introduced and adopted various measures for hedging the price
fluctuations in order to minimize its impact on profitability.
FINANCIAL REVIEW AND ANALYSIS

(` In crore)
(`
Highlights 2017-18 2016-17
Total Revenue 12,029.28 18,620.38
Total Expenditure 18,039.52 20,295.71
EBIDTA 136.04 (654.37)
Depreciation, amortization and impairment expenses (net) 140.36 156.06
Finance costs 855.73 864.91
Exceptional item — 44.90
Profit/(Loss) before tax (6,010.24) (1,630.43)
Tax Expense (436.96) (373.23)
Profit/(Loss) after tax (5,573.28) (1,257.20)
22
TEN YEARS FINANCIAL HIGHLIGHTS

Ten Year Financial Performance - at a Glance (` In crore)
(`
Performance 2017-18 2016-17 2015-16 2014-15 2013-14 2012-13 2011-12 2010-11 2009-10 2008-09 2007-08 2006-07
Total Revenue 12,029 18,620 27,805 28,412 24,601 26,485 26,224 16,763 13,530 12,172 11,069 8,648
EBITDA 136 (654) 114 626 734 942 890 648 437 292 430 298
PBT (6,010) (1,630) (1,264) 81 50 304 228 306 272 151 254 156
PAT (5,573) (1,257) (1,062) 61 13 236 122 213 172 93 159 101
Equity Share Capital 65 65 65 67 67 67 67 67 53 38 38 36
Preference Share Capital 2 2 2 2 2 2 2 2 - 45 45 45
Total Equity / Net Worth (4,549) 1,024 2,473 2,206 2,336 2,364 2,202 2,156 1,925 1,140 1,061 843
Total Borrowings (net of 7,170 5,329 5,268 3,246 2,710 2,900 2,380 2,086 1,098 914 1,187 962
FDRs on Buyers credit)
Gross Fixed Assets 6,036 6,042 6,040 3,877 3,692 3,519 3,211 2,808 2,511 1,744 1,502 1,308
Export Turnover 698 1,052 1,754 3,360 3,599 4,321 3,234 2,267 1,346 1,693 1,361 888
Long Term Debt-Equity Ratio - 0.58 0.31 0.50 0.60 0.56 0.49 0.43 0.46 0.80 1.12 1.14
(Times)
Key Indicators Per equity
share (in `)
`
Book value (139) 31 76 66 70 70 66 67 77 60 58 231
Dividend - - - 0.16 0.16 0.32 0.32 0.50 0.50 0.50 0.50 2.40
Turnover per Equity share of 369 570 852 850 737 794 787 521 546 647 584 2,365
` 2 each.*
Notes:
1. Total borrowings are net of borrowings backed by fixed deposits with banks.
T
2. The Company has sub-divided each equity share of ` 10/- into five equity shares of ` 2/- each during the year 2007-08. Therefore, the key
indicators as mentioned above for the year 2007-08 are not comparable with those of earlier years.
3. Book value, earning and turnover per share has been computed on weighted average number of equity shares outstanding at the end of the
year.
4. The Company has adopted Ind AS from April 1, 2016. Accordingly, all previous year figures are as per then applicable Indian GAAP, hence
not comparable
5. Previous year’s figures have been regrouped, whenever necessary.
Prev
Place : New Delhi For and on behalf of Board of Directors

Dated : 1st December, 2018 (suspended during CIRP)
(Vijay Kumar Jain)

Executive Director
23
Corporate Governance Report
COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE: comprises of two directors. Mr. Dinesh Shahra, Managing Director of
The Company believes in transparency, empowerment, accountability the Company is promoter director of the Company. Mr. Vijay Kumar Jain
and integrity in its operations having duly delegated authority to is an executive director. The IDBI Bank Limited had appointed Mr. Biju
the various functional heads who are responsible for attaining the George Kozhiphattu as an Observer to attend the Board meetings of the
corporate plans with the ultimate purpose of enhancement of “stake Company as their nominee. The nomination has since been withdrawn.
holder value”. There is no institutional or nominee or government director on the Board.
CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) Mr. Kailash Shahra, Chairman of the Company has vacated the office of
The National Company Law Tribunal (“NCLT”), Mumbai Bench, vide director due to his retirement by rotation at the Annual General Meeting
order dated 15th December 2017 (“Insolvency Commencement Order”) of the Company held on 27th September, 2017 as he did not offer himself
has initiated Corporate Insolvency Resolution Process (“CIRP”) based for re-appointment as Director due to his advanced age and health reasons.
on petitions filed by Standard Chartered Bank and DBS Bank Ltd under Mr. Murugan Navamani, Independent Director also vacated the office of
section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”). Mr. director due to health issues with effect from March 26, 2018. Mr. Navin
Shailendra Ajmera IP Registration No. IBBI/IPA-001/IP-P00304/2017- Khandelwal has vacated the office of Director with effect from October
18/10568 was appointed as Interim Resolution Professional (“IRP”) 22, 2018 due to some other pre-occupations and time engagements.
to manage affairs of the Company in accordance with the provisions Mrs. Meera Dinesh Rajda has vacated the office of Director with effect
of Code. In the first meeting of committee of creditors held on 12th from November 19, 2018 due to health reasons.
January 2018, Mr. Shailendra Ajmera had been confirmed as Resolution
Professional (“RP”/ “Resolution Professional”) for the Company. Mr. Vijay Kumar Jain is liable to retire by rotation in terms of provisions
Pursuant to the Insolvency Commencement Order and in line with the of Section 152(6) of the Companies Act, 2013 at the ensuing Annual
provisions of the Code, the powers of the Board of Directors were General Meeting. Mr. Vijay Kumar Jain, being eligible, offers himself for
suspended and the same were to be exercised by IRP / RP. By an order reappointment. He was born in 1957 and is Bachelor of Science and holds
dated 8th June 2018, NCLT has extended the CIRP for a further period PG Diploma in Business Management. He is a whole-time director of
of 90 days with effect from 12th June, 2018. the Company and is looking after the matters related to imports, exports
As per Notification no. SEBI/LAD-NRO/GN/2018/21 dated May 31, and commercial activities of the Company. He is also on the Board of
2018, regulations 17,18,19, 20 and 21 of the Securities & Exchange Board Directors of other public limited companies i.e. Evershine Oleochem
of India (Listing Obligations and Disclosure Requirements) Regulations, Limited and Ruchi Worldwide Limited. He is not related to any other
2015, related to Board of Directors, Audit Committee, Nomination and director of the Company.
Remuneration Committee, Stakeholders Relationship Committee and
BOARD PROCEDURES AND MEETINGS HELD:
Risk Management Committee respectively, shall not be applicable during
the insolvency resolution process period in respect of a listed entity The Board met 6 times during the financial year 2017-18. The dates of
which is undergoing CIRP under the Code provided that the role and board meetings are May 29, 2017, August 14, 2017, September 6, 2017,
responsibilities of the Board of Directors as specified under regulation September 26, 2017, November 2, 2017 and November 14, 2017.
17 shall be fulfilled by the interim resolution professional or resolution One co-ordination meeting was called by Resolution Professional (RP)
professional in accordance with sections 17 and 23 of the Insolvency on 12th February, 2018 which was attended by Mr. Shailendra Ajmera,
and Bankruptcy Code. Hence, the status of the Board of Directors and Resolution Professional, Mr. Dinesh Shahra, Managing Director,
Committees provided in this Report is as on the date of commencement Mr. Vijay Kumar Jain, Executive Director, Mr. Navamani Murugan and
of CIRP i.e. December 15, 2017. Mrs. Meera Dinesh Rajda, Independent Directors. The powers of the
BOARD OF DIRECTORS: Board of Directors are suspended due to commencement of corporate
Composition, Category and size of the Board insolvency resolution process and the same vest in the Resolution
Board of Directors of RSIL (suspended during CIRP) (‘The Board’) Professional.
ATTENDANCE RECORD OF DIRECTORS:

Name of director DIN Category Number of Board Whether Number of Number of Committee
Number meetings held during attended Directorships in other positions in other Indian
the Financial year the last Indian Public Ltd. Public Ltd. Companies
2017-18 AGM Companies as on March as on March 31, 2018
31, 2018
Held Attended Chairman Member Chairman Member of
of Board Committee
Mr. Kailash Shahra* 00062698 Promoter- Chairman 6 0 No 0 0 0 0
(Non-executive)
Mr. Dinesh Chandra Shahra 00533055 Promoter- Managing 6 6 Yes 0 2 0 0
Director (Executive)
Mr. Prabhu Dayal 02114285 Independent 6 0 No 0 0 0 0
Dwivedi ** (Non-executive)
Mr. Murugan Navamani *** 01309393 Independent 6 4 Yes 0 0 0 0
(Non-executive)
24
Mr. Vijay Kumar Jain 00098298 Whole Time 6 6 Yes 0 2 0 1

Director
(Professional
Executive)
Mr. Navin Khandelwal **** 00134217 Independent 6 5 Yes 0 3 2 2
(Non-executive)
Mrs. Meera Dinesh 07130303 Independent 6 3 Yes 0 1 0 1
Rajda***** (Non-executive)
* Mr. Kailash Shahra, retired by rotation with effect from 27th September, 2017.
** Mr. Prabhu Dayal Dwivedi vacated the office of independent director with effect from April 28, 2017.
*** Mr. Murugan Navamani vacated the office of independent director with effect from March 26, 2018.
**** Mr. Navin Khandelwal vacated the office of independent director with effect from October 22, 2018.
***** Mrs. Meera Dinesh Rajda has vacated the office of independent director with effect from November 19, 2018.
Video conferencing facilities are used to facilitate directors present at other locations, to participate in meetings.
Private Limited and Section 8 companies (if any) as defined under Companies Act, 2013 where the Directors of the Company are directors, have
been excluded for the above purpose. Further, as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, chairman/
membership of audit committees and Stakeholders Relationship committees are only considered for the purpose of committee positions.
None of the Directors is a Director in more than 10 Public Limited Companies or serves as an Independent Director in more than 7 listed Companies.
Further none of the directors act as a member of more than 10 committees or act as a chairman of more than 5 committees across all Public Limited
companies in which he is a director.
The Independent Directors meet atleast once in every financial year without the attendance of Non – Independent Directors and Management
Personnel. One meeting of the Independent Directors was held during the financial year.
None of the non-executive directors held any Share/Convertible instrument as on 31st March, 2018.
Familiarization Program Meeting and attendance during the year:

The Company makes detailed presentations to the entire Board including During the financial year 2017-18 till the commencement of CIRP with
Independent Directors on the Company’s operations and business plans, effect from December 15, 2017, the Audit Committee met on May 22,
the nature in which the company operates. Such presentations are made 2017, May 29, 2017, August 14, 2017, November 2, 2017 and November
by the senior management/functional heads so that the Independent 14, 2017. The meetings were scheduled in advance. Mr. Navin Khandelwal
Directors can have direct interaction with them. The familiarization and Mr. Vijay Kumar Jain attended all meetings held during the year ended
programme is avalable on company’s website at www.ruchisoya.com/ March 31, 2018. Mr. Murugan Navamani attended four meetings held
familiarisation_programme_for_Independent_Directors.pdf. during the year ended on March 31, 2018. Post CIRP, as per the advise
Code of Conduct of Resolution Professional, a meeting of Audit Committee was called
The Board of Directors has an important role in ensuring good corporate on 12th February, 2018 which was attended by Mr. Navin Khandelwal,
governance and has laid down a comprehensive Code of Conduct for Mr. Vijay Kumar Jain and Mrs. Meera Dinesh Rajda.
Directors and Senior Management of the Company. The Code has also The Company Secretary acted as the Secretary to the Committee.
been posted on the website of the Company. All Directors and Senior The Chairman of the Audit Committee attended last Annual General Meeting.
Management personnel have affirmed the compliance thereof for the The Committee meetings are also attended by Chief Financial Officer,
year ended March 31, 2018.
Accounts and Finance executives, Internal Auditor and Statutory Auditors
AUDIT COMMITTEE of the Company.
The Audit Committee has been constituted by the Board of Directors in The powers, role and terms of reference of the Audit Committee
accordance with the requirement of section 177 of the Companies Act, covers the areas as contemplated under Regulation 18 of SEBI (Listing
2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Obligations and Disclosure Requirements) Regulations, 2015 and Section
Requirements) Regulations, 2015 as amended from time to time. 177 of the Companies Act, 2013, as applicable, besides other terms as
Constitution and composition: referred by the Board of Directors.
The Audit Committee, as on the date of commencement of CIRP,
Powers of Audit Committee
consists of Mr. Vijay Kumar Jain, Mr. Navin Khandelwal, Mr. Murugan
Navamani and Mrs. Meera Dinesh Rajda. Mr. Navin Khandelwal, the The audit committee has following powers:
Chairman of the Committee is an Independent, Non-executive Director To investigate any activity within its terms of reference.
and has a strong financial and accounting background with immense
To seek information from any employee.
experience. All the members of the Committee are financially literate and
the composition of Committee was in accordance with the regulation 18 To obtain outside legal or other professional advice.
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, To secure attendance of outsiders with relevant expertise, if it considers
2015 and Section 177 of the Companies Act, 2013. necessary.
Mr. Murugan Navamani vacated the office of independent Director and
member of the Audit Committee of the Company with effect from March Role of Audit Committee
26, 2018. Mr. Navin Khandelwal has vacated the office of Director with The role of the audit committee includes the following :
effect from October 22, 2018 due to some other pre-occupations and 1. Oversight of the Company’s financial reporting process and the
time engagements. Mrs. Meera Dinesh Rajda has vacated the office of disclosure of its financial information to ensure that the financial
Director with effect from November 19, 2018 due to health reasons. statement is correct, sufficient and credible;
25
2. R
Recommendation for appointment, remuneration and terms of Review of information by Audit Committee
appointment of auditors of the Company;. • The Audit Committee mandatorily reviews the following
3. Approval of payment to statutory auditors for any other services informations :
rendered by the statutory auditors; • Management discussion and analysis of financial condition and
results of operations.
4. R
Reviewing, with the management, the annual financial statements,
auditor’s report thereon before submission to the board for • Statement of significant related party transactions (as defined by
approval, with particular reference to: the Audit Committee) submitted by Management.
• Internal audit reports relating to internal control weakness.
a. Matters required to be included in the Director’s
• Management letters / letters of internal control weaknesses issued
Responsibility Statement to be included in the Board’s report
by the statutory auditors; and
in terms of clause (c) of sub-section (3) section 134 of the
Companies Act, 2013. • The appointment, removal and terms of remuneration of Internal
Auditors is subject to review by the Audit Committee.
b. Changes, if any, in accounting policies and practices and • Statement of deviations:
reasons for the same
a
a) quarterly statement of deviation(s) including report of
c. Major accounting entries involving estimates based on the monitoring agency, if applicable, submitted to stock
exercise of judgment by management. exchange(s) in terms of Regulation 32(1).
d. Significant adjustments made in the financial statements b) annual statement of funds utilized for purposes other than
arising out of audit findings. those stated in the offer document/prospectus/notice in
terms of Regulation 32(7).
e. Compliance with listing and other legal requirements relating
to financial statements. NOMINATION AND REMUNERATION COMMITTEE:
f
f. Disclosure of any related party transactions. The Nomination and Remuneration Committee has been constituted by
g. Qualifications in the draft audit report; the Board of Directors in accordance with the requirement of section
178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing
5. R
Reviewing, with the management, the quarterly financial statements Obligations and Disclosure Requirements) Regulations, 2015 as amended
before submission to the board for approval; from time to time.
6. R
Review and monitor the auditor’s independence and performance The brief terms of reference of the Nomination and Remuneration
and effectiveness of audit process; Committee are as follows:
7. Approval or any subsequent modification of transactions of the 1. Formulation of the criteria for determining qualifications, positive
Company with related parties; attributes and independence of a director and recommend to the
Board of Directors a policy relating to, the remuneration of the
8. Scrutiny of inter-corporate loans and investments;
directors, key managerial personnel and other employees;
9. V
Valuation of undertakings or assets of the Company, wherever it 2. Formulation of criteria for evaluation of Independent Directors
is necessary; and the Board of Directors;
10. Evaluation of internal financial controls and risk management 3. Devising a policy on diversity of Board of Directors;
Dev
systems; 4. Identifying persons who are qualified to become directors and who
11. R
Reviewing, with the management, performance of statutory and may be appointed in senior management in accordance with the
internal auditors, adequacy of the internal control systems; criteria laid down and recommended to the Board of Directors
for their appointment and removal.
12. R
Reviewing the adequacy of internal audit function, if any, including
the structure of internal audit department, staffing and seniority of 5. Whether to extend or continue the terms of appointment of the
the official heading the department, reporting structure coverage independent Directors, on the basis of the report of performance
and frequency of internal audit; evaluation of independent Director.
13. Discussion with internal auditors of any significant findings and Constitution and composition:
follow up thereon; The Nomination and Remuneration Committee was chaired by Mr.
14. R
Reviewing the findings of any internal investigations by the internal Murugan Navamani. Its other members are Mr. Navin Khandelwal and
auditors into matters where there is suspected fraud or irregularity Mrs. Meera Dinesh Rajda. The Chairman of the Committee was an
or a failure of internal control systems of any material nature and Independent, non-Executive Director. The composition of committee
reporting the matter to the board; was in compliance with Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Section 178 of
15. Discussion with the statutory auditors before audit commences,
the Companies Act, 2013. Mr. Murugan Navamani, who was chairman
about the nature and scope of audit as well as post-audit discussion
of the Committee, has vacated the office of Director of the Company
to ascertain any area of concern;
with effect from March 26, 2018. Mr. Navin Khandelwal has vacated the
16. T look into reasons for substantial defaults in the payment to
To office of Director with effect from October 22, 2018 due to some other
the depositors, debenture holders, shareholders (in case of non- pre-occupations and time engagements. Mrs. Meera Dinesh Rajda has
payment of declared dividends) and creditors; vacated the office of Director with effect from November 19, 2018
17. To review the functioning of the Whistle Blower mechanism;
T due to health reasons.
18. Approval of appointment of CFO (i.e. whole-time Finance Meeting and attendance during the year
Director or any other person heading the finance function During the financial year 2017-18, the Nomination and Remuneration
or discharging that function) after assessing the qualification, Committee met on May 29, 2017, August 14, 2017 and November 14,
experience and background etc. of the candidate; 2017. Mr. Navin Khandelwal attended all the meetings and Mr. Murugan
19. Carrying out any other function as is mentioned in the terms of Navamani and Mrs. Meera Dinesh Rajda attended two meetings each
reference of the Audit Committee. held during the year.
26
Performance Evaluation criteria for Independent Directors: • Assuring appropriate board size, composition, independence,
The evaluation of performance of Independent Directors is based on structure
the following criteria: • Clearly defining roles & monitoring activities of committees
• Leadership & stewardship abilities • Review of company’s ethical conduct
R
• Contributing to clearly define corporate objectives & plans Evaluation on the aforesaid parameters will be conducted by the
• Communication of expectations & concerns clearly with Independent Directors for each of the Executive/Non-Independent
subordinates Directors in a separate meeting of the Independent Directors.
• Obtain adequate, relevant & timely information from external The Executive Director/Non-Independent Directors along withthe
sources. Independent Directors willevaluate/assess each of theIndependent
• Review & approval of achievement of strategic and operational
R Directors on the aforesaid parameters. Only theIndependent
plans, objectives, budgets Director being evaluated will not participate inthe said evaluation
discussion.
• Regular monitoring of corporate results against projections
R
TheNomination and Remuneration Committee shall carry outevaluation
• Identify, monitor & mitigate significant corporate risks
Identify
of the performance ofDirectors of the Companyat regular interval.
• Assess policies, structures & procedures
Performance evaluation criteria for independent Directors is included
• Direct, monitor & evaluate KMPs, senior officials
in Nomination, Remuneration and Evaluation Policy of the Company.
• Review management’s succession plan
R The same is available on the website of the Company at www.ruchisoya.
• Effective meetings com. / Nominations % 20 and % remuneration % 20 Policy.pdf.
REMUNERATION OF DIRECTORS:
(a) Remuneration of whole time directors:
The particulars of remuneration paid to whole time directors during the financial year 2017-18 is as under:
Name of Director(s) Salary Commission Perquisites Total Service Contract
(In Lacs) (In Lacs) (In lacs) (In Lacs) Tenure* Notice period**
Mr. Dinesh Shahra 89.29 — — 89.29*** 3 years 1 month
Mr. Vijay Kumar Jain 51.67 — — 51.67 3 years 3 months
* From their respective date of appointment.

** There is no separate provision for payment of severance fees.
*** The amount is for the period till 31st December, 2017 only.
Notes:
1. The above does not include reimbursement of expenses incurred for the Company.
2. The above remuneration does not include contribution to gratuity and provision for leave encashment, as these are lump sum amounts for all
employees based on actuarial valuation.
(b) Remuneration of Non-Executive Directors: STAKEHOLDERS’ RELATIONSHIP COMMITTEE:
Except payment of sitting fees, no other remuneration, The Stakeholders Relationship Committee has been constituted by
commission, etc. is paid / payable for the year to the non- the Board of Directors in accordance with the requirement of section
executive directors. As approved by the Board of Directors and 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing
in accordance with the Articles of Association of the Company,
Obligations and Disclosure Requirements) Regulations, 2015 as
the non-executive directors are paid `10,000/- for each Board
meeting and ` 5,000/- for each committee meeting attended by amended from time to time.
the non-executive directors. The Committee considers and resolves the grievances of the
The following table shows the amount of sitting fees paid to the shareholders of the Company, including complaints related to transfer
non-executive directors for the financial year 2017-18: of shares, non-receipt of annual report and non-receipt of declared
dividends etc.
Sr. Name of Directors Sitting fees
No. (Amount in `) Constitution and composition:
1 Kailash Shahra* - Stakeholders Relationship Committee of the Board comprises of
2 N. Murugan** 70,000 Mr. Vijay Kumar Jain, Whole-time Director and Mr. Murugan
3 Navin Khandelwal*** 1,05,000 Navamani, Independent Director being chairman of the Committee.
4 Meera Dinesh Rajda# 55,000 The composition of the committee is in compliance with Regulation
5 Prabhu Dayal Dwivedi**** 35000 20 of SEBI (Listing Obligations and Disclosure Requirements)
* Mr. Kailash Shahra, retired by rotation with effect from Regulations, 2015. Mr. R.L. Gupta V.P (Corporate Planning) &
September 27, 2017. Company Secretary is the Compliance Officer of the Company.
** Mr. Murugan Navamani vacated office of independent director Mr. Murugan Navamani vacated the office of independent director
with effect from March 26, 2018.
with effect from March 26, 2018.
*** Sitting Fees of Navin Khandelwal includes ` 5000 for the year
2016-17. He vacated the office of Independent Director with effect Meeting and attendance:
from October 22, 2018.
****Sitting Fees of Prabhu Dayal Dwivedi includes ` 35000 for During the financial year 2017-18, the Stakeholders’ Relationship
the year 2016-17. Committee met on June 30, 2017, and September 27, 2017. Mr. Vijay
# Mrs. Meera Dinesh Rajda has vacated the office of Director Kumar Jain and Mr. Murugan Navamani attended all the meetings held
with effect from November 19, 2018 during the year ended March 31, 2018.
27
Detail of complaints received and resolved during the year: The financial year of the company under review is from April 1, 2017
During the year, the company received 10 complaints and all the to March 31, 2018. No dividend has been proposed for the financial
complaints were resolved to the satisfaction of the investors and there year under review.
are no pending complaints. Listing on Stock Exchanges and Stock Codes:
The Equity Shares of the Company are listed on the following Stock
INFORMATION ON GENERAL BODY MEETINGS Exchanges:
Annual General Meetings:
Stock code
Out of three Annual General Meetings (AGMs) of the Company two
were held at Sunville Deluxe Pavilion, Sunville Building, 9, Dr. Annie a) BSE Ltd. (BSE) 500368
Besant Road, Worli, Mumbai-400 018 and one at Rangswar Hall, Chavan b) National Stock Exchange
Centre, Yashwantrao Chavan Pratishthan, Gen. Jagannathrao Bhonsle of India Limited (NSE) R
RUCHISOYA
Marg, Mumbai – 400021. The dates and time of holding of the said
AGMs and particulars of Special resolutions passed thereat are as under: The ISIN of the Company is INE619A01027.
29th AGM held on September 23, 2015 at 11.45 A. M. Registrars and Share Transfer Agent:
Approval for Remuneration paid to Mr. Dinesh Shahra (Managing Sarthak Global Limited, 170/10, Film Colony, R. N. T. Marg,
Director) Indore-452 001.
Further issue of securities. The Company has duly paid the annual listing fee for the Financial
Approval for remuneration paid to Mr. Sarvesh Shahra Year 2017-18 and 2018-19 to the BSE Limited and National Stock
Exchange of India Limited.
30th AGM held on September 14, 2016 at 10.45 A.M
Approval for Re-appointment of Mr. Vijay Kumar Jain as Whole Time MARKET PRICE DATA:
Director The monthly high and low quotations at the BSE during the financial
Approval for excess remuneration paid/payable to Mr. Dinesh Chandra year 2017-18 are as follows:
Shahra, Managing Director
Period High ((`) Low ((`)
Approval for revision of remuneration payable to Mr. Dinesh Chandra
Shahra, Managing Director April, 2017 27.65 24.5
May, 2017 28.5 21.35
31st AGM held on September 27, 2017 at 11.30 A. M.
Approval for revision in remuneration payable to Mr. Dinesh Shahra, June, 2017 23.15 20.45
Managing Director July, 2017 27.30 20.60
Extra-ordinary General Meeting: August, 2017 23.95 18.50
No extra-ordinary general meeting of the members of the Company was September, 2017 25.50 18.65
convened after the 31st Annual General Meeting of the Company held
October, 2017 25.20 21.50
on September 27, 2017.
November, 2017 33.75 21.20
Postal Ballot:
December, 2017 15.40 24.00
No postal ballot was conducted during the year under review. At present,
there is no proposal for passing any Special Resolution through Postal Ballot. January, 2018 20.65 17.00
February, 2018 19.40 14.30
SHAREHOLDERS’ COMMUNICATION:
Communication to shareholders March, 2018 19.10 15.75
Quarterly un-audited financial statements prepared in accordance with
the Accounting Standards notified under Rule 7 of the Companies
(Accounts) Rules, 2014 in respect of section 133 of the Companies
Act, 2013 and other recognized accounting practices and policies, are
generally published in Free Press Journal and Nav Shakti. Beside this, the
Company has its own website (www.ruchisoya.com) on which important
public domain information is posted. Besides being placed on the website,
all the financial, vital and price sensitive official news releases are also
properly communicated to the concerned stock exchanges. The website
also contains information on several other matters, such as corporate
presentation to investors and analysts, Net worth history, Turnover and
Net profit for preceding years etc.
GENERAL SHAREHOLDERS’ INFORMATION

Annual General Meeting:
Date: 27th December, 2018 Share Transfer System:
Time: 11.00 AM Shares lodged in physical form with the Company/its Registrars
& Share Transfer Agent are processed and generally returned, duly
Venue: Rangswar Hall, Chavan Centre, Yashwantrao Chavan
transferred within 15 days, except in cases where litigation is involved.
Pratishthan, Gen. Jagannathrao Bhonsle Marg,
In respect of shares held in dematerialized mode, the transfer takes place
Mumbai - 400 021, Cut off date for the purpose of voting by
instantaneously between the transferor and transferee at the depository
electronic means: 14th December, 2018.
participant(s) through which electronic debit/ credit of the accounts
are involved.
28
SHAREHOLDING PATTERN AND DISTRIBUTION OF SHAREHOLDING AS AT MARCH 31, 2018

Category No. of shares held % of holding
Promoter holding
1 Promoters
Indian Promoters 19,13,69,692 57.28
Foreign Promoters - -
2 Persons acting in concert - -
Sub-total 19,13,69,692 57.28
Non-Promoters Holding
1 Institutions
a) Mutual Funds 25,500 0.01
b) Banks/ FIs/Insurance Companies 6,68,708 0.20
c) FIIs 1,500 0.00
Sub-total 6,95,708 0.21
2 Central Govt./State Govt.(s)/President of India
Central Govt./State Govt.(s)/President of India 5,68,949 0.17
Sub-total 5,68,949 0.17
3 Non Institutions
Bodies Corporate 7,30,36,551 21.86
Individuals holding nominal capital uptoRs. 2.00 Lakh 5,04,65,955 15.11
Individuals holding nominal capital more than Rs. 2.00 lac 96,62,989 2.89
Any other (Clearing Members, NRIs, HUF and Trust) 83,00,878 2.48
Sub-total 14,14,66,373 42.34
Custodian (depository for shares underlying GDRs) — —
GRAND TOTAL 33,41,00,722 100
Distribution of shareholding as on March 31, 2018

Range of Shares No. of % of No. of % of
Share holders Share holders Share held Share holding
001 — 2,500 42049 83.083 14817682 4.435
2,501 — 5,000 4138 8.176 7620535 2.281
5,001 — 10,000 2366 4.675 9029889 2.703
10,001 — 20,000 1079 2.132 8153806 2.441
20,001 — 30,000 307 0.607 3826061 1.145
30,001 — 40,000 178 0.352 3219064 0.964
40,001 — 50,000 93 0.184 2121938 0.635
50,001 — 100,000 172 0.340 6299563 1.886
100,001 & Above 229 0.452 279012184 83.511
TOTAL 50611 100.00 33,41,00,722 100.00
29
DEMATERIALISATION OF SHARES AND LIQUIDITY:

The trading in shares of the Company are under compulsory demat segment. The Company is listed on BSE and NSE. The Company’s shares are
available for trading in the depository systems of both NSDL and CDSL. 32,16,16,881 equity shares of the Company, equal to 96.26 % of total
issued capital of the Company as on March 31, 2018 were in dematerialized form.
OUTSTANDING CONVERTIBLE INSTRUMENTS:
Except the options granted and outstanding under the Employees Stock Option Scheme – 2007 of the Company, there were no other instruments
convertible into equity shares outstanding during the year under review.
The status of options granted and options outstanding as at March 31, 2018 under the Employees Stock Option Scheme-2007 is as under:
Date of Grant No. of options Balance as on Options Options Options Balance as on
granted 01.04.17 granted during exercised cancelled 31.03.2018
the year during the year during the year
April 1, 2008 1237000 - - - - -
October1, 2009 1495000 - - - - -
April 1, 2010 253500 - - - - -
April 1, 2011 198000 - - - - -
April 1, 2012 15000 - - - - -
April 1, 2013 219000 133500 - - 133500 -
April 1, 2014 275000 206500 - - 35500 171000
April 1, 2015 437500 394500 - - 43000 351500
TOTAL 734500 - - 212000 522500
MANUFACTURING PLANT LOCATIONS OF THE COMPANY: ADDRESS FOR CORRESPONDENCE:

_ Mangliagaon, A.B. Road, Indore (M.P.) The shareholders may send their communications, queries, suggestions
and grievances to the Compliance Officer at the following address:
_ Baikampady Industrial Area, Mangalore (Karnataka)
Mr. R.L. Gupta
_ Village Esambe, TalukaKhalapur, Distt.Raigad (Maharashtra)
Company Secretary
_ Bijoyramchak, Ward No. 9, P.O. Durgachak, Haldia (West Bengal) Ruchi House, Royal Palms,
_ Village Butibori, Tehsil Nagpur (Maharashtra) Survey No. 169, Aarey Milk Colony,
Near Mayur Nagar, Goregaon (East),
_ Village Kamati, Gadarwada, Distt. Narsinghpur (M.P.) Mumbai - 400065
_ Gram MithiRohar, Taluka Gandhidham, Distt.Bhuj (Gujarat) Email address: [email protected]
_ Kannigaiper Village, UthukottaiTaluk, ThiruvallurDistt. The shareholders may also e-mail their queries, suggestions and grievances
(Tamilnadu) at [email protected].
_ RIICO UdyogVihar, Sriganganagar (Rajasthan) OTHER DISCLOSURES:
_ RIICO Industr
Industrial Area, Govindpur Bawari, Post TaleraDistt. Bundi (a) Transactions with related parties:
(Rajasthan)
The Company has not entered into any transaction of material
_ Kusmoda, A.B. Road, Guna (M.P.)
K nature with related parties that may have any potential conflict with
_ Kota Road, Baran (Rajasthan)
K the interest of the Company. The “Policy on materiality of related
party transactions and dealing with related party transaction” as
_ Rani Piparia, Dist. Hoshangabad (M.P.)
approved by the Board may be accessed on the Company’s website
_ SIDCO Industrial Estate, Bari Brahmana, Jammu (J & K) at www.ruchisoya.com
_ Village Daloda, Dist. Mandsaur (M.P.) (b) Compliance by the Company:
_ Survey No. 178, Surkandi Road, Washim (Maharashtra) The Company has complied with the requirements of stock
_ BapulapaduMandal, Ampapuram Village, Krishna District, exchanges, SEBI and other statutory authorities on matters
Vijaywada (A.P.) related to capital markets during last three years. No penalties
have been imposed on the Company or strictures passed by any
_ IDA, ADB Road, Peddapuram, East Godawari District (A.P.).
ID Stock Exchange or SEBI or any other authorities relating to
_ Village Karanpura, Durgawati, Dist. Kaimur (Bihar) capital markets except penalty of Rs. 76,550/- to BSE and NSE
for non-compliance of regulation 33 of SEBI (Listing Obligations
_ Survey No. 162 & 163, Bhuvad, Taluka- Anjar, Dist- Kutch, and Disclosure Requirements) Regulations, 2015. The Company,
(Gujrat) as a legal entity has, however, been by an ex-parte ad-interim
_ Beach Road, Dummalpet, Kakinada (Andhra Pradesh) order dated 24th May, 2016 passed by SEBI, restrained from
buying, selling or dealing in the securities market, either directly or
– Village - Makhanpur, Post - Bhagwanpur, Tehsil - Roorkee indirectly, in any manner whatsoever, till further directions. Later
(Uttaranchal) on, by an Order dated 8th March, 2017, the SEBI has confirmed
30
the above referred Order with an interim relief to the company suspended with effect from 15th December, 2017. Hence, only the
by permitting to trade or deal in commodity derivative markets CFO certification is provided with this Report.
for the limited purpose of hedging the physical market positions
(h) Disclosures on compliance with corporate governance
under the supervision of the Exchange.
Pursuant to regulation 26(3) read with Para D of Schedule V of
(c) Vigil Mechanism and Whistle Blower Policy:
V the SEBI ((Listing Obligations and Disclosure Requirements)
The Company promotes ethical behavior and has in place Regulations, 2015 the Board Members and Senior Management
mechanism for reporting and redressal of illegal and unethical personnel of the Company have confirmed compliance to their
behavior. The Company has a vigil mechanism and Whistle Blower Code of Conduct as applicable to them for the financial year ended
Policy for due protection of whistle blowers. It is hereby confirmed March 31, 2018.
that no personnel has been denied access to the Audit Committee. Disclosures on compliance with corporate governance
The Company has complied with mandatory and most of the requirements specified in regulations 17 to 27 have been included
discretionary requirements as per Regulation 27 of the SEBI in the relevant sections of this report. Appropriate information
(Listing Obligations and Disclosure Requirements) Regulations, has been placed on the Company’s website pursuant to clauses
2015. (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing
Regulations.
(d) Web link:
W
Policy for determination of material subsidiary is available on (i) Compliance Certificate of the Auditor
website of the company: www.ruchisoya.com. The other disclosure Certificate from the Company’s Auditor, Chaturvedi & Shah,
in terms of Regulation 46(2) are also made available in the said confirming compliance with conditions of Corporate Governance,
website link. as stipulated under Regulation 34 of the Listing Regulations, is
attached to this Report.
(e) Commodity Price risk, foreign exchange risk and hedging
activities: (j) Audit Qualifications
The Company has adopted Commodity Price Risk Management The Company’s Standalone and Consolidated Financial Statement
Policy and Foreign Exchange Risk Management Policy. for the year ended 31stMarch, 2018 contain audit qualifications. For
During the F.Y. 2017-18, the Company had managed the foreign details, refer to Standalone and Consolidated audit report.
exchange risk and hedged to the extent considered necessary. (k) Reporting of Internal Auditor
The Company enters into forward contracts for hedging foreign
The Internal Auditor presents its report to the Audit Committee
exchange exposures against exports and imports. The details of
on quarterly basis.
foreign currency exposure are disclosed in Note No. 42 to the
Annual Accounts.
(f) Demat suspense account For and on behalf of Board of Directors
There are no unclaimed shares / securities of the Company. (suspended during CIRP)
(g) CFO/CEO Certification

Pursuant to intitiation of CIRP process vide NCLT order dated Place : New Delhi (Vijay Kumar Jain)
15th December, 2017, the powers of the Board of Directors stand Date : 1st December, 2018 Executive Director
31
CFO CERTIFICATE
[Issue in accordance with provisions of Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015
To,
The Board of Directors
Dear Sirs,
We, the undersigned, do hereby certify that:
a. W have reviewed financial statement and the cash flow statement of Ruchi Soya Industries Limited (“the Company”) for the year ended on
We
31st March, 2018 and that to the best of our knowledge and belief:
i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.
ii. these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards,
applicable laws and regulations.
b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal
or violative of the Company’s code of conduct.
c. W accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness
We
of internal control system of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee,
deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps taken or proposed to be taken to
rectify these deficiencies.
d. We have indicated to the auditors and the Audit Committee
W
i. significant changes in internal control over financial reporting during the year;
ii. significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements; and
iii. instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee
having a significant role in the company's internal control system over financial reporting
Y
Your faithfully
For Ruchi Soya Industries Limited
Place : Mumbai Anil Singhal

Date : 30/05/2018 (Chief Financial Officer)
32
Independent Auditor’s Certificate on compliance with the 7. W have carried out an examination of the relevant records
We
condition of Corporate Governance as per provisions of of the Company in accordance with the Guidance Note on
Chapter IV of Securities and Exchange Board of India (Listing Certification of Corporate Governance issued by the Institute
Obligations and Disclosure) Regulations, 2015 of Chartered Accountants of India (the ICAI), the Standards on
Auditing specified under Section 143(10) of the Companies Act
To the Members of 2013, in so far as applicable for the purpose of this certificate and
Ruchi Soya Industries Limited (A Company under corporate insolvency as per the Guidance Note on Reports or Certificates for Special
resolution process vide NCLT order) Purposes issued by the ICAI which requires that we comply with
1. The Corporate Governance Report prepared by Ruchi Soya the ethical requirements of the Code of Ethics issued by the
Industries Limited (“the Company”) contains details as stipulated ICAI.
in Regulations 17 to 27 and clauses (b) to (i) of regulation 46(2)
8. W have complied with the relevant applicable requirements of
We
and para C and D of Schedule V of Securities and Exchange
the Standard on Quality Control (SQC) 1, Quality Control for
Board of India (Listing Obligations and Disclosure) Regulations,
Firms that Perform Audits and Reviews of Historical Financial
2015 as amended (“the Listing Regulations”) (‘applicable
Information, and Other Assurance and Related Services
criteria’) with respect to Corporate Governance for year ended
Engagements.
31st March, 2018. This certificate is required by the Company for
annual submission to the Stock exchange and to be sent to the 9. The procedures selected depend on the auditors’ judgement,
Shareholders of the Company. including the assessment of the risks associated in Compliance
2. The National Company Law Tribunal (“NCLT”), Mumbai of the Corporate Governance Report with the applicable criteria.
Bench, vide order dated 15th December 2017 (“Insolvency The procedures include, but not limited to, verification of
Commencement Order”) has initiated corporate insolvency secretarial records and financial information of the Company
resolution process (“CIRP”) based on petitions filed by Standard and obtained necessary representations and declarations from
Chartered Bank and DBS Bank Ltd u/s 7 of the Insolvency and directors including independent directors and Resolution
Bankruptcy Code, 2016 (“the Code”). Mr. Shailendra Ajmera IP Professional of the Company.
Registration No. IBBI/IPA-001/IP-P00304/2017-18/10568 was 10. The procedures also include examining evidence supporting the
appointed as interim resolution professional (“IRP”) to manage particulars in the Corporate Governance Report on a test basis.
affairs of the Company in accordance with the provisions of Further, our scope of work under this report did not involve
Code. In the first meeting of the committee of creditors held on us performing audit tests for the purposes of expressing an
12th January 2018, Mr. Shailendra Ajmera had been confirmed opinion on the fairness and accuracy of any of the financial
as Resolution Professional (“RP”/”Resolution Professional”) information or the financial statement of the Company taken as
for the Company. Pursuant to the Insolvency Commencement a whole.
Order and in line with the provisions of the Code, the Board
of Directors were suspended and the powers of the Board of Opinion
Directors were to be exercised by IRP / RP. By an order dated
11. Based on the procedures performed by us as referred in
8th June 2018, NCLT has extended the CIRP for a further period
paragraph 9 and 10 above and according to the information and
of 90 days with effect from 12th June 2018.
explanations given to us, we are of the opinion that the Company
3. As per Notification no. SEBI/LAD-NRO/GN/2018/21 dated has complied with the conditions of the Corporate Governance
May 31, 2018, regulations 17, 18, 19, 20 and 21 of the Securities as stipulated in the listing regulations, to the extent applicable, for
& Excange Board of India (Listing Obligations and Disclosure the year ended 31st March 2018 referred to in the paragraph 1
Requirements) Regulations, 2015, related to Board of Directors, above read with paragraph 3 above.
Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee and Risk Management Other Matter and Restriction on Use
Committee respectively, shall not be applicable during the 12. This certificate is neither an assurance as to the future viability of
insolvency resolution process period in respect of a listed the Company nor the efficiency or the effectiveness with which
entity which is undergoing CIRP. According to provisions of the management / resolution professional has conducted the
section 17 of the Insolvency and Bankruptcy Code, 2016 (“the affairs of the Company.
Code”) powers of board of directors be exercised by resolution 13. This certificate is addressed to and provided to the members of
professional. the Company for the purpose of enabling it to comply with its
Management’s and Resolution Professional’s Responsibility obligations under the Listing Regulations and should not be used
4. The preparation of the Corporate Governance Report is the by any other person or for any other purpose. Accordingly, we do
responsibility of the Management / RP of the Company not accept or assume any liability or any duty of care or for any
including the preparation and maintenance of all relevant other purpose or to any other party to whom it is shown or into
supporting records and documents. This responsibility also whose hands it may come without our prior consent in writing.
includes the design, implementation and maintenance of internal We have no responsibility to update this Certificate for events
control relevant to the preparation and presentation of the and circumstances occurring after the date of this Certificate.
Corporate Governance Report.
5. The Management / RP along with the Board of Directors are
also responsible for ensuring that the Company complies with For Chaturvedi & Shah
the conditions of Corporate Governance as stipulated in the Chartered Accountants
Listing Regulations, issued by the Securities and Exchange Board (Registration No. 101720W)
of India.
Auditor’s Responsibility
6. Our responsibility is to provide a reasonable assurance that Vijay Napawaliya
the Company has complied with the conditions of Corporate Place: Mumbai Partner
Governance, as stipulated in the Listing Regulations. Date: 1st December, 2018 Membership No. 109859
33
Independent Auditors’ Report

To the Members of statements that give a true and fair view and are free from material
Ruchi Soya Industries Limited (A Company under corporate misstatement, whether due to fraud or error.
insolvency resolution process vide NCLT order)
AUDITOR’S RESPONSIBILITY
REPORT ON THE STANDALONE FINANCIAL Our responsibility is to express an opinion on these Standalone
STATEMENTS financial statements based on our audit.
We have audited the accompanying Standalone financial We have taken into account the provisions of the Act, the
statements of Ruchi Soya Industries Limited (‘the Company’), accounting and auditing standards and matters which are required
which comprise the Balance Sheet as at 31st March 2018, the to be included in the audit report under the provisions of the
Statement of Profit and Loss (including Other Comprehensive Act and the Rules made there under.
Income), the Cash Flow Statement and the Statement of
We conducted our audit of Standalone financial statement in
Changes in Equity for the year then ended, and a summary of the
accordance with the Standards on Auditing specified under
significant accounting policies and other explanatory information.
Section 143 (10) of the Act. Those Standards require that we
(hereinafter referred to as “the Standalone Financial Statements”)
comply with ethical requirements and plan and perform the audit
The Hon’able National Company Law Tribunal (“NCLT”), to obtain reasonable assurance about whether these Standalone
Mumbai Bench, admitted petition for initiation of Corporate financial statements are free from material misstatement.
Insolvency Process (“CIRP”) u/s 7 of the Insolvency and
An audit involves performing procedures to obtain audit evidence
Bankruptcy Code, 2016 (“the Code”) filed by financial creditors
about the amounts and the disclosures in the Standalone financial
vide order no. CP1371 & CP1372/I&BP/NCLT/MAH/2017
statements. The procedures selected depend on the auditor’s
delivered on 15th December 2017 and appointed an Interim
judgment, including the assessment of the risks of material
Resolution Professional (“IRP”) to manage affairs of the
misstatement of the Standalone financial statements, whether
Company in accordance with the provisions of Code. The
due to fraud or error. In making those risk assessments, the
Committee of Creditors of the Company, in its meeting held on
auditor considers internal financial controls relevant to the
12th January 2018 confirmed the IRP as Resolution Professional
Company’s preparation of the Standalone financial statements
(“RP”) for the Company. In view of pendency of the CIRP the
that give a true and fair view in order to design audit procedures
management of affairs of the Company and power of Board of
that are appropriate in the circumstances. An audit also includes
Directors are now vested with RP. These Standalone Financial
evaluating the appropriateness of the accounting policies used
Statements have been prepared by the management of the
and the reasonableness of the accounting estimates made by the
Company and Certified by Mr. Anil Singhal, Chief Financial Officer
Company’s Directors/Management/Resolution Professional,
and Mr. R. L. Gupta, Company Secretary, and approved by RP.
as well as evaluating the overall presentation of the Standalone
MANAGEMENT’S AND RESOLUTION financial statements.
PROFESSIONAL’S RESPONSIBILITY FOR THE We believe that the audit evidence we have obtained is sufficient
STANDALONE FINANCIAL STATEMENTS and appropriate to provide a basis for our audit opinion on these
The Company’s Board of Directors is responsible for the Standalone financial statements.
matters stated in Section 134(5) of the Companies Act, 2013 BASIS FOR QUALIFIED OPINION
(‘the Act’) with respect to the preparation of these Standalone
financial statements that give a true and fair view of financial (i) As mentioned in Note no. 45 of the Standalone Financial Statement,
position, financial performance including other comprehensive no impairment assessment of tangible and intangible assets in carrying
income, cash flows and changes in equity of the Company in value as at 31st March 2018 is made. Therefore, we are unable to
accordance with the accounting principles generally accepted comment on consequential impairment, if any, that is required to
in India, including the Indian Accounting Standards (‘Ind AS’) be made in carrying value of property, plant and equipment and
prescribed under Section 133 of the Act read with relevant rules intangible assets.
issued there under. This responsibility also includes maintenance (ii) Attention is drawn to Note no. 46 of the Standalone Financial
of adequate accounting records in accordance with the provisions Statement, wherein it is stated that trade receivables are higher by
of the Act for safeguarding the assets of the Company and for ` 1189.24 Lakh as at 31st March 2018 since equivalent amounts
preventing and detecting frauds and other irregularities; selection of funds remitted by the customer is not credited by bank in Company’
and application of appropriate accounting policies; making accounts.
judgments and estimates that are reasonable and prudent; and (iii) Attention is drawn to Note no. 47 of the Standalone Financial
design, implementation and maintenance of adequate internal Statement, regarding non-availability of Demat Statement in respect
financial controls, that were operating effectively for ensuring the of investments amounting to ` 1417.98 Lakh as at 31st March
accuracy and completeness of the accounting records, relevant 2018. Accordingly, we are unable to comment on the possible financial
to the preparation and presentation of the Standalone financial impact, presentation and disclosures, related to those investments.
34
(iv) As mentioned in Note no. 48 of the Standalone Financial Statement:- aforesaid Standalone financial statements give the information
(a) In respect of Company’s borrowings from banks and financial required by the Act in the manner so required and give a true and
institutions aggregating ` 6,59,929.75 Lakh, bank (current fair view in conformity with the accounting principles generally
account and term deposits) balances aggregating ` 17882.96 accepted in India including Ind AS specified under Section
Lakh, bank guarantee given by the Company aggregating to 133 of the Act, of the financial position of the Company as at
` 2947.99 Lakh, independent balance confirmations as at 31st March 2018, and its financial performance including other
31st March 2018 is not received. comprehensive income, its cash flows and the changes in equity
for the year ended on that date.
(b) As a par part of CIRP, creditors were called upon to submit
their claims. In aggregate, claims submitted by the Financial EMPHASIS OF MATTERS
Creditors exceeded the amount as appearing in the books of
(i) We draw attention to the Note no. 44 of the Standalone
W
accounts. The process of submitting claims is still going on and
Financial Statement, regarding preparation of Standalone
it is also under reconciliations with amount as appearing in the
financial statements on going concern basis, which states
books of accounts. Pending reconciliations and final outcome of
that the Company has incurred cash losses, its liabilities
the CIRP, no accounting impact in the books of accounts has
exceeded total assets and its net worth has been fully
been made in respect of excess, short, or non-receipts of claims
eroded as on 31st March 2018. In view of the continuing
for operational and financial creditors. Hence, consequential
default in payment of dues, certain lenders have sent
impact, if any, on the Standalone financial statements is not
notices/letters recalling their loans given and called upon
currently ascertainable.
the Company to pay entire dues and other liability, receipt
(v) Attention is drawn to Note No. 49 of Standalone Financial of invocation notices of corporate guarantees given by
Statement:- the Company, while also invoking the personal guarantee
(
(a) Re
Regarding non-recognition of interest amounting to of promoter director. Few of the lenders also issued
` 345,61.14 Lakh, subsequent to Insolvency Commencement willful defaulter notices and filed petition for winding up
Date i.e. 15th December 2017, on borrowing from banks of the Company. Capacity utilization of manufacturing
and financial institutions, customer advances, inter corporate processing facilities is very low and Corporate Insolvency
deposits and security deposits received, which is not in compliance Process against the Company is in process. Since the CIRP
with requirements of Ind AS - 23 on “Borrowing Cost” read is currently in progress, as per the Code, it is required that
with Ind AS - 109 on “Financial Instruments”. the Company be managed as a going concern during the
(
(b) The Company has not translated foreign currency trade CIRP. The Standalone financial Statements is continued
payables, certain trade receivables, borrowings and customer to be prepared on going concern basis. However there
advance as at 31st March 2018 using closing exchange rate exists material uncertainty about the Company’s ability to
having an impact on exchange difference loss of ` 1926.86 continue as going concern since the same is dependent
Lakh. The same is not in compliance with Ind AS – 21 on upon the resolution plan to be formulated and approved by
“The Effects of Changes in Foreign Exchange Rates” NCLT. The appropriateness of preparation of Standalone
Financial Statements on going concern basis is critically
(
(c) Had provision for interest and exchange difference would
dependent upon CIRP as specified in the Code.
be recognised, finance cost, total expenses, loss for the year
and total comprehensive income would have been higher by (ii) Attention is drawn to Note No. 33 (A) (c) (ii) of the
` 364,88.00 Lakh having consequential impact on other Standalone Financial Statement, regarding impounding
current financial liability and other equity of three plants at Kandla Gujarat i.e. Edible Oil Refinery,
Oleochem Division and Guargum Division by the Gujarat
(vi) We have been informed by Resolution Professional that certain
W
Commercial Tax Department against their VAT claim of
information including the minutes of meetings of the Committee
` 405.19 Crore.
of Creditors and the outcome of certain procedures carried out as a
part of the CIRP are confidential in nature and could not be shared Our Opinion is not modified in respect of the above said
with anyone other than the Committee of Creditors and NCLT. matters.
Accordingly, we are unable to comment on the possible financial impact,
OTHER MATTERS
presentation and disclosures, if any, that may arise if we have been
provided access to those information. (i) The standalone financial statement of the Company for
the year ended 31st March 2017 were audited by P.D.
QUALIFIED OPINION Kunte & Co., Chartered Accountants (Firm registration
no. 105479W) who expressed modified opinion dated
In our opinion and to the best of our information and according
30 May 2017.
to the explanations given to us, except for the possible effects of the
matter described in Paragraphs above “Basis for Qualified Opinion”, the (ii) We did not audit the financial statements of two branches
W
of Company at Peddapuram and Ampapuram included
35
in the Standalone Financial Statements which reflect total comply with Ind AS prescribed under Section 133 of
assets of ` 40012.81 Lakh as at 31st March 2018 and total the Act read with relevant rules there under;
revenues of ` 41505.16 Lakh for the year ended on that f
f. On the basis of the written representations received
date and net cash outflows of ` 549.76 Lakh. The financial from the directors of the Company as on 31st March
statements of these branches have been audited by the 2018, and taken on record in the meeting of RP, we
branch auditors whose reports have been furnished to us report that none of the directors is disqualified as on
and our opinion in so far as it relates to the amounts and 31st March 2018 from being appointed as a director
disclosures included in respect of these branches, is based in terms of Section 164(2) of the Act;
solely on the report of the branch auditors.
g. The matters described in the Basis for Qualified
Our opinion is not modified in respect of above said Opinion paragraph above, and matters described in
matters. paragraphs above under the Emphasis of Matters,
in our opinion, may have an adverse effect on the
REPORT ON OTHER LEGAL AND REGULATORY
functioning of the Company;
REQUIREMENTS
h. With respect to the adequacy of the internal financial
1. As required by the Companies (Auditor’s Report) Order,
controls over financial reporting of the Company and
2016, issued by the Central Government of India in terms
the operating effectiveness of such controls, refer to
of sub-section (11) of section 143 of the Act (“the Order”),
our separate Report in “Annexure B”;
and on the basis of such checks of the books and records of
the Company as we considered appropriate and according i. The qualifications relating to the maintenance of
to the information and explanations given to us, we give accounts and other matters connected therewith are
in the “Annexure A” a statement on the matters specified as stated in the Basis for Qualified Opinion paragraph
in paragraphs 3 and 4 of the Order. above;
2. Further to our comment in the Annexure A, as required j. With respect to the other matters to be included in
by Section 143 (3) of the Act, we report that: the Auditor’s report in accordance with Rule 11 of
the Companies (Audit and Auditor’s) Rules, 2014, in
a. We have sought and except for matters described in the Basis
W
our opinion and to the best of our information and
for Qualified Opinion paragraph above have obtained all
according to the explanations given to us:
the information and explanations which to the best
of our knowledge and belief were necessary for the i. The Company, as detailed in Note no. 33 to the
purposes of our audit; Standalone financial statements, has disclosed
the impact of pending litigations on its financial
b
b. Except for the possible effects of the matters described in
position.
the Basis for Qualified Opinion paragraph above, in our
opinion, proper books of account as required by law ii. The Company has made provision as required
have been kept by the Company so far as it appears under applicable law or accounting standard,
from our examination of those books; for material foreseeable losses, if any, on long
term contracts including derivative contracts.
c. The reports on the accounts of the branch offices
of the Company audited under Section 143(8) of iii. There has been no delay in transferring
the Act by branch auditors have been sent to us and amounts, required to be transferred, to the
have been properly dealt with by us in preparing this Investor Education and Protection Fund by
report; the Company.
d. The Balance Sheet, the Statement of Profit and Loss For Chaturvedi & Shah
(including other comprehensive income), the Cash Chartered Accountants
Flow Statement and the Statement of Changes in Firm Registration No. 101720W
Equity dealt with by this report are in agreement
with the books of account and returns received from
branches not visited by us; Vijay Napawaliya
e. Except for the possible effects of the matters described in Place: Mumbai Partner
the Basis for Qualified Opinion paragraph above, in our Date: 7th June 2018 Membership No. 109859
opinion, the aforesaid Standalone financial statements
36
“Annexure A” to Independent Auditors’ Report

(Referred to in paragraph 1 under the heading “Report on Other Legal and Regulatory Requirements” of our report of even date
to the members of the Ruchi Soya Industries Limited on the Standalone financial statements for the year ended 31st March 2018)
(i) In respect of fixed assets:- (iv) In our opinion and according to the information and
(a) The Company has maintained proper records showing explanations given to us, during the year, the Company
full particulars, including quantitative details and has not made any loan, investment and guarantees to any
situation of the fixed assets. person specified under section 185 and section 186 of
(
(b) As explained to us, the fixed assets are physically the Companies Act, 2013. Therefore, the provisions of
paragraph 3(iv) of the Order are not applicable to the
verified by the management during / at the end of
Company.
the year, which in our opinion is reasonable having
regard to the size of the Company and the nature (v) The Company has not accepted any deposits from the
of its assets. No material discrepancies were noticed public within the meaning of Sections 73, 74, 75 and 76
on such physical verification as compared with the of the Act and the Rules framed there under to the extent
available records. notified. During the year, no order has been passed by the
Company Law Board or National Company Law Tribunal
(c) In our opinion and according to information and or Reserve Bank of India or any court or any other Tribunal.
explanations given to us and on the basis of our
examination of available records of the Company, (vi) Pursuant to the rules made by the Central Government of
India, the Company is required to maintain cost records
the title deeds of immovable properties are held in
as specified under Section 148(1) of the Act in respect of
the name of the Company except the following :-
its products. We have broadly reviewed the same, and are
(` In Lakh)
(` of the opinion that, prima facie, the prescribed accounts
Particulars Leasehold Freehold T
Total and records have been made and maintained. We have not,
Land Land however, made a detailed examination of the records with
No. of cases 1 3 4 a view to determine whether they are accurate or complete.
Gross Block as on 71.55 110.05 181.60 (vii) (a) According to the records of the Company and
information and explanations given to us, the
31st March 2018
Company has generally been regular except slight
Net Block as on — 110.05 110.05 few delays in few cases, in depositing undisputed
31st March 2018 statutory dues, including provident fund, employees’
(ii) In respect of its inventories:- state insurance, income tax, sales-tax, service tax, duty
As explained to us, inventories have been physically verified of customs, duty of excise, value added tax, goods
during the year by the management except goods in transit and service tax, cess and any other statutory dues to
and stocks with third parties. In our opinion the frequency the appropriate authorities as applicable during the
year. According to the information and explanations
of verification is reasonable. Discrepancies noticed on
given to us, no undisputed amounts payable in respect
physical verification of the inventories between the physical
of such statutory dues were outstanding as at 31st
inventories and book records were not material, having
March, 2018 for a period of more than six months
regard to the size of the operations of the Company and
from the date they became payable.
the same have been properly dealt with.
(
(b) According to the information and explanations given
(iii) The Company has not granted any loans, secured to us and the records of the Company examined
or unsecured, to companies, firms, Limited Liability by us, there are no dues of income-tax, sales-tax,
Partnerships or other parties covered in the register service-tax, duty of customs, duty of excise, value
maintained under section 189 of the Companies Act, 2013. added tax and goods and service tax, which have not
Therefore, the provision of paragraph 3 (iii) of the Order been deposited on account of any dispute except as
are not applicable to the Company. mentioned below:-
(` In Lakh)
(`
Name of the Statute Nature of Dues Amount Amount Period to which Forum where
Disputed deposited Dispute Relates Dispute is Pending
under Protest
The Central Sales Tax Act, V Tax/Sales Tax/
Vat 16,220.05 633.63 1999 & 2000-03, High Court
1956, VAT Act and Local Entry Tax/Sales Tax 2003-2009, 2010-11
Sales Tax Acts Demand and penalty, & 2012-18
as applicable
77,22.31 606.77 1997,98,1999-2000, Tribunal (CESTAT)
T
2000-01,2002-2014
37
Annexure A to Independent Auditors’ Report

(Contd..)
(` In Lakh)
(`
Name of the Statute Nature of Dues Amount Amount Period to which Forum where
Disputed deposited Dispute Relates Dispute is Pending
under Protest
3,290.70 751.46 2001 to 2016 Commissioner Appeals
59,783.67 917.02 1999 to 2018 DC Appeals / Joint
Commissioner ((Appeals)
525.68 28.97 2002-2006 Settlement
Commission
The Central Excise Excise Duty 454.79 14.89 2004-05, 2005-06 High Court
Act, 1944 6,910.33 29.55 2001-02 to 2014-15 T
Tribunal
144.44 2.58 2005-06 to 2014-15 Commissioner ((Appeals)
Service Tax under Finance Service Tax 1,168.36 29.14 2002-03, 2008-09 T
Tribunal
Act, 1994 to 2012-13
227.23 7.8 2006-07 to 2013-14, Commissioner ((Appeals)
2014-15
The Customs Duty Act, 1962 Custom Duty 5,003.43 108.16 2001-02,2002-03, Supreme Court
2003-04 & 2015-16
5,663.99 92.78 2001-02 to 2004-05 High Court
2006-07, 2007-08
and 2015-16
16,795.90 18.69 1998-99, 2000-2001, Tribunal CESTAT
T
2003-04 to 2006-07
and 2012-13 to
2013-14
247.91 2.00 2003-04, 2005-06, Commissioner ((Appeals)
2006-07, 2013-14
1,738.30 556.31 2001-02, 2004-05 AC Appeals / DC
& 2009-10 Appeals
The Income Tax Act, 1961 Income Tax 1,944.03 627.92 2007-08 to 2013-14 Commissioner Appeals
50.32 — 2007-08 DC Appeals / Joint
Commissioner(
Commissioner(Appeals)
57.59 — 2006-07 to 2014-15 Assessment
Total 12,79,49.03 44,27.67
(viii) According to the records of the Company examined by us and the information and explanation given to us, the Company has
not defaulted in repayment of loans or borrowings to any financial institution or bank and government as at balance sheet
date except as mentioned below. There are no dues to debenture holders as at the balance sheet date.
A. In respect of Term loans from banks:
(` In Lakh)
(`
Particulars Amount of continuing default
as on 31st March 2018
Principal Interest * Period of Default
TERM LOAN-STATE BANK INDIA. (CORP-IV) 8,999.62 1,382.29 As per R
Recall Notice vide dated April 07,2017
TERM LOAN-STATE BANK INDIA-65CR. G’GUM 2,578.66 371.11 As per R
TERM LOAN-STATE BANK OF INDIA (CTL-V ) 17,000.00 2,656.78 As per R
TERM LOAN-STATE BANK OF INDIA-60CR 3,531.02 642.43 As per R
ECB-DBS BANK,SINGAPORE (ECB - II & III) 22,177.15 2,074.55 As per R
Recall Notice vide dated September 23,2016
FCCB-STANDARD CHARTERED BANK –SCB 3,190.27 295.82 As per R
Recall Notice vide dated January 25,2017
Total 57,476.72 7,422.99
* Interest accrued up to 15th December 2017
38

(Contd..)
B. In respect of Short term loans from various banks:

(` In Lakh)
(`
Particulars Amount of continuing default
as on 31st March 2018
Principal Interest * Period of Default
State Bank of India – Group 1,29,732.69 15,275.34 As per R
Recall Notice vide dated 07.04.2017
Central Bank of India 43,114.83 2,851.25 As per R
Punjab National Bank 61,749.75 1,184.39 Financial Y
Year 2016-17 to 2017-18
Standard Chartered Bank 35,152.41 — As per R
Corporation Bank 45,020.49 5,593.23 As per R
ICICI Bank Limited 39,090.14 15.38 Financial Y
Year 2015-16 to 2017-18
IDBI 46,497.00 3,529.00 As per R
Bank of India 30,501.39 4,825.92 As per R
UCO Bank 29,070.15 5,100.41 As per R
Recall Notice NPA w.e.f.23.09.2016
Union Bank of India 24,016.46 5,060.88 As per R
Syndicate Bank 25,785.80 3,013.11 As per R
Bank of Maharashtra 23,252.67 3,102.69 Financial Y
Year 2015-16 to 2017-18
Axis Bank Limited 24,131.59 1,379.91 As per R
Bank of Baroda 21,683.54 1,991.16 As per R
IDFC - Edelweiss ARC 19,303.21 3,863.85 As per R
Dena Bank 18,877.01 2,672.99 As per R
Karur Vysya Bank 8,737.75 42.00 Financial Y
Year 2015-16 to 2017-18
HDFC Bank 13501.51 2,768.40 Financial Y
Year 2013-14 to 2017-18
Oriental Bank of Commerce 12,876.00 1,145.00 As per R
Rabo Bank 72,977.30 4,862.68 As per R
Review Letter vide dated 10.08.2016
DBS Bank – India 2,944.74 269.91 As per R
ANZ** 19,005.65 713.79 Financial Y
Year 2015-2016 (As per endorsement)
TOTAL 7,47,022.08 69,261.29
* Interest accrued up to 15th December 2017
C. In respect of sales tax deferment:
(` In Lakh)
(`
Particulars Amount of Continuing Period of default
default as on 31st March 2018
def
IFST Deferral scheme of Government, 56.87 Outstanding since December 2017 –
Tamilnadu Monthly pa
payment.
(ix) According to the information and explanations given to us, we have neither come across any instance of material
us, the Company did not raise any moneys by way of fraud by the Company or on the Company by its officers
initial public offer, further public offer (including debt or employees, noticed or reported during the year, nor have
instruments) and no term loans was raised during the year. we been informed of any such case by the Management/
Therefore, the provisions of Clause 3(ix) of the Order are RP. However, we have been informed that Company has
not applicable to the Company. received communication dated 10th May 2018 from Serious
(x) During the course of our examination of the books and Fraud Investigation Office, Ministry of Corporate Affairs,
records of the Company, carried out in accordance with New Delhi regarding investigation into the affairs of the
the generally accepted auditing practices in India, and Company under section 212 (1) of the Companies Act,
according to the information and explanations given to 2013.
39

(Contd..)
(xi) In our opinion and according to the information and convertible debentures. Therefore, the provisions of Clause
explanations given to us, the Company has paid or provided 3(xiv) of the Order are not applicable to the Company.
managerial remuneration in accordance with the requisite (xv) According to the information and explanations given
approvals mandated by the provision of section 197 read to us, the Company has not entered into any non-cash
with Schedule V to the Act. transactions with directors or persons connected with him.
(xii) As the Company is not a Nidhi Company and the Nidhi Therefore, the provisions of Clause 3(xv) of the Order are
Rules, 2014 are not applicable to it the provisions of Clause not applicable to the Company.
3(xii) of the Order are not applicable to the Company. (xvi) The Company is not required to be registered under section
(xiii) The Company has entered into transactions with related 45-1A of the Reserve Bank of India Act, 1934.
parties in compliance with the provisions of Sections
177 and 188 of the Act. The details of such related party For Chaturvedi & Shah
transactions have been disclosed in the standalone financial Chartered Accountants
statements as required under Indian Accounting Standard Firm Registration No. 101720W
(Ind AS) 24, Related Party Disclosures specified in the
Companies (Indian Accounting Standards) Rules, 2015 (as
amended) under Section 133 of the Act. Vijay Napawaliya
(xiv) During
Dur the year, the Company has not made any preferential Place: Mumbai Partner
allotment or private placement of shares or fully or partly Date: 7th June 2018 Membership No. 109859
40
“Annexure B” to the Independent Auditors’ Report

Referred to in paragraph 2(h) under the heading “Report on Other Legal and Regulatory Requirements” of our report
of even date to the members of the Ruchi Soya Industries Limited on the Standalone financial statements for the year
ended 31st March 2018.
R E P O RT O N T H E I N T E R NA L F I NA N C I A L MEANING OF INTERNAL FINANCIAL CONTROLS

CONTROLS UNDER CLAUSE (I) OF SUB-SECTION OVER FINANCIAL REPORTING
3 OF SECTION 143 OF THE COMPANIES ACT, 2013 A Company’s internal financial control over financial reporting
(“THE ACT”) is a process designed to provide reasonable assurance regarding
We have audited the internal financial controls over financial the reliability of financial reporting and the preparation of
reporting of Ruchi Soya Industries Limited (“the Company”) standalone financial statements for external purposes in
as of 31st March 2018 in conjunction with our audit of the accordance with generally accepted accounting principles. A
Standalone financial statements of the Company for the year company’s internal financial control over financial reporting
ended on that date. includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL fairly reflect the transactions and dispositions of the assets of
FINANCIAL CONTROLS the company; (2) provide reasonable assurance that transactions
The Company’s management is responsible for establishing and are recorded as necessary to permit preparation of standalone
maintaining internal financial controls based on the internal control financial statements in accordance with generally accepted
over financial reporting criteria established by the Company accounting principles, and that receipts and expenditures of the
considering the essential components of internal control stated company are being made only in accordance with authorizations
in the Guidance Note on Audit of Internal Financial Controls of management, directors and RP of the company; and (3)
over Financial Reporting issued by the Institute of Chartered provide reasonable assurance regarding prevention or timely
Accountants of India. These responsibilities include the design, detection of unauthorized acquisition, use, or disposition of
implementation and maintenance of adequate internal financial the company’s assets that could have a material effect on the
controls that were operating effectively for ensuring the orderly standalone financial statements.
and efficient conduct of its business, including adherence to
company’s policies, the safeguarding of its assets, the prevention I N H E R E N T L I M I TA T I O N S O F I N T E R NA L
and detection of frauds and errors, the accuracy and completeness FINANCIAL CO NTRO L S OV E R FINANCIAL
of the accounting records, and the timely preparation of REPORTING
reliable financial information, as required under the Companies Because of the inherent limitations of internal financial controls
Act, 2013. over financial reporting, including the possibility of collusion
or improper management override of controls, material
AUDITORS’ RESPONSIBILITY misstatements due to error or fraud may occur and not be
Our responsibility is to express an opinion on the Company’s detected. Also, projections of any evaluation of the internal
internal financial controls over financial reporting based on our financial controls over financial reporting to future periods
audit. We conducted our audit in accordance with the Guidance are subject to the risk that the internal financial control over
Note on Audit of Internal Financial Controls Over Financial financial reporting may become inadequate because of changes
Reporting (the “Guidance Note”) and the Standards on Auditing, in conditions, or that the degree of compliance with the policies
prescribed under section 143(10) of the Companies Act, 2013, or procedures may deteriorate.
to the extent applicable to an audit of internal financial controls, OPINION
both issued by the Institute of Chartered Accountants of India.
Those Standards and the Guidance Note require that we comply According to the information and explanations given to us and
with ethical requirements and plan and perform the audit to obtain based on the audit of test of controls, except for strengthening
reasonable assurance about whether adequate internal financial of documentation of policies regarding delegation of authority
controls over financial reporting was established and maintained and access rights to financial records and process of archival
and if such controls operated effectively in all material respects. of records and periodic review which we are informed that
Our audit involves performing procedures to obtain audit is in process, in our opinion, the Company has, in all material
evidence about the adequacy of the internal financial controls respects, an adequate internal financial controls system over
system over financial reporting and their operating effectiveness. financial reporting and such internal financial controls over
Our audit of internal financial controls over financial reporting financial reporting were operating effectively as at 31st March
included obtaining an understanding of internal financial controls 2018, based on the internal control over financial reporting
over financial reporting, assessing the risk that a material weakness criteria established by the Company considering the essential
exists, and testing and evaluating the design and operating components of internal control stated in the Guidance Note on
effectiveness of internal control based on the assessed risk. Audit of Internal Financial Controls Over Financial Reporting
The procedures selected depend on the auditor’s judgement, issued by the Institute of Chartered Accountants of India.
including the assessment of the risks of material misstatement For Chaturvedi & Shah
of the standalone financial statements, whether due to fraud Chartered Accountants
or error. Firm Registration No. 101720W
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on Vijay Napawaliya
the Company’s internal financial controls system over financial Place: Mumbai Partner
reporting. Date: 7th June 2018 Membership No. 109859
41

Balance Sheet as at March 31, 2018
( in lakh)
(`
Particulars Notes As at March 31, As at March 31,
2018 2017
I. ASSETS
(1) Non-current assets
(a) Property, plant and equipment 3 3,84,167.70 3,98,514.20
(b) Capital work-in-progress 3 2,812.25 2,916.26
(c) Intangible assets 4 1,51,634.34 1,51,695.08
(d) Financial Assets 5
(i) Investments 5(a) 3,471.48 8,778.23
(ii) Loans 5(b) 3,912.67 6,559.01
(ii) Others 5(c) 930.69 938.76
(e) Other non-current assets 6 10,394.76 11,492.57
Total Non-current assets 5,57,323.89 5,80,894.11
(2) Current assets
(a) Inventories 7 1,19,106.35 1,23,885.57
(b) Financial Assets 8
(i) Investments 8(a) 1,579.63 108.59
(ii) Trade receivables 8(b) 24,961.47 5,07,528.11
(iii) Cash and cash equivalents 8(c) 3,701.34 8,156.33
(iv) Bank balances other than (iii) above 8(d) 13,942.15 6,199.66
(v) Loans 8(e) 559.03 1,119.10
(vi) Others 8(f) 2,043.22 5,300.68
(c) Other Current Assets 9 42,274.90 92,033.01
Assets Classified as held for Sale 10 367.56 367.57
Total Current assets 2,08,535.65 7,44,698.62
Total Assets 7,65,859.54 13,25,592.73
II. EQUITY AND LIABILITIES
Equity
(a) Equity share capital 11 6,529.41 6,529.41
(b) Other Equity 12 (4,61,388.89) 95,841.20
Total Equity (4,54,859.48) 1,02,370.61
LIABILITIES
(1) Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings 13 5,775.68 6,061.75
(b) Deferred tax liabilities (Net) 14 — 44,535.95
(c) Other non-current liabilities 15 606.47 799.32
Total Non-Current Liabilities 6,382.15 51,397.02
(2) Current liabilities
(a) Financial Liabilities 16
(i) Borrowings 16(a) 6,59,209.83 4,55,592.08
(ii) Trade payables 16(b) 2,90,791.90 5,18,070.32
(iii) Other financial liabilities 16(c) 2,52,923.52 1,83,059.48
(b) Other current liabilities 17 10,482.80 14,031.53
(c) Provisions 18 755.82 849.63
(d) Current tax liabilities (Net) 19 - 49.06
Liabilities directly associated with assets classified as held for sale 20 173.00 173.00
Total Current liabilities 12,14,336.87 11,71,825.10
Total Equity and Liabilities 7,65,859.54 13,25,592.73
See accompanying Notes to the financial statements from 1 to 51
As per our report of even date attached For Ruchi Soya Industries Limited
For Chaturvedi and Shah Shailendra Ajmera R. L. Gupta
Chartered Accountants Resolution Professional Company Secretary
(Firm Registration No. 101720W) IP Registration no.IBBI/IPA-001/
IP-P00304/2017-18/10568
Vijay Napawaliya Anil Singhal
Partner Chief Financial Officer
Membership no. 109859
Place: Mumbai Place: New Delhi
Date: June 7, 2018 Date: June 7, 2018
42

Statement of Profit and Loss for the year
ended March 31, 2018 ( in lakh)
(`
Particulars Notes For the year ended For the year ended
March 31, 2018 March 31, 2017
INCOME
I Revenue from Operations 21 11,99,413.30 18,52,689.74
II Other Income 22 3,514.73 9,348.19
III Total Income (I+II ) 12,02,928.03 18,62,037.93
IV EXPENSES
Cost of materials consumed 23 9,20,872.09 10,48,097.45
Purchases of Stock-in-Trade 24 1,42,570.08 5,78,311.09
Changes in inventories of finished goods, work-in-progress and stock in trade 25 563.52 24,070.19
Employee Benefits Expense 26 15,741.32 18,667.04
Finance Costs 27 85,573.39 86,490.84
Depreciation, amortisation and impairment Expenses 28 14,036.69 15,605.55
Provision for Doubtful Debts, Advances, Bad Debts, Financial guarantee 29 5,15,017.83 1,30,297.47
obiligations and Others
Other Expenses 30 1,09,577.51 1,28,031.75
Total Expenses 18,03,952.43 20,29,571.38
V Profit/(loss) before exceptional items and tax (III-IV) (6,01,024.40) (1,67,533.45)
VI Exceptional Items 31 - 4,490.40
VII Profit/(loss) before tax (V-VI) (6,01,024.40) (1,63,043.05)
VIII Tax expense
Current Tax - -
Deferred Tax 14 (44,535.95) (37,023.31)
Tax for earlier years 839.54 (299.93)
IX Profit/(loss) after tax for the year (VII-VIII) (5,57,327.99) (1,25,719.81)
X (A) Other Comprehensive Income 32
(i) Items that will not be reclassified to statement of profit or 103.48 (648.52)
loss
Tax relating to above items - (28.26)
(B) Hedge Reserves 32
(i) Items that will be reclassified to statement of profit or loss
Fair Value Changes in hedge reserve - 200.30
XI Total comprehensive income for the year (5,57,224.51) (1,26,196.29)
XII Earnings per equity share of face value of 40
` 2 each
Basic and Diluted earnings per share
a Basic (in `) (170.73) (44.41)
b Diluted (in `) (170.73) (44.41)
IP-P00304/2017-18/10568
43
a. Equity share capital (` In Lakh)
44
March 31, 2018 March 31, 2017
No. of Shares Amount No. of Shares Amount
Balance at the beginning of the reporting year 3,341.01 6,682.01 3,341.01 6,682.01
Changes in Equity share capital during the year — — — —

3,341.01 6,682.01 3,341.01 6,682.01
Less: 76,30,115 ( Previous year 76,30,115 Treasury Equity Shares) [Refer Note 11(h)] 76.30 152.60 76.30 152.60
Balance at the end of the reporting year 3,264.71 6,529.41 3,264.71 6,529.41
b. Other Equity
(i) As at March 31, 2018 [ Refer Note 12 ] (` In Lakh)

Particulars Reserves and Surplus Total
Note Capital Share Securities General Business Capital Effective Foreign Equity Retained
Reference Redemption Options Premium Reserve development Reserve portion of Currency Instruments Earnings
Reserve Outstanding Account reserve Cash Flow Monetary through Other
Account Hedges Item Comprehensive
Translation Income
Difference
Account
Balance at the beginning of the reporting year 8,770.98 110.25 45,186.45 41,775.98 60.68 3,328.75 - (125.82) (9,169.96) 5,903.89 95,841.20
Profit/(Loss) for the year - - - - - - - - (5,57,327.99) (5,57,327.99)

Other Comprehensive Income for the year (net of tax) 32 - - - - - - - - 50.54 52.94 103.48
Total comprehensive income for the year - - - - - - - - 50.54 (5,57,275.05) (5,57,224.51)
Transactions with the owners in their capacity as -
the owners
- Employee Stock option expenses 12 B (70.72) (70.72)
Other changes during the year - - - -
- Current Year charge to Business development Reserve 12 E (60.68) (60.68)
- Charge during the year to Foreign Currency Monetary 12 H 125.82 125.82
for the year ended March 31, 2018
Item Translation Difference Account

Balance at the end of the reporting year 8,770.98 39.53 45,186.45 41,775.98 0.00 3,328.75 - - (9,119.42) (5,51,371.16) (4,61,388.89)
Statement of Changes in Equity (SOCIE)
(ii) As at March 31, 2017 [ Refer Note 12 ] (` In Lakh)

Note Capital Share Securities General Business Capital Effective Foreign Equity Retained
Reference Redemption Options Premium Reserve development Reserve portion of Currency Instruments Earnings
Reserve Outstanding Account reserve Cash Flow Monetary through Other
Account Hedges Item Comprehensive
Translation Income
Difference
Account
Balance at the beginning of the reporting year 8,770.98 98.76 45,186.45 41,775.98 19,325.45 3,328.75 (200.30) (605.38) (8,439.77) 1,31,570.29 2,40,811.21
Profit/( Loss) for the year - - - - - - - - (1,25,719.81) (1,25,719.81)
Other Comprehensive Income for the year ( net of tax) 32 - - - - - - - (730.19) 53.41 (676.78)
Total comprehensive income for the year - - - - - - - - (730.19) (1,25,666.40) (1,26,396.59)
Deferred hedging gains/ (losses) and cost of hedging 32 200.30 200.30
transferred to P&L during The year
- Transactions with the owners in their capacity
as the owners
- Employee Stock option expenses 12 B 11.49 11.49
- Other changes during the year
- Current Year charge to Business development Reserve 12 E (19,264.77) (19,264.77)
- Charge during the year to Foreign Currency Monetary 12 H 479.56 479.56
Item Translation Difference Account

- Balance at the end of the reporting year 8,770.98 110.25 45,186.45 41,775.98 60.68 3,328.75 - (125.82) (9,169.96) 5,903.89 95,841.20
IP-P00304/2017-18/10568
Statement of Changes in Equity (SOCIE)
for the year ended March 31, 2018 (Contd.)
45

Statement of Cash Flows for the year ended
March 31, 2018
(` In Lakh)
Particulars For the year ended For the year ended

March 31, 2018 March 31, 2017
(A) CASH FLOW FROM OPERATING ACTIVITIES
Profit/(Loss) before tax (6,01,024.40) (1,63,043.05)
Adjustments for:
Depreciation, amortisation and impairment Expenses 14,036.69 15,605.55
Net Gain on Sale/Discard of Fixed Assets 103.15 (7.43)
Amounts charged directly to Other Comprehensive Income — (648.52)
Share-based payment expense (70.72) 11.48
Impairment on investments and Fair value adjustments (net) 3,983.98 3,577.35
Deemed Investment on account of corporate guarantee — (352.20)
Interest Income (420.52) (3,311.85)
Dividend Income (4.42) —
Finance costs 85,573.39 79,885.27
Loss on foreign currency transaction/translation 208.43 3,336.00
Provision for Doubtful Debts, advances and Bad debts 5,15,017.83 1,26,962.89
Provision for Gratuity and compensated absences (93.81) (357.85)
Amount Debited to Business Development Reserve — (19,264.77)
(Gain)/loss on sale of Investment — (4,490.40)
Provision from loss in LLP 0.24 18.31
Net unrealised exchange loss/(gain) — (13,145.07)
Operating profit before working capital changes 17,309.84 24,775.71
Working capital adjustments
(Increase)/ Decrease in inventories 4,779.22 1,11,929.78
(Increase)/ Decrease in trade and other receivables 28,128.49 55,992.68
Increase/ (Decrease) in trade and other payables (1,65,597.55) (1,33,986.65)
Cash generated from operations (1,15,380.00) 58,711.52
Income Tax paid (10.51) (1,007.09)
Net cash flows from operating activities (1,15,390.51) 57,704.43
(B) CASH FLOW FROM INVESTING ACTIVITIES
Payment for Purchase and Construction of Property, Plant and Equipment (165.82) (855.24)
Proceeds from sale of Property, Plant and Equipment 451.55 236.07
Proceeds from sales/(Purchase) of Investments — 6,967.38
(Increase)/ Decrease in Other Balance with Banks (7,742.49) 938.65
Interest income 420.52 3,311.85
Dividend received 4.42 —
Net cash flows from investing activities (7,031.82) 10,598.71
46
(` In Lakh)

March 31, 2018 March 31, 2017
(C) CASH FLOW FROM FINANCING ACTIVITIES
Finance Cost (85,573.39) (79,885.27)
Realised Foreign Exchange gain 209.05 (16,481.07)
Increase/(decrease) in Borrowings and Finance charges 2,03,331.68 29,254.61
Net cash flows from financing activities 1,17,967.34 (67,111.73)
Net increase / (decrease) in cash and cash equivalents (4,459.13) 1,191.41
Cash and cash equivalents at the beginning of the year 8,156.33 6,964.92
Cash and cash equivalents at the end of the year 3,701.34 8,156.33
Reconciliation of Cash and Cash equivalents with the Balance Sheet
Cash and Bank Balances as per Balance Sheet [Note 8c]
Cash on hand 68.90 76.15
Bank balances (including bank deposits) 3,632.44 8,080.18
Cash and Cash equivalents as restated as at the year end 3,701.34 8,156.33
Note: -
1 Previous year figure have been regrouped and reclassified wherever necessary.
2 The above statement of cash flow has been proposed under the indirect method as set out in Ind AS 7 “Statement of Cash
Flow.”
Changes in liability arising from financing activity :-

Particulars 1st April, 2017 Cash Flow* Foreign exchange 31st March 2018
movement
Borrowings - Current & Current maturities 5,14,623.61 2,02,048.19 — 7,16,671.80
*Represent Development of Letter of Credit
IP-P00304/2017-18/10568
47
Notes
to the Financial Statements for the year ended March 31, 2018
(iii) Net defined benefit plans- Plan assets measured at fair value
NOTE 1-2 less present value of defined benefit obligation.
1 CORPORA
CORPORATE INFORMATION Determining the Fair Value
Ruchi Soya Industries Limited (‘the Company’) is While measuring the fair value of an asset or a liability, the
a Public Limited Company engaged primarily in the Company uses observable market data as far as possible.
business of processing of oil-seeds and refining of crude Fair values are categorised into different levels in a fair
oil for edible use. The Company also produces oil meal, value hierarchy based on the inputs used in the valuation
food products from soya and value added products from techniques as follows.
downstream and upstream processing. The Company is also Level 1: Quoted prices (unadjusted) in active markets for
engaged in trading in various products and generation of identical assets or liabilities.
power from wind energy. The Company has manufacturing Level 2: inputs other than quoted prices included in Level
plants across India and is listed on the Bombay Stock 1 that are observable for the asset or liability, either directly
Exchange Limited (BSE) and National Stock Exchange (i.e. as prices) or indirectly (i.e. derived from prices).
of India Limited (NSE). The Company’s registered
office is at Ruchi House, Royal Palms, Survey No. 169,
Level 3: inputs for the asset or liability that are not based
on observable market data (unobservable inputs).
Aarey Milk Colony, Near Mayur Nagar, Goregaon (E),
Mumbai – 400065, Maharashtra. If the inputs used to measure the fair value of an asset or a
Corporate Insolvency Resolution Process (“CIRP”) has liability fall into different levels of the fair value hierarchy,
been initiated in case of the Company vide an order no. then the fair value measurement is categorised in its entirety
CP1371 & CP1372/I&BP/NCLT/MAH/2017 delivered in the same level of the fair value hierarchy as the lowest
on 15th December 2017 of Hon’able National Company level input that is significant to the entire measurement.
Law Tribunal (“NCLT”), Mumbai Bench under the d Use of Estimates and Judgement
Provisions of the Insolvency and Bankruptcy Code, 2016
The preparation of financial statements in accordance
(the Code). Pursuant to the order, the management of
with Ind AS requires management to make judgements,
affairs of the Company and powers of board of directors
estimates and assumptions that affect the application of
of the Company are now vested with the Resolution
accounting policies and the reported amount of assets,
Professional (“RP”) who is appointed by the Committee
liabilities, income and expenses. Actual results may differ
of Creditors (“CoC”). These financial statements have been
from these estimates.
prepared by the management of the Company and certified
by Mr. Anil Singhal, Chief Financial Officer and Mr. R. L. Estimates and underlying assumptions are reviewed on
Gupta, Company Secretary, and approved by Resolution an ongoing basis. Revisions to the accounting estimates
Professional Mr. Shailendra Ajmera [ IP Registration are recognized in the period in which the estimates are
no.IBBI/IPA-001/IP-P00304/2017-18/10568]. known or materialised. The most significant estimates and
assumptions are described below:
2 BASIS OF PREPARATION AND SIGNIFICANT (i) Judgements
ACCOUNTING POLICIES
Information about judgements made in applying accounting
(A) BASIS OF PREPARATION policies that have the significant effect on amounts
a Statement of Compliance recognised in the financial statement are as below:
The financial statement of the Company have been - Leases identification- Whether an agreement contains
prepared to comply with Indian Accounting Standard a lease.
including the rules notified under the relevant provisions
- Classification of lease - Whether Operating or Finance
of the Companies Act, 2013.
b Functional and presentation currency (ii) Assumptions and Estimations
These financial statements are presented in Indian Rupees Information about assumption and estimation uncertainities
(`), which is the Company’s functional currency. All that have significant risk of resulting in a material
amounts have been rounded to the nearest lakh, unless adjustment are as below:
otherwise indicated. [ 10 Lakhs=1Million ] 1 Impairment test of non financial assets
c Basis of Measurement The Company assesses at each reporting date whether
These financial statements have been prepared on a there is an indication that an asset may be impaired. If
historical cost convention basis, except for the following: any indication exists, or when annual impairment testing
(i) Certain financial assets and liabilities that are measured at for an asset is required, the Company estimates the asset’s
fair value. recoverable amount. An asset’s recoverable amount is
the higher of an asset’s or Cash Generating Units (CGU)
(ii) Assets held for sale- Measured at the lower of (a) carrying
fair value less costs of disposal and its value in use. It is
amount and (b) fair value less cost to sell.
determined for an individual asset, unless the asset does not
48
Notes
generate cash inflows that are largely independent to those the complexities involved in the valuation and its long-term
from other assets or groups of assets. Where the carrying nature, a defined benefit obligation is highly sensitive to
amount of an asset or CGU exceeds its recoverable amount, changes in these assumptions. All assumptions are reviewed
the asset is considered impaired and is written down to its at each reporting date.
recoverable amount.
6 Impairment of financial assets
In assessing value in use, the estimated future cash flows are
The impairment provisions for financial assets are based on
discounted to their present value using a pre-tax discount
assumptions about risk of default and expected cash loss.
rate that reflects current market assessments of the time
The Company uses judgement in making these assumptions
value of money and the risks specific to the asset. In
and selecting the inputs to the impairment calculation,
determining fair value less cost of disposal, recent market
based on Company’s past history, existing market conditions
transactions are taken into account. If no such transactions
as well as forward looking estimates at the end of each
can be identified, an appropriate valuation model is used.
reporting period.
These calculations are corroborated by valuation multiples
or other available fair value indicators. 7 Income Taxes
2 Allowance for bad debts There are transactions and calculations for which the
The Management makes estimates related to the ultimate tax determination is uncertain and would get
recoverability of receivables, whose book values are finalized on completion of assessment by tax authorities.
adjusted through an allowance for Expected losses/ Where the final tax outcome is different from the amounts
Provision for Doubtful debts. Management specifically that were initially recorded, such differences will impact the
analyzes accounts receivable, customers’ creditworthiness, income tax and deferred tax in the period in which such
current economic trends and changes in customer’s determination is made.
collection terms when assessing the adequate allowance 8 Useful lives of Property, plant and equipment
for Expected losses/ Provision for Doubtful debts, which
are estimated over the lifetime of the debts. The Company has estimated its useful lives of Property
Plant and Equipment based on the expected wear and
3 Recognistion and measurement of Provisions and tear, industry trends etc. In actual, the wear and tear can
Contingencies be different. When the useful lives differ from the original
Provisions and liabilities are recognized in the period when estimated useful lives, the Company will adjust the estimated
it becomes probable that there will be a future outflow of useful lives accordingly. It is possible that the estimates
funds resulting from past operations or events and the made based on existing experience are different to the actual
amount of cash outflow can be reliably estimated. The outcomes within the next financial period and could cause
timing of recognition and quantification of the liability a material adjustment to the carrying amount of Property,
require the application of judgement to existing facts and Plant and Equipment.
circumstances, which can be subject to change. Since the
cash outflows can take place many years in the future, the e Current and non-current clasification
carrying amounts of provisions and liabilities are reviewed The Company presents assets and liabilities in statement
regularly and adjusted to take account of changing facts of financial position based on current/non-current
and circumstances. classification. The Company has presented non-current
Management has estimated the possible outflow of assets and current assets before equity, non-current
resources at the end of each annual reporting financial year, liabilities and current liabilities in accordance with Schedule
if any, in respect of contingencies/claim/litigations against III, Division II of Companies Act, 2013 notified by MCA.
the Company as it is not possible to predict the outcome An asset is classified as current when it is:
of pending matters with accuracy.
(a) Expected to be realised or intended to be sold or
4 Recognistion of Deferred Tax Assets consumed in normal operating cycle,
The Management makes estimates as regards to availability (b) Held primarily for the purpose of trading,
of future taxable profits against which unabsorbed
(c) Expected to be realised within twelve months after
depreciation/ tax losses carried forward can be used.
the reporting period, or
5 Measurements of Defined benefit obligations plan
(d) Cash or cash equivalent unless restricted from being
The Cost of the defined benefit plan and other post- exchanged or used to settle a liability for at least twelve
employment benefits and the present value of such months after the reporting period.
obligation are determined using actuarial valuations. An
All other assets are classified as non-current.
actuarial valuation involves making various assumptions
that may differ from actual developments in the future. A liability is classified as current when it is:
These include the determination of the discount rate, future (a) Expected to be settled in normal operating cycle,
salary increases, mortality rates and attrition rate. Due to (b) Held primarily for the purpose of trading,
49
Notes
(c) Due to be settled within twelve months after the that the future economic benefits associated with the
reporting period, or expenditure will flow to the Company.
(d) There is no unconditional right to defer the settlement (iv) Depreciation, Estimated useful life and Estimated
of the liability for at least twelve months after the residual value
reporting period. Depreciation is calculated using the Straight Line Method,
All other liabilities are classified as non-current. pro rata to the period of use, taking into account useful lives
The operating cycle is the time between the acquisition of and residual value of the assets. The useful life of assets
assets for processing and their realisation in cash or cash & the estimated residual value, which are different from
equivalents. Deferred tax assets and liabilities are classified those prescribed under Schedule II to the Companies Act,
as non-current assets and liabilities. The Company has 2013, are based on technical advice as under:
identified twelve months as its normal operating cycle. Assets Estimated Estimated
useful lifes Residual Value
(B) SIGNIFICANT ACCOUNTING POLICIES
Building 3 to 84 years 5 Percent
a PROPERTY, PLANT AND EQUIPMENT:
Plant & Equipments 6 to 46 years 5 to 27 percent
(i) Recognition and measurement
Property, Plant and equipment are measured at cost (which Windmills 30 years 19 percent
includes capitalised borrowing costs) less accumulated Furniture and 5 to 10 years As per
depreciation and accumulated impairment losses, if any. Fixture Schedule I
The cost of an item of property, plant and equipment Motor Vehicles 7 to 8 years As per Schedule I
comprises: Depreciation is computed with reference to cost.
a) its purchase price, including import duties and non- The assets residual value and useful life are reviewed and
refundable purchase taxes, after deducting trade adjusted, if appropriate, at the end of each reporting period.
discounts and rebates. Gains and losses on disposal are determined by comparing
b) any costs directly attributable to bringing the asset proceeds with carrying amounts. These are included in the
to the location and condition necessary for it to be statement of Profit and Loss.
capable of operating in the manner intended by the b INTANGIBLE ASSETS
management.
Identifiable intangible assets are recognised when it is
c) the initial estimate of the costs of dismantling and probable that future economic benefits attributed to the
removing the item and restoring the site on which it asset will flow to the Company and the cost of the asset
is located. can be reliably measured.
If significant parts of an item of property, plant and Gains or losses arising from derecognition of an intangible
equipment have different useful lives, then they are asset are measured as the difference between the net
accounted for as separate items (major components) of disposal proceeds and the carrying amount of the asset and
property, plant and equipment and depreciated accordingly. are recognised in the statement of profit and loss when the
Any gain or loss on disposal of an item of property, plant asset is derecognised.
and equipment is recognised in Statement of profit or loss.
(i) Recognition and measurement
Capital work-in-progress includes cost of property, plant
Computer softwares have finite useful lives and are
and equipment under installation / under development as
measured at cost less accumulated amortisation and any
at the balance sheet date.
accumulated impairment losses.
Leasehold lands are amortised over the period of lease.
Acquired brands / Trademarks have indefinite useful life
Buildings constructed on leasehold land are depreciated
and as on transition date April 1, 2015 have been Fair valued
based on the useful life specified in schedule II to the
based on reports of expert valuer. The same are tested for
Companies Act, 2013, where the lease period of land is
impairment, if any , at the end of each accounting period.
beyond the life of the building. In other cases, buildings
constructed on leasehold lands are amortised over the (ii) Subsequent expenditure
primary lease period of the lands. Subsequent expenditure is capitalised only when it increases
(ii) On transition to Ind AS as on April 1, 2015 the Company the future economic benefits embodied in the specific
has elected to measure certain items of Property, Plant asset to which it relates. All other expenditure, including
and Equipment [Freehold Land, Building and Plant and expenditure on internally generated goodwill and brands,
Equipments] at Fair Value. For other Property, Plant and when incurred is recognised in statement of profit or loss.
Equipment these are measure at cost as per Ind AS. (iii) Amortisation
(iii) Subsequent expenditure Amortisation is calculated to write off the cost of intangible
Subsequent expenditure is capitalised only if it is probable assets less their estimated residual values using the straight-
50
Notes
line method over their estimated useful lives and is generally Cost. Assets that are held for collection of contractual cash
recognised in statement of profit or loss. Computer flows where those cash flows represent solely payment of
software are amortised over their estimated useful life or 5 principal and interest [SPPI] are measured at amortised cost.
years, whichever is lower. A gain or loss on a debt investment that is subsequently
Amortisation methods, useful lives and residual values are measured at amortised cost and is not part of the hedging
reviewed at each reporting date and adjusted, if required. relationship, is recognised in profit or loss when the asset
is derecognised or impaired. Interest income from these
c Impairment of assets
financial assets is included in finance income using the
An asset is considered as impaired when at the date of Effective interest rate method.
Balance Sheet, there are indications of impairment and
Derecognition of financial assets
the carrying amount of the asset, or where applicable, the
cash generating unit to which the asset belongs, exceeds its A financial asset is derecognised only when:
recoverable amount (i.e. the higher of the net asset selling - The Company has transferred the rights to receive
price and value in use). The carrying amount is reduced to cash flows from financial asset , or
the recoverable amount and the reduction is recognized - Retains the contractual rights to receive the cash flows
as an impairment loss in the statement of profit and loss. of the financial assets, but assumes a contractual
The impairment loss recognized in the prior accounting obligation to pay the cash flows to one or more
period is reversed if there has been a change in the estimate recepients.
of recoverable amount. Post impairment, depreciation is
Where the Company has transferred an asset and has
provided on the revised carrying value of the impaired asset
transferred substantially all risks and rewards of ownership
over its remaining useful life.
of the financial asset, the financial asset is derecognised.
d FINANCIAL INSTRUMENTS Where the Company has not transferred substantially all
A financial instrument is any contract that gives rise to a risks and rewards of ownership of the financial asset, the
financial asset of one Company and a financial liability financial asset is not derecognised.
or equity instrument of another Company. Financial Where the Company has neither transferred an financial
instruments also include derivative contracts such as foreign asset nor retains substantially all risks and rewards of
currency foreign exchange forward contracts, interest rate ownership of the financial asset, the financial asset is
swaps and currency options. derecognised if the Company has not retained the control
(i) Financial assets of the financial asset. Where the Company retains the
Classification control of the financial asset, the asset is continued to be
recognised to the extent of continuing involvement in the
The Company classifies its financial assets in the following
financial asset.
measurement categories:
Impairment of financial assets
- those to be measured subsequently at Fair Value
Through Other Comprehensive Income-[FVTOCI], In accordance with Ind-AS 109, the Company applies
or Fair Value Through Profit and Loss-[FVTPL] and Expected Credit Loss (ECL) model for measurement and
recognition of impairment loss on the following financial
- those measured at Amortised Co st.[AC]
assets and credit risk exposure:
In case of investments
a) Financial assets that are debt instruments and are measured
In Equity instruments at amortised cost e.g., loans, debt securities, deposits, and
- For subsidiaries , associates and Joint ventures - bank balance.
Investments are measured at cost and tested for b) Trade receivables.
impairment periodically. Impairment (if any) is
The Company follows ‘simplified approach’ for recognition
charged to the Statement of Profit and Loss.
of impairment loss allowance on:
- For Other than subsidiaries , associates and Joint
- Trade receivables which do not contain a significant
venture - Investments are measured at Fair value
financing component.
through Other Comprehensive Income [FVTOCI].
The application of simplified approach does not require
In Mutual fund
the Company to track changes in credit risk. Rather, it
Measured at Fair value through Profit and Loss (FVTPL). recognises impairment loss allowance based on lifetime
Guarantee Commission ECLs at each reporting date, right from its initial
Guarantees extended to subsidiaries, associates and Joint recognition.
ventures are Fair Valued. - For recognition of impairment loss on other financial
Debt instruments assets and risk exposure, the Company determines
that whether there has been a significant increase
The Company measures the debts instruments at Amortised in the credit risk since initial recognition. Expected
51
Notes
Credit Loss Model is used to provide for impairment losses are recognised in profit or loss when the liabilities
loss. are derecognised as well as through the EIR amortisation
(ii) Financial liabilities process.
Classification Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs that
The Company classifies its financial liabilities in the
are an integral part of the EIR. The EIR amortisation is
following measurement categories: included as finance costs in the statement of profit and
- those to be measured subsequently at fair value loss.
through profit and loss-[FVTPL]; and
This category generally applies to interest-bearing loans
- those measured at amortised cost. [AC] and borrowings.
The classification depends on the Company’s business Derecognition
model for managing the financial assets and the contractual
A financial liability is derecognised when the obligation
terms of the cash flows.
under the liability is discharged or cancelled or expires.
Initial recognition and measurement When an existing financial liability is replaced by another
Financial liabilities are classified, at initial recognition, as from the same lender on substantially different terms, or the
financial liabilities at fair value through profit or loss or at terms of an existing liability are substantially modified, such
amortised cost. an exchange or modification is treated as the derecognition
of the original liability and the recognition of a new
All financial liabilities are recognised initially at fair value
liability. The difference in the respective carrying amounts
and, in the case of loans and borrowings and payables, net
is recognised in the statement of profit or loss.
of directly attributable transaction costs.
Offsetting of financial instruments
The Company’s financial liabilities include trade and other
payables, loans and borrowings including bank overdrafts, Financial assets and financial liabilities are offset and the
financial guarantee contracts and derivative financial net amount is reported in the balance sheet if there is a
instruments. currently enforceable legal right to offset the recognised
amounts and there is an intention to settle on a net basis,
Financial liabilities at [FVTPL]
to realise the assets and settle the liabilities simultaneously.
Financial liabilities at fair value through profit or loss The legally enforceable right must not be contingent on
[FVTPL] include financial liabilities designated upon initial future events and must be enforceable in the normal course
recognition as at fair value through profit or loss. Financial of business and in the event of default, insolvency or
liabilities are classified as held for trading if they are bankruptcy of the Company or the counterparty.
incurred for the purpose of repurchasing in the near term.
Derivative financial instruments
This category also includes derivative financial instruments
entered into by the Company that are not designated as The Company uses derivative financial instruments, such as
hedging instruments in hedge relationships as defined forward currency contracts, interest rate swaps and forward
by Ind-AS 109. Separated embedded derivatives are also commodity contracts to hedge its foreign currency risks,
classified as held for trading unless they are designated as interest rate risks and commodity price risks respectively.
effective hedging instruments. Such derivative financial instruments are initially recognised
at fair value on the date on which a derivative contract is
Gains or losses on liabilities held for trading are recognised entered into and are subsequently re-measured at fair value.
in the profit or loss. Derivatives are carried as financial assets when the fair value
Financial liabilities designated upon initial recognition at is positive and as financial liabilities when the fair value is
fair value through profit or loss are designated at the initial negative.
date of recognition, only if the criteria in Ind-AS 109 are Financial guarantee contracts
satisfied. For liabilities designated as FVTPL, fair value
gains/ losses attributable to changes in own credit risk are Financial guarantee contracts issued by the Company
recognized in OCI. These gains/loss are not subsequently are those contracts that require a payment to be made
transferred to statement of profit or loss. However, the to reimburse the holder for a loss it incurs because the
Company may transfer the cumulative gain or loss within specified debtor fails to make a payment when due in
equity. All other changes in fair value of such liability are accordance with the terms of a debt instrument. Financial
recognised in the statement of profit or loss. guarantee contracts are recognised initially as a liability at
fair value, adjusted for transaction costs that are directly
Loans and borrowings attributable to the issuance of the guarantee. Subsequently,
After initial recognition, interest-bearing loans and the liability is measured at the higher of the amount of
borrowings are subsequently measured at amortised cost loss allowance determined and the amount recognised less
using the Effective Interest Rate (EIR) method. Gains and cumulative amortisation.
52
Notes
e INVENTORIES II Earnings per share

Inventories are measured at the lower of cost and net (i) Basic earnings per share
realisable value after providing for absolence, if any, except Basic earnings per shares is calculated by dividing Profit/
for Stock-in-Trade [which are measured at Fair value] and (Loss) attributable to equity holders (adjusted for amounts
Realisable by-products [which are measured at net realisable directly charged to Reserves) before/after Exceptional
value]. The cost of inventories is determined using the Items (net of tax) by Weighted average number of Equity
weighted average method and includes expenditure incurred shares, (excluding treasury shares).
in acquiring inventories, production or conversion and
other costs incurred in bringing them to their respective (ii) Diluted earnings per share
present location and condition. In the case of manufactured Diluted earnings per shares is calculated by dividing Profit/
inventories and work in progress, cost includes an (Loss) attributable to equity holders (adjusted for amounts
appropriate share of production overheads based on directly charged to Reserves) before/after Exceptional
normal operating capacity. The comparision of cost and Items (net of tax) by Weighted average number of Equity
Net Realisable value is made on an item by item basis. shares (excluding treasury shares) considered for basic
Net realisable value is estimated selling price in the ordinary earning per shares including dilutive potential Equity shares.
course of business, less estimated cost of completion and i BORROWINGS
the estimated costs neccasary to make the sale. The net
Borrowings are initially recognised at fair value, net of
realisable value of work in progress is determined with
transaction costs incurred. Borrowings are subsequently
reference to selling prices of finished products.
measured at amortised cost. Any difference between the
f TRADE RECEIVABLES proceeds ( net of transaction costs) and the redemption
Trade receivable are recognised initially at fair value and amount is recognised in profit or loss over the period of
subsequently measured at amortised cost [AC] using the borrowings using the effective interest method. Processing/
effective interest method less provision for impairment. As Upfront fee are treated as prepaid asset netted of from
per Ind AS 109 the Company has applied Expected Credit borrowings. The same is amortised over the period of the
Loss model for recognising the allowance for doubtful facility to which it relates.
debts. Where the Company has offered extended credit Preference shares are classified as liabilities. The dividends
period to the debtors, the said amount is recoreded at on these preference shares, if approved, by shareholders in
present value, with corresponding credit in the statement the forthcoming Annual General Meeting, are recognised in
of Profit and loss over the tenure of the extended credit profit or loss as finance costs, in the year when approved.
period.
Borrowings are derecognised from the balance sheet when
g CASH AND CASH EQUIVALENT the obligation specified in the contract is discharged,
For the purpose of presentation in the statement of the cash cancelled or expired. The difference between the carrying
flows, cash and cash equivalent includes the cash on hand, amount of the financial liability that has been extinguished
deposits held at call with financial institutions other short or transferred to another party and the consideration
term, highly liquid investments with original maturity of paid including any non cash assets transferred or liability
three months or less that are readily convertible to known assumed, is recognised in Statement of profit or loss as
amounts of cash and which are subject to an insignificant other gains or (losses).
risk of changes in value. Borrowings are classified as current liabilities unless the
Cash flows are reported using the indirect method, whereby Company has an unconditional right to defer the settlement
profit before tax is adjusted for the effects of transactions of liabilities for aleast twelve months after the reporting
of non-cash nature and any deferrals or accruals of past period.
or future cash receipts or payments. The cash flows from Where there is a breach of a material provision of a long
operating, investing and financing activities of the Company term loan arrangement on or before the end of the reporting
are segregated based on the available information. period with the effect that the liability becomes payable
h CONTRIBUTED EQUITY on demand on the reporting date, the same is classified
Equity shares are classified as equity. Incidental costs as current unless the lender agreed, after the reporting
directly attributable to the issue of new shares or options period and before the approval of financial statements
are shown in equity as a deduction, net of tax, from the for issue, not to demand payment as a consequence of
proceeds. the breach.
I Dividends j TRADE AND OTHER PAYABLES
Provision is made for the amount of any dividend declared, These amounts represent liabilities for goods and services
being appropriately approved by shareholders, on or before provided to the Company prior to the end of financial
the end of the reporting period but not distributed at the year which are unpaid at the period end. Trade and other
end of the reporting period. payables are presented as current liabilities unless payment is
53
Notes
not due within 12 months after the reporting period. They credits are recognised on credit of Carbon Emission
are recognised initially at their fair value and subsequently Reduction (CER) by the approving authority in the manner
measured at amortised cost using the effective interest in which it is unconditionally available to the generating
method. Company.
k FOREIGN CURRENCY Incentives on exports and other Government incentives
related to operations are recognised in the statement
(i) Foreign currency transactions
of profit or loss after due consideration of certainty of
Transactions in foreign currencies are translated into the utilization/receipt of such incentives
functional currencies of the Company at the exchange rate
(ii) Sale of Services
prevaling at the date of the transactions. Monetary assets
(other then investments in companies registered outside Revenue from services is recognised when agreed
India) and liabilities denominated in foreign currencies are contractual task has been completed.
translated into the functional currency at the exchange rate (iii) Other Income
at the reporting date.
a) Dividend income is recognised when right to receive
Investments in companies registered outside India are dividend is estaiblished.
converted at rate prevailing at the date of aquisition.
Non-monetary assets and liabilities that are measured b) Interest and other income are recognised on accrual basis
at fair value in a foreign currency are translated into the on time proportion basis and measured on effective interest
functional currency at the exchange rate when the fair value rate.
was determined. Non-monetary items that are measured
m GOVERNMENT GRANTS
based on historical cost in a foreign currency are not
translated. (i) Grants from the Government are recognised at their fair
value where there is an reasonable assurance that the grant
Difference on account of changes in foreign currency are
will be received and the Company will comply with all the
generally charged to the statement of profit & loss except
attached conditions.
the following:
(ii) Government grant relating to purchase of Property, Plant
The Company has availed the exemption available under
and Equipment are included in ‘’Other current/ non-
Para D13AA of Ind AS - 101 of “First time adoption of
current liabilities’’ as Government Grant - Deferred Income
Indian Accounting Standards”. Accordingly, exchange
and are credited to Profit or loss on a straight line basis
gains and losses on foregin currency borrowings taken
over the expected life of the related asset and presented
prior to April 1, 2016 which are related to the acquisition
within “Other operating Income’’.
or construction of qualifying assets are adjusted in the
carrying cost of such asset. n EMPLOYEE BENEFITS
l REVENUE (i) During Employment benefits
(i) Sale of goods (a) Short term employee benefits
Short-term employee benefits are expensed as the related
Revenue is recognised when the significant risk and rewards
service is provided. A liability is recognised for the amount
of the ownership have been transferred to the buyer,
expected to be paid if the Company has a present legal or
recovery of consideration is probable, the associated cost
constructive obligation to pay this amount as a result of
and possible return of goods can be measured reliably, there
past service provided by the employee and the obligation
is no continuing effective control/managerial involvement
can be estimated reliably.
in respect of the goods, and the amount of revenue can be
measured reliably. (b) Share-based payment transactions
Revenue from sale of goods in the course of ordinary Equity settled share based payments to employees and
activities is measured at the fair value of the consideration others providing similar services are measured at the fair
received or receivables net of returns, trade discount, value of the equity instruments at the grant date.
volume rebates and taxes and duties on behalf of The fair value determined at the grant date of the equity-
government. This inter alia involves discounting of the settled share based payments is expensed on a straight
consideration due to the present value if the payment line basis over the vesting period, based on the company’s
extends beyond normal credit terms. estimate of equity instruments that will eventually vest,
with a corresponding increase in equity. At the end of
The timing of the transfer of control varies depending on
each reporting period, the company revises its estimate of
the individual terms of the sale.
the number of equity instruments expected to vest. The
Other Operating Revenue impact of the revision of the original estimate, if any, is
Income from sale of power is recognised on the basis of recognised in Statement of profit and loss such that the
units wheeled during the period. Income from carbon cumulative expenses reflects the revised estimate, with a
54
Notes
corresponding adjustment to the Share Based Payments expected to be recovered from or paid to the taxation
Reserves. authorities, based on tax rates and laws that are enacted or
The dilutive effect of outstanding options is reflected as subsequently enacted at the Balance sheet date.
additional share dilution in the computation of diluted Current tax assets and liabilities are offset only if, the
earnings per share. Company:
(ii) Post Employment benefits a) has a legally enforceable right to set off the recognised
(a) Defined contribution plans amounts; and
A defined contibution plan is a post employment benefit b) intends either to settle on a net basis, or to realise the asset
plan under which a Company pays fixed contribution into and settle the liability simultaneously.
a separate entity and will have no legal or constructive (ii) Deferred tax
obligation to pay further amounts. The Company makes Deferred tax is recognised on temporary differences
specified monthly contributions towards government between the carrying amounts of assets and liabilities in
administered Providend Fund scheme. the financial statements and the corresponding tax bases
Obligations for contributions to defined contribution plans used in the computation of taxable profit.
are expensed as the related service is provided. Prepaid Deferred tax liabilities and assets are measured at the tax
contributions are recognised as an asset to the extent that rates that are expected to apply in the period in which the
a cash refund or a reduction in future payments is available. liability is settled or the asset realised, based on tax rates
(b) Defined benefit plans (and tax laws) that have enacted or substantively enacted
The Company pays gratuity to the employees who have by the end of the reporting period. The carrying amount
has completed five years of service with the company at of Deferred tax liabilities and assets are reviewed at the
the time when employee leaves the Company. The gratuity end of each reporting period. Deferred tax is recognised
is paid as per the provisions of Payment of Gratuity Act, to the extent that it is probable that future taxable profit
1972. will be available against which they can be used.
The gratuity liability amount is contributed to the approved The measurement of deferred tax reflects the tax
gratuity fund formed exclusively for gratuity payment to consequences that would follow from the manner in which
the employees. the Company expects, at the reporting date, to recover or
settle the carrying amount of its assets and liabilities.
The liability in respect of gratuity and other post-
employment benefits is calculated using the Projected Unit Deferred tax assets and liabilities are offset only if:
Credit Method and spread over the periods during which a) the Company has a legally enforceable right to set off current
the benefit is expected to be derived from employees’ tax assets against current tax liabilities; and
services. b) the deferred tax assets and the deferred tax liabilities relate
Re-measurment of defined benefit plans in respect of post to income taxes levied by the same taxation authority on
employment are charged to Other Comprehensive Income. the same taxable Company.
(c) Termination benefits p BORROWING COSTS
Termination benefits are payable when employment is General and specific Borrowing costs that are directly
terminated by the Company before the normal retirement attributable to the acquisition, construction or production
date or when an employee accepts voluntary redundancy of a qualifying asset that necessarily takes a substantial
in exchange for these benefits. In case of an offer made to period of time to get ready for its intended use are
encourage voluntary redundancy, the termination benefits capitalised as part of the cost of that asset till the date it is
are measured based on the number of employees expected ready for its intended use or sale. Other borrowing costs
to accept the offer. Benefits falling due more than twelve are recognised as an expense in the period in which they
months after the end of reporting period are discounted are incurred.
to the present value. Investment income earned on the temporary invetsment of
o INCOME TAXES specific borrowings pending their expenditure on qualifying
Income tax expense comprises current and deferred tax. assets is deducted from the borrowing cost eligible for
Tax is recognised in statement of profit and loss, except capitalisation. All other borrowing costs are charged to the
to the extent that it relates to items recognised in the other statement of profit and loss for the period for which they
comprehensive income or in equity. In which case, the tax are incurred.
is also recognised in the other comprehensive income or q LEASES
in equity. (i) Determining whether an arrangement contains a lease
(i) Current tax At inception of an arrangement, the Company determines
Current tax assets and liabilities are measured at the amount whether the arrangement is or contains a lease.
55
Notes
As a lessee Contingent liabilities are disclosed in respect of possible

Leases of property plant and equipment where the obiligations that arise from past events but their existence
Company, as lessee, has substantially all the risks and will be confirmed by the occurrence or non occurrence
rewards of the ownership are classified as finance leases. of one or more uncertain future events not wholly within
Finance lease are capitalised at the lower of lease’s inception the control of Company or where any present obligation
at the fair value of the lease property and the present value cannot be measured in terms of future outflow of resources
of minimum lease payments. The corresponding rental or where a reliable estimate of the obligation cannot be
obligations, if any net of finance charges are included in made.
borrowing or other financial liabilities as appropiate. Each Contingent assets are not recognised. However, when the
lease payment is allocated between the liability and the realisation of income is virtually certain, then the related
finance cost. The finance cost is charged to the profit or loss asset is no longer a contingent asset, but it is recognised as
over the lease period so as to produce a constant periodic an asset.
rate of Interest on the remianing balance of liability for
t Segment reporting
each period.
Leases in which a significant portion of risk and rewards Operating segments are reported in a manner consistent
of ownership are not transferred to the Company as a with the internal reporting provided to the Chief Operating
lessee are classified as operating lease. Payments made Decision-Maker.
under operating leases are charged to Profit and Loss on u Biological Assets
a straight line basis over the period of lease except where
Biological Assets are measured at fair value less costs to
another systematic basis is more representative of time
sell, with any changes therein recognised in the Statement
pattern in which economic benefits from the leased assets
of Profit & Loss.
are consumed.
As a lessor v Standards Issued but not effective
Lease Income from opearting leases where the Company is On March 28, 2018, the ministry of corporate affais (MCA)
a lessor is recognised as income on a straight line basis over has notified Ind AS 115-Revenue from Contract with
the lease term unless the receipts are structured to increase Customers and certain amendment to existing Ind AS.
in line with the expected general inflation to compensate These amendments shall be applicable to the Company
for the expected inflationary cost increases. from April 1,2018.
r Non- Current assets held for sale: (a) Issue of Ind AS 115- Revenue from Contracts with
Customers
Non Current assets are classified as held for sale if their
carrying amount will be recovered principally through a sale (i) Ind AS 115 will supersede the current revenue recognition
transaction rather than through continuing use and sale is guidance including Ind AS 18 Revenue, Ind AS 11
considered highly probable. They are measured at lower of Construction Contracts and the related interpretations.
their (a.) carrying amount and (b.) fair value less cost to sell. Ind AS 115 provides a single model of accounting for
Non current asset are not depreciated or amortised while revenue arising from contracts with customers based on the
they are classified as held for sale. identification and satisfaction of performance obligations.
s Provisions and contingent liabilities (ii) Amendment to Existing issued Ind As
Provisions are recognised when the Company has a present The MCA has also carried out amendments of the following
legal or constructive obligation as a result of past events, accounting standards:
it is probable that an outflow of resources will be required (a) Ind AS 21- The Effects of changes in Foreign Exchanges
to settle the obiligation and the amount can be reliably Rates
estimated.
(b) Ind AS 40- Investment Property
Provisions are measured at the present value of
management’s best estimate of the expenditure required (c) Ind AS 12- Income Taxes
to settle the present obligation at the end of the reporting (d) Ind AS 28- Investments in Associates and Joint Ventures
period. The discount rate used to determine the present and
value is a pre tax rate that reflects current market
(e) Ind AS 112- Disclosure of Interests in Other Entities
assessments of the time value of money and the risks
specific to the liability. The increase in the provision due Application of above standards are not expected to have any
to the passage of time is recognised as interest expenses. significant impact on the Company’s Financial Statements.
56
NOTE-3 PROPERTY, PLANT AND EQUIPMENT (` in Lakh)
(`
Particulars Freehold Lease Hold Buildings Plant & Windmills Furniture Vehicles Office Total Capital
land Land [Refer [Refer Note Equipment & Fixtures Equipments work-in-
Note 3a (iv) 3a (iv) below] [Refer Note progress Notes
below] 3a (iv) below]
A Period ended March 31, 2018
Gross carrying amount
Opening gross carrying amount as at 1 April 2017 1,60,662.56 1,432.38 60,035.80 1,63,535.04 55,067.75 1,727.63 2,610.42 3,658.22 4,48,729.80 2,916.26
Add : Additions 80.00 - 26.05 52.03 - 0.40 - 101.73 260.21 780.14
Less : Assets classified as held for sale [Refer Note 10 & 20] 80.00 - - - - - - - 80.00 -
Less : Disposals 1.01 1.57 - 215.22 - 81.80 664.33 144.94 1,108.87 -
Less :Transfers - - - - - - - - - 884.15
Closing gross carrying amont 1,60,661.55 1,430.81 60,061.85 1,63,371.85 55,067.75 1,646.23 1,946.09 3,615.01 4,47,801.14 2,812.25
Accumulated depreciation and impairment
Opening accumulated depreciation as at 1 April 2017 - 346.62 5,087.27 21,200.73 17,238.51 1,279.99 1,825.94 3,236.54 50,215.60 -
Add : Depreciation charge during the year - 29.19 2,181.09 9,477.24 1,850.54 100.14 157.41 170.72 13,966.33 -
Add :Adjustment - 5.68 - - - - - - 5.68 -
Less :Disposals/ Adjustments - 0.23 - 39.22 - 81.80 310.08 122.84 554.17 -
Closing acculated depreciation and impairment - 381.26 7,268.36 30,638.75 19,089.05 1,298.33 1,673.27 3,284.42 63,633.44 -
Net carrying amount 1,60,661.55 1,049.55 52,793.49 1,32,733.10 35,978.70 347.90 272.82 330.59 3,84,167.70 2,812.25
B Year ended March 31, 2017

Gross carring amount
Opening gross carrying amount as at 1 April 2016 1 ,60,856.76 1,432.38 59,913.41 1,61,802.48 55,067.75 1,709.82 2,937.67 3,631.23 4,47,351.50 4,202.04
Add : Additions 83.36 - 122.39 1,749.48 - 18.64 32.66 107.73 2,114.26 900.06
Less : Assets classified as held for sale [ Refer Note 10 & 20] 277.56 - - - - - - - 277.56 -
Less : Disposals - - - 16.91 - 0.83 359.91 80.75 458.40 -
Less :Transfers - - - - - - - - - 2,185.84
Accumulated depreciation & Impairment
Add :Impairment loss - - 241.83 80.26 - - - - 322.09 -
Less :Disposals/ Adjustments - - - 0.32 - 0.36 172.44 56.64 229.76 -
Closing accumulated depreciation - 346.62 5,087.27 21,200.73 17,238.51 1,279.99 1,825.94 3,236.54 50,215.60 -
Note 3a
(i) Addition during the year includes -
(a) Adjustment on account of exchange differences gain of ` (257.01 Lakh/-) [ Previous Year gain of (` 515.34 Lakh/-) ] Refer Note 37.
(ii) Property Plant and Equipment include assets having carrying value of ( ` 17,781.34 /- Lakh ) [ Previous Year (` 580.59/- Lakh) ] representing plant & equipments and building which are not wholly used.
The Company is in the process of finding alternate use of such assets.
(iii) Buildings include ` 0.02/- Lakh [ Previous Year ` 0.02/- Lakh ] being cost of Shares in Co-operative Societies. Title deeds in respect of shares amounting to `0.01/- Lakh are in the process of transfer.
57
Notes
NOTE-3 PROPERTY, PLANT AND EQUIPMENT (Contd.) (` in Lakh)

(`
(iv) Assets Given on lease (` In Lakh)

Particulars Lease Hold Buildings Plant & Total
Land Equipment
Opening gross carrying amount as at 1 April 2017 12.73 151.01 11.57 175.31
Additions - - 7.56 7.56
Asset taken back 12.73 151.01 11.57 175.31
Closing gross carrying amount - - 7.56 7.56
Accumulated amortisation and impairment
Opening 2.11 16.03 1.15 19.29
Amortisation charge for the year 0.19 5.66 0.33 6.18
Disposals 2.30 21.69 0.46 24.45
Closing accumulated amortisation and impairment - - 1.02 1.02
Closing net carrying amount - - 6.54 6.54
Gross carring amount
Additions - - - -
Disposals - - - -
Closing gross carrying amont 12.73 151.01 11.57 175.31
Accumulated depreciation
Opening accumulated depreciation as at 1 April 2016 1.86 - - 1.86
Depreciation chage during the year 0.26 8.02 0.24 8.52
Disposals - - - -
Closing accumulated depreciation 2.12 8.02 0.24 10.38
Net carrying amount 10.61 142.99 11.33 164.93
NOTE-4 INTANGIBLE ASSETS (` in Lakh)

(`
Particulars Trade Marks/ Computer Total

Brands Software
Opening gross carrying amount as at 1 April 2017 1,51,584.00 1,386.65 1,52,970.65
Additions - 9.62 9.62
Closing gross carrying amount 1,51,584.00 1,396.27 1,52,980.27
Opening accumulated amortisation 36.00 1,239.57 1,275.57
Amortisation charge for the year - 70.36 70.36
Impairment charge - - -
Closing accumulated amortisation and impairment 36.00 1,309.93 1,345.93
Closing net carrying amount 1,51,548.00 86.34 1,51,634.34
Additions - 26.76 26.76
Closing gross carrying amout 1,51,584.00 1,386.65 1,52,970.65
Accumulated amortisation
Closing accumulated amortisation 36.00 1,239.57 1,275.57
58
Notes
NOTE-5a FINANCIAL ASSETS (` in Lakh)

(`
Particulars As at March, As at March,

2018 2017
Non-Current Financial Investments
Investments In Subsidiaries, associates and Joint Ventures ( Measured at cost ) [ Refer Note 5a - E(i)(a) below]
A Investment in Equity Instruments: (fully paid up)
a) In Subsidiary companies
- Unquoted
i) 99,40,700 [Previous Year 99,40,700] Equity Shares of `10/- each fully paid in Ruchi - -
Worldwide Limited
[ Impairment ` Nil ( Previous Year `1602.65/- Lakh)]
ii) 60,00,000 [Previous Year 60,00,000] Equity Shares of USD 1 each fully paid up in - 3,802.48
Ruchi Industries Pte Limited
[ Impairment ` 3,802.48/- Lakh ( Previous Year `Nil )]
iii) 28,543 [ Previous Year 28,543 ] Equity Shares of 1,000 United Arab Emirates - -
Dirhams (AED) each fully paid up in Ruchi Ethiopia Holdings Limited
iv) 10,000 [ Previous Year 10,000 ] Equity Shares of `10/- each fully paid up in Mrig 1.00 1.00
Trading Private Limited
v) 60,60,000 [ Previous Year 60,60,000 ] Equity Shares of `10/- each fully paid in RSIL 348.10 402.61
Holdings Private Limited [Impairment ` 54.51/- Lakh ( Previous Year ` 203.39/-
Lakh )]
b) In associate companies and Joint Venture
[ Previous Year 4,40,050 ] Equity Shares of `10/- each fully paid up in GHI Energy - 956.58
Private Limited [ Refer Note 8(a) c ]
2,04,000 [ Previous Year 2,04,000 ] Equity Shares of `10/- each fully paid in Ruchi J-Oil 1,426.52 1,426.52
Private Limited [Impairment ` Nil ( Previous Year ` 2,573.49/- Lakh)]
c) Investments in Other Entities
i) Investment in Limited Liability Partnership (LLP) [Refer Note F(i) below] 1.53 1.77
Total 1,777.15 6,590.96
B Investment in Equity Instruments - Other than in subsidiary, associate and Joint
Venture companies
(Designated at Fair value through Other Comprehensive Income (FVTOCI) [
Refer Note E(i) b below and 32 (A) I (ii) ]
a) Quoted
i) 8,83,500 [ Previous Year 8,83,500 ] Equity Shares of `10/- each fully paid up in 254.45 226.62
National Steel & Agro Industries Limited
ii) 4,00,000 [ Previous Year 4,00,000 ] Equity Shares of `10/- each fully paid up in 124.60 109.80
Anik Industries Limited
iii) 2,73,24,239 [ Previous Year 2,73,24,239 ] Equity Shares of `1/- each fully paid up in 997.33 972.74
Ruchi Infrastructure Limited
iv) 17,71,700 [ Previous Year 17,71,700 ] Equity Shares of `10/- each fully paid up in 31.54 46.06
Ruchi Strips & Alloys Limited
v) 1,19,300 [ Previous Year 1,19,300 ] Equity Shares of `10/- each fully paid up in 9.27 26.07
vi) 1,80,000 [ Previous Year 1,80,000 ] Equity Shares of ` 2/- each fully paid up in Blue 0.38 0.59
Chip India Limited
vii) 35,000 [ Previous Year 35,000 ] Equity Shares of `10/- each fully paid up in - 19.25
Sharadraj Tradelink Limited
viii) 21,500 [ Previous Year 21,500 ] Equity Shares of `10/- each fully paid up in Hereld 0.41 -
Commerce Limited
59
Notes
NOTE-5a FINANCIAL ASSETS (Contd.) (` in Lakh)

(`
Particulars As at March, As at March,
2018 2017
b) Unquoted
i) 25,000 [ Previous Year 25,000 ] Equity shares of `10/- each fully paid-up in Ruchi 2.50 2.50
Infotech Limited
ii) 6,00,000 [ Previous Year 6,00,000 ] Equity shares of `10/- each fully paid-up in 272.76 235.56
Ruchi Acroni Industries Limited
iii) 35,000 [ Previous Year 35,000 ] Equity shares of `10/- each fully paid-up in E-DP - 3.50
Marketing (P) Limited [ Formerly known as E-Ruchi Marketing (P) Limited ]
iv) 16,100 [Previous Year 16,100 ] Equity Shares of `10/- each fully paid up in National - 0.01
Board of Trade Private Limited
v) 21,500 [ Previous Year 21,500 ] Equity Shares of `10/- each fully paid up in Hereld - -
Commerce Limited
Total 1,693.24 1,642.70
C Investment in Preference Shares measured at Amortised cost
Unquoted
[Previous Year 10,46,435 ] 6% Non Cumulative, Non Convertible Redeemable Preference - 543.49
Shares of ` 100/- each fully paid up in GHI Energy Private Limited [Refer Note 8(a) B ]
D Investment in Government or Trust Securities measured at Amortised cost
National Saving Certificates/Kisan Vikas Patra (deposited with Government authorities) 1.09 1.08
Total 1.09 544.57
G R A N D T O T A L: 3,471.48 8,778.23
Aggregate amount of quoted investments - Cost 10,774.61 10,763.23
Fair Market Value of quoted investments 1,417.98 1,401.13
Aggregate amount of unquoted investments 2,053.50 8,240.79
Aggregate amount of Impairment of unquoted investments (12,169.01) (8,312.01)
Category-wise Non-current Investment
Financial assets carried at AC 1.09 544.57
Financial assets measured at cost 1,777.15 6,590.96
Financial assets measured at FVTOCI 1,693.24 1,642.70
E i) (a) Investment in Subsidiaries, associates and Joint ventures are measured at cost and tested for impairment . Impairment
( if any) denotes permanent diminution and charged to Statement of Profit and loss.
(b) Investment in Other than Subsidiaries, associates and Joint ventures are measured at FVTOCI and is charged/added
to “Other Comprehensive Income”. Fair Valuation of unlisted securities is determined based on the valuation reports
and in case of listed securities the same is determined based on the prevaling market prices.
F (i) The Company is holding 50% of the partner’s contribution in the Limited Liability Partnership (LLP). Details are as below:
Name of the LLP Firm Indian Oil Ruchi Biofuels LLP
Name of the Partners of the LLP Firm Ruchi Soya Indian Oil
Industries Corporation
Limited Limited
Total Capital ` 319.60/- Lakh
Shares of each Partner 50% 50%
60
Notes
NOTE-5b LOANS (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
Unsecured, considered good (Unless otherwise stated)
Security and Other Deposits [Amount includes due to related parties 3,912.67 6,559.01
`2,100.00/- Lakh (Previous Year ` 2,111.00/- Lakh) [ Refer Note 39 ]
3,912.67 6,559.01
NOTE-5c OTHER FINANCIAL ASSETS

As at As at
March 31, 2018 March 31, 2017
Interest Accrued but not due
On Investments 6.51 0.32
On Fixed Deposits With Bank 25.89 27.30
Amount due from erstwhile subsidiary [ Refer Note 34] 560.09 560.09
Others 5.35 5.35
Fixed Deposit with banks more than 12 months maturity
– Against Margin Money [ Under lien ] 331.79 277.64
– Others 1.06 68.06
930.69 938.76
NOTE-6 OTHER NON-CURRENT ASSETS (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
Unsecured, considered good (unless otherwise stated)
Capital Advances 444.45 278.67
Other loans and Advances - -
– Advance Income-Tax including tax deducted at source (Net of Provisions) 5,862.49 6,642.46
– Deposits paid under Protest 4,087.82 4,571.44
10,394.76 11,492.57
61
Notes
NOTE-7 INVENTORIES (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
(As valued and certified by the Management)
(At lower of cost and net realisable value except for stock-in-trade measured at fair
value and realisable by-products at net realisable value)
a) Raw Materials (including packing material)
Goods in transit 12,659.06 18,808.70
others 37,193.55 36,077.36
b) Work-in-progress 485.58 478.43
c) Finished goods
Goods in transit 941.54 1,457.74
others 56,747.22 49,980.46
d) Stock- in- Trade ( in respect of goods acquired for trading) 250.75 7,258.28
[ Refer Note (i) below]
e) Realisable by-products 3,798.10 3,611.79
f) Stores and Spares 4,382.89 3,948.67
g) Consumables 2,647.66 2,264.14
1,19,106.35 1,23,885.57
Note:
(i) The following inventories are measured at Fair Value
Particulars Fair Value Fair Value
(` in Lakh) (` in Lakh)
Stock-in-trade 250.75 7,258.28
Measurement of Fair Value : Classified as Level 2 [ Refer Note 41 B]
Valuation Techniques : Stock-in-Trade are measured at fair value are based on quotations of Commodity Exchange (NCDEX),
as well as quotations from Solvent Extractor’s Association of India ( Non Government Organisation) recognised by Ministry
of Agriculture, Government of India.
NOTE-8a CURRENT INVESTMENTS (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
Quoted
A. Investments in Mutual Funds measured at fair value through Profit and
Loss [ FVTPL]
i) 1,00,000 Units [ Previous Year 1,00,000 Units ] of SBI Magnum Multicap 45.96 40.51
fund- Growth of `10 each.
ii) 60,681.871 Units [ Previous Year 60,681.871 Units ] of SBI Magnum 56.18 52.19
Equity Fund -Regular plan- Growth of ` 41.20 each.
iii) 50,000 Units [ Previous Year 50,000 Units ] of SBI Infrastructure Fund- 7.64 6.82
Regular plan Growth of `10/- each.
iv) 774.446 Units [ Previous Year 774.446 Units ] of PNB Principal Emerging 0.80 0.70
Blue Chip Fund - Regular plan Growth of `10/- each.
62
Notes
As at As at
March 31, 2018 March 31, 2017
B INVESTMENT IN PREFERENCE SHARES MEASURED AT
AMORTISED COST
Unquoted
10,46,435 6% Non Cumulative, Non Convertible Redeemable Preference Shares 641.44 —
of ` 100/- each fully paid up in GHI Energy Private Limited
C IN ASSOCIATE COMPANIES AND JOINT VENTURE
4,40,050 Equity Shares of `10/- each fully paid up in GHI Energy Private Limited 819.24 —
D. INVESTMENT IN GOVERNMENT OR TRUST SECURITIES
MEASURED AT AMORTISED COST [AC]
Unquoted
National Saving Certificates/Kisan Vikas Patra (deposited with Government authorities) 8.37 8.37
TOTAL : 1,579.63 108.59
Aggregate amount of quoted investments 40.17 40.17
Market Value of quoted investment 110.58 100.22
Aggregate amount of unquoted investments 2,360.75 8.37
Fair value adjustments for Investments (821.28) 60.05
NOTE-8b TRADE RECEIVABLES (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
Trade Receivables
Secured, considered good 8,747.78 8,038.79
(Guaranteed by bank to the extent of ` 8,693.18/- Lakh (Previous Year
` 7,479.44/- Lakh)
Unsecured, considered good [ Refer Note (i) below] 41,175.16 7,13,053.46
Doubtful 6,31,599.32 -
Receivables from related parties [ Refer Note 39] - 382.28
Less: Allowance for doubtful debts/ Expected credit loss [ Refer Note 42(ii) ] 6,56,560.79 2,13,946.42
Total 24,961.47 5,07,528.11
Note :
(i) The above balances includes balance amounting to `Nil [ Previous Year ` 606.61/- Lakh ] of parties whose bills have been
drawn and have been discounted by Company from Bank with recourse option. The corresponding liability to the banks is
presented as secured borrowings. [ Refer Note 16a (G)].
NOTE-8c CASH AND CASH EQUIVALENTS (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
Balances with Banks
i) In Current Accounts 3,632.34 8,075.09
ii) In Deposit Accounts with less than or equal to 3 months maturity
- Others 0.10 5.09
3,701.34 8,156.33
Note :
(a) Confirmations from banks in respect of bank balances aggregating to debit balances of ` 1,343.39/- Lakh (Previous Year
` 1,221.23/- Lakh ) have not been received from the banks in response to the requests sent. The Company has, however
requsted for the confirmations and followed up with the banks.
63
Notes
NOTE-8d BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS ABOVE (` in Lakh)
(`
As at As at
March 31, 2018 March 31, 2017
Earmarked Unclaimed Dividend Accounts 24.48 31.98
In Current Accounts [ Refer Note (i) below ] 6,575.19 —
In Deposit Accounts
Original Maturity less than or equal to 3 months
– Against Margin Money [ Under lien ] 5,910.28 103.31
More than 3 months but less than or equal to 12 months maturity.
– Against Margin Money [ Under lien ] 927.87 4,841.33
– Others 504.33 1,223.04
13,942.15 6,199.66
Note :
(i) Earnet money deposited in designated bank account from applicants during CIRP process.
NOTE-8e LOANS (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
Unsecured, considered good (unless otherwise stated):
Security and Other Deposits 400.54 869.69
Loans to Related parties [Refer Note 39] 3.55 9.96
Loans to Others - 2.98
Loan to employees 154.94 236.47
559.03 1,119.10
NOTE-8f OTHER FINANCIAL ASSETS (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
Unsecured considered good
Other Receivables 1,806.78 467.38
On Investments - 5.89
On Fixed Deposits with Banks 95.90 181.45
On Other deposits 40.35 48.63
Derivative Assets
– Forward contract 7.84 468.68
– Commodity Contracts 92.35 4,128.65
2,043.22 5,300.68
64
Notes
to Financial Statement for the Year Ended March 31, 2018
NOTE - 9 OTHER CURRENT ASSETS (` in Lakh)

(`
As att As at
March 31, 2018 March 31, 2017
a) Advances recoverable in cash or in kind or for value to be received
Considered good [ Refer Note (i) ] 15,796.13 73,639.17
Considered doubtful 50,966.47 4,695.01
66,762.60 78,334.18
Less: Allowance for doubtful advances 50,966.47 4,695.01
15,796.13 73,639.17
b) Gratuity excess of Planned assets over obligations [ Refer Note 18] 281.89 120.82
c) Balances with government authorities 21,839.74 15,500.00
d) Other Receivables 4,357.14 2,773.02
42,274.90 92,033.01
Note :
(i) The above advances includes advance of ` 0.23/- Lakh are with Related Party. [ Refer Note 39]
NOTE - 10 ASSETS CLASSIFIED AS HELD FOR SALE (` in Lakh)

(`
As att As at
March 31, 2018 March 31, 2017
Property, Plant & Equipment [ Refer Note 3] 357.56 277.57
Other Advances 10.00 90.00
367.56 367.57
Note:
The Company has entered into an agreement on December 5, 2016 to sale 18.1890 acres land situated at Taluka Alibag, District Raigad
for consideration of ` 345.77/- Lakh. As per the terms of the agreement, the Company is required to bear the conversion expenses
upto ` 3.75/- Lakh per acre and also carry out certain improvements over the said land which shall be reimbursed by the purchaser.
The Company has received part of the consideration by way of advance payment. The Company has also entered into contract for
the purpose of undertaking the improvements agreed upon and paid an advance to the contractor. The land agreed to sold and
the advances paid for improvement are classified as Assets Classified as held for sale [Refer Note 10] and the amount of advance
received form the buyer has been classified as Liabilities directly associated with assets classified as held for sale [Refer Note 20].
NOTE - 11 SHARE CAPITAL (` in Lakh)

(`
As att As at
March 31, 2018 March 31, 2017
(a) Authorised
i) Equity Shares
1,01,02,50,000 ( Previous Year 1,01,02,50,000) of face value of `2/- each 20,205.00 20,205.00
ii) Cummulative Redeemable Preference Share
51,00,000 ( Previous Year 51,00,000) of face value `100/- each 5,100.00 5,100.00
25,305.00 25,305.00
65
Notes
NOTE - 11 SHARE CAPITAL (Contd.) (` in Lakh)

(`
As att As at
March 31, 2018 March 31, 2017
(b) Issued, Subscribed and paid-up

Equity Shares
33,41,00,722 ( Previous Year 33,41,00,722) of face value of `2/- each
fully paid-up [ Refer Note (a) of SOCIE ] 6,682.01 6,682.01
Less: 76,30,115 Treasury Equity Shares [ Previous year 76,30,115 ] [
Refer Note 11(h) ] 152.60 152.60
6,529.41 6,529.41
(c) Rights, Preferences and Restrictions attached to shares
Equity Shares: The Company has one class of equity shares having a par value of ` 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.
(d) Lock in Restrictions
None of the shares are subject to lock in restrictions.
(e) Details of shares held by shareholders holding more than 5% shares in the Company.
Particulars March 31, 2018 March 31, 2017
No. of Shares % No. of Shares %
EQUITY SHARES
Disha Foundation Trust 5,09,40,350 15.25 5,09,40,350 15.25
Soyumm Marketing Private Limited 4,56,35,159 13.66 4,56,35,159 13.66
Spectra Realities Private Limited 1,84,00,000 5.51 1,84,00,000 5.51
Sawit Plantations Pte Limited 1,96,07,913 5.87 1,96,12,913 5.87
(f) For shares reserved for issue under options - Refer Note 12 B and 12 K(ii)
(g) For reconciliation of number of shares outstanding at the beginning and at the end of the year - Refer Note (a) of Statement
of Changes in Equity (SOCIE).
(h) 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 successor. The investment Cost of acquition of these treasury shares have been netted of
from the Equity Shares Capital and Securities premium reserve as per the provisions of Ind AS. The Dividend of earlier
period received by the Trust in respect of these shares is included under the head ‘Dividend’ under ‘Other Income’ in
Note 22(B).
(i) Shares alloted under the Employee stock option plan scheme 2017 as modified from time to time. [ Refer Note 12B ]
66
Notes
NOTE - 12 OTHER EQUITY (` in Lakh)

(`
As att As at
March 31, 2018 March 31, 2017
A Capital Redemption Reserve 8,770.98 8,770.98
B Share Options Outstanding Account [Refer Note 12 K(ii)] 39.53 110.25
C Securities Premium Account 45,186.45 45,186.45
D General Reserve 41,775.98 41,775.98
E Business Development Reserve 0.00 60.68
F Capital Reserve 3,328.75 3,328.75
G Hedging Reserve- -
H Foreign Currency Monetary Item Translation Difference Account - (125.82)
I Equity Instruments through Other Comprehensive Income [Refer Note 32A I(ii)] (9,119.42) (9,169.96)
J Retained Earnings (5,51,371.16) 5,903.89
TOTAL (4,61,388.89) 95,841.20
As att As at
March 31, 2018 March 31, 2017
A Capital Redemption Reserve

Balance as at the beginning of the year 8,770.98 8,770.98
Add/Less: Movement during the year - -
Balance as at the end of the year 8,770.98 8,770.98
B Share Options Outstanding Account [ Refer Note 12 K(ii)]

Employee stock Option Outstanding 110.25 120.90
Less: Deferred Employees Compensation Expenses 70.72 10.65
Options outstanding as at the end of the year 39.53 110.25
C Securities Premium Account

Add/Less: Movement during the year -
D General Reserve
E Business Development Reserve

Balance as at the beginning of the year 60.68 19,325.45
Less:
Provision/( Reversal of provision) for doubtful debts and doubtful advances
(net of deferred tax) [Refer Note 29 (b)] - 16,074.41
Advertisement & sales promotion expenses (net of current tax) [Refer Note 30 (II)] 60.68 3,190.36
Balance as at the end of the year 0.00 60.68
F Capital Reserve
67
Notes

(`
As att As at
March 31, 2018 March 31, 2017
G Hedging Reserve
Balance as at the beginning of the year - 200.30
Add/Less: Movement during the year - 200.30
Balance as at the end of the year - -
I Equity Instruments through Other Comprehensive Income

[ Refer Note 32A I(ii)]
Balance as at the beginning of the year (9,169.96) (8,439.77)
Add/Less: Movement during the year 50.54 (730.19)
Balance as at the end of the year (9,119.42) (9,169.96)
J Retained Earnings
Balance as at the beginning of the year 5,903.89 1,31,570.29
Add: Net Profit/(Loss) for the year (5,57,327.99) (1,25,719.81)
Less:
- Items of OCI directly Recognised in Retained Earnings
Remeasurement of the defined benefit plans through Other Comprehensive Income
[ Refer Note 32A I(i)] (52.94) (81.67)
Less : Tax Impact on above - 28.26
Balance as at the end of the year (5,51,371.16) 5,903.89
(4,61,388.89) 95,841.20
K NATURE AND PURPOSE OF RESERVES

(i) Capital Redemption Reserve
Capital Redemption Reserve was created out of profits of the Company for the purpose of redemption of shares.
(ii) Share Options Outstanding Account
The Share options Outstanding account is used to recognise Intrinsic Value/Fair value of the options issued to employees
at the grant date under the Ruchi Soya Stock Option plan 2007.
Description of share-based payment arrangements
Employee stock options - equity settled Share-based payment arrangements:
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.
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 ` 2/- each at a premium of `33/- per share.
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.
Please refer below table for details on vesting period. There are no other vesting conditions, apart from service condition.
68
Notes
As per the terms of the plan, the Company has granted stock options in following tranches to its eligible employees:
Date of Grant Number Exercise Particulars of vesting
of Options Price `
April 1, 2015 20% 30% 50%
April 1, 2008 12,37,000 35/- April 1, 2009 April 1, 2010 April 1, 2011
October 1, 2009 14,95,000 35/- October 1, 2010 October 1, 2011 October 1, 2012
April 1, 2012 15,000 35/- April 1, 2013 April 1, 2014 April 1, 2015
Total 41,30,000
The movement in the Employee Stock Options during the year ended March 31, 2018 is as follows:
Date of Grant Opening Issued Cancelled Exercised Closing
Balance as on during t during Balance as on
April 1, 2017 he year the year March 31, 2018
April 1, 2013 1,33,500 - 1,33,500 - -
April 1, 2014 2,06,500 - 35,500 - 1,71,000
April 1, 2015* 3,94,500 - 43,000 - 3,51,500
Total 7,34,500 - 2,12,000 - 5,22,500
Previous Year 8,48,450 - 1,13,950 - 7,34,500
Note : * Indicates as at March 31, 2018 the said option is yet to expire considering the grace period of one year.
Particulars For the year ended March 31, 2018
Shares arising Range of Weighted average
W
out of options exercise prices exercise price
Options outstanding at the beginning of the year 7,34,500 35.00 35.00
Add: Options granted during the year - 35.00 35.00
Less: Options lapsed during the year 2,12,000 35.00 35.00
Less: Options exercised during the year - 35.00 35.00
Options outstanding at the year end* 5,22,500 35.00 35.00
Note: *Weighted Average remaining contractual life is 1.36 years.

Valuation of stock options
The fair value of stock options granted during the period has been measured using the Black–Scholes option pricing model
at the date of the grant. The Black-Scholes option pricing model includes assumptions regarding dividend yields, expected
volatility, expected terms and risk free interest rates. The key inputs and assumptions used are as follows:
Share price: The closing price on NSE as on the date of grant has been considered for valuing the options granted.
Exercise Price: Exercise Price is the price as determined by the Remuneration and Compensation Committee.
Expected Volatility: The historical volatility of the stock till the date of grant has been considered to calculate the fair value
of the options.
Expected Option Life: Expected Life of option is the period for which the Company expects the options to be live.
Expected dividends: Expected dividend assumed to be 8 % paid each year
Risk free interest rate: The risk free interest rate on the date of grant considered for the calculation is the interest rate
applicable for a maturity equal to the expected life of the options based on the yield curve for Government bonds.
69
Notes
These assumptions reflect management’s best estimates, but these assumptions involve inherent market uncertainties based
on market conditions generally outside of the Company’s control. As a result, if other assumptions had been used in the
current period, stock-based compensation expense could have been materially impacted. Further, if management uses different
assumptions in future periods, stock based compensation expense could be materially impacted in future years. The estimated
fair value of stock options is charged to income on a straight-line basis over the requisite service period for each separately
vesting portion of the award as if the award was, in-substance, multiple aw ards.The weighted average inputs used in computing
the fair value of options granted were as follows:
Grants made during the year
Grant date April 1, 2015
Fair value 21.79
Share price as on date 45.85
Exercise price 35.00
Expected volatility (weighted-average) 0.4215
Expected life (weighted-average) [ 3 years + 1 year Grace period] 4 years
Expected dividends 8.00%
Risk-free interest rate (based on government bonds) 8.00%
(iii) Securities Premium Account

Securities Premium account is created on recording of premium on issue of shares. The reserve is utilised in accordance with
the provisions of the Companies Act, 2013.
(iv) General Reserve
The same is Created out of Surplus profits transferred as per the provisions of the Act, it is utilised as per provisions of the
Act.
(v) Business Development Reserve
(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 1st April 2009, after adjusting for any tax effects, both current and deferred tax
thereon.
(c) For amounts debited during the year to Business Development Reserve in accordance with the said Scheme.[ Refer Note
12 (E)].
(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 ` 36,157.70/- Lakh to Revaluation Reserve instead of the Business Development Reserve
and Debit the additional charges as mentioned above in Note 12 (E).
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, 2018 would have been higher by ` 5,193.54/- Lakh and
` 23,842.30/- Lakh respectively, loss for the year would have been higher by ` 60.68/- Lakh, the accumulated
balance in the Statement of Profit and Loss as at March 31, 2018 would have been lower by ` 43,701.06/- Lakh,
the balance in Revaluation Reserve would have been higher by ` 14,665.23/- Lakh and the balance in Business
Development Reserve would have been ` Nil.
However, the aggregate balance in Reserves and Surplus as at March 31, 2018 would have remained the same.
70
Notes
(vi) Capital Reserve

Capital Reserve amounting to ` 3,228.75/- Lakhs was created on :
a) amalgamation with Palm tech India Ltd by ` 1,087.07/- Lakh and
b) On 3,53,25,000 share warrants issued in an earlier year to the promoter/promoter group on preferential basis by
` 2241.69/- Lakh. Holders of 64,00,000 warrants exercised the option and were alloted equity shares during the year.
Holders of balance 2,89,25,000 warrants did not exercise their option which was further lapsed, on expiry on 18 months
from the date of issue of warrants. Consequently, the amount of ` 2241.69/- Lakh paid by these warrant holders were
forfeited and transferred to capital reserve.
(viii) Hedging Reserve
Hedge Reserve is created out of Interest Rate Swaps taken by the Company.
(ix) Foreign Currency Monetary Item Transalation Difference Account
The Company has availed the exemption available under Para D13AA of Ind AS - 101 of “First time adoption of Indian
Accounting Standards”. Accordingly, exchange gains and losses on foregin currency borrowings taken prior to April 1, 2016
which are related to the acquisition or construction of qualifying assets are adjusted in the carrying cost of such asset.
(x) Equity Instruments through Other Comprehensive Income
The company has elected to recognise changes in fair value of certain class of investements in other comprehensive income.
These fair value changes are accumulated within this reserve and shall be adjusted on derecognition of investment.
(xi) Retained Earnings
The same is created out of profits over the years and shall be utilised as per the provisions of the Act.
NOTE - 13 BORROWINGS (` in Lakh)

(`
As att As at
March 31, 2018 March 31, 2017
A Term Loans from Banks [ Refer Note E(i),(ii) and F below ]
Secured
- Rupee Loans - -
- Foreign Currency Loans - -
B Long Term Maturity of Finance Lease Obligation - -
C Deferred payment liabilities
Unsecured
- Deferred Sales Tax Liability [Refer Note G below] 5,622.00 5,861.75
D Cumulative Redeemable Preference Shares [Refer Note H below]
Unsecured
2,00,000 [ Previous year 2,00,000 ] of face value of ` 100/- each fully paid-up 153.68 200.00
5,775.68 6,061.75
71
NOTE - 13 BORROWINGS (Contd.) (` in Lakh)
(`
72
E (i) Particulars Interest Security Year of Maturity Terms of Repayment March 31, March 31,
Rate in Financial Year 2018 2017
Rupee Loans
Notes
Term Loan from Axis Bank BBR+ Secured by a first pari passu charge over the 2017-2018 Repayable in 18 Equal - 168.26
Limited 2.5% p.a. moveable fixed assets, factory land and railway quar terly installments
siding, both present & future, located at starting at the end of 9
Durgawati in Bihar and personal guarantee of months from date of first
Managing Director of the Company. disbursement (commenced
from February, 2013) of
the sanctioned amount of

` 3,000 lakhs.
Term loan from State Bank MCLR + a) Secured by first exclusive charge on 2018-2019 Repayable in 20 equal 2,949.77 2,605.76
of India 11.60% p.a. movable and immovable fixed assets of quar terly installments
the Company’s unit located at Village (commenced from March
Bhuvad,Tehsil Anjar, District Kutch, 2014) of the sanctioned
Gujarat. b) Collateral Second charge amount of ` 6,500 lakhs.
over the entire current assets including

stocks of raw material and finished goods,
receivables and other current assets on pari
passu basis, with other term lenders and
personal guarantee of Managing Director
of the Company.
Corporate Loan IV from MCLR + a) Secured by an Extension of exclusive 2017-2018 Repayable in 20 equal 10,381.91 9,171.52
State Bank of India 11.60% p.a. first charge on movable and immovable quar terly installments
fixed assets located at Shriganganagar (commenced from June
(Rajasthan), Kota (Rajasthan) and 2013) of the sanctioned
Chennai (Tamil Nadu) and extension of amount of ` 30,000 lakhs.
first pari passu charge on movable and
immovable fixed assets located at Haldia
(West Bengal), Mangalore (Karnataka)
Patalganga & Nagpur (Maharashtra),
and Mangliya (Madhya Pradesh) and b)
Collateral Second charge over the entire
current assets including stocks of raw
material and finished goods receivables
and other current assets on pari passu
basis, with other term lenders and personal
guarantee of Managing Director of the
Company.
(`
Particulars Interest Security Year of Maturity Terms of Repayment March 31, March 31,
Corporate Loan V from MCLR + a) Secured by first exclusive charge/extension 2018-19 Repayable in 20 quarterly 19,656.79 17,364.33 Notes
State Bank of India 11.60% p.a. of exclusive charge on movable and installments ( commenced
immovable fixed assets of the Company’s f r o m Ju n e 2 0 1 4 ) o f
unit located at Shrigangangar A 69-70 & sanctioned amount of
C 366-367, RIICO Udyog Vihar, Kota ` 30,000 lakhs out of that
RIICO Industrial Area Bundi, Chennai first four installment shall
Kannigaipuer Village,Talalvali Chanda be of ` 1,000 lakhs each,
Mangliya village Indore, Mangliya b) next twelve installments
Secured by Extension of first pari passu shall be of ` 1,500
charge on movable and immovable fixed lakhs each, and last four
assets of the Company’s unit located at installment shall be of
Haldia , Mangalore Bikampady Indutrial ` 2,000 lakhs each.
Area, Patalganga & Nagpur. Collateral
Security : Second charge over the entire
current assets including stocks of raw
material and finished goods, receivables

Company.
Secured by a hypothecation of (a) Wind power
Term loan from State Bank MCLR + receivables of the Company against supply 2025-26 Repayable in 40 equal 4,173.45 4,800.00
of India 11.60% p.a. of power from the 22.50 MW wind power quar terly installments
project at Palsodi, Ratlam, Madhya Pradesh (commenced from June
to MP Power trading Co. Limited and 2.50 2015) of sanctioned
MW Wind power project at Shinband, Dhule, amount of ` 6,000 lakhs
Maharashtra to Maharashtra state electricity
distribution Company Limited and (b) The
movable fixed assets of the company relating
and pertaining to the 22.50 MW wind power
project at Palsodi, Ratlam, Madhya Pradesh
and 2.50 MW windpower project at Shindbad,
Dhule, Maharastra.
73
(`
74
Particulars Interest Security Year of Maturity Terms of Repayment March 31, March 31,
Foreign Currency Loans Notes
ECB II in foreign currency LIBOR 6 months Secured by a first charge over the fixed assets, 2016-17 Repayable in 6 semi annual 6,728.79 6,553.57
from DBS Bank Ltd. + 490 bps p.a. both present and future, of manufacturing installments ( commenced
Refinery unit(s) at Kandla (Gujarat). from September, 2014)
of 13%, 13%, 13%, 13%
24% & 24% of sanctioned
amount of USD 200 lakhs.
ECB III in foreign currency LIBOR 6 months Secured by a first charge over the fixed assets, 2017-18 Repayable in 5 semi annual 17,522.90 16,950.32
from DBS Bank Ltd. + 570 bps p.a. both present and future, of manufacturing units installments (commenced
at Guna (Madhya Pradesh), Daloda (Madhya from March, 2016) of
Pradesh), Baran (Rajasthan), Gadarwara 16.66%, 20%, 20%, 20%
(Madhya Pradesh) and Refinery unit(s) at & 23.34% of sanctioned
Kandla (Gujarat). amount of USD 300 lakhs.
ECB III in foreign currency LIBOR 3 months Secured by first and exclusive charge on 2016-17 Repayable in 18 quarterly 3,486.09 3,364.70
from Standard Chartered + 540 bps p.a. movable fixed assets, both present and future, installments (commenced
Bank of refinery at Kakinada (Andhra Pradesh). f r o m Ju n e, 20 1 2) o f
sanctioned amount of USD
158.95 lakh
Long Term Maturity Of Finance Lease Obligation
Vehicle Loan from 9.51% p.a. 2018-19 Repayable in 60 equal 12.47 25.49
HDFC Bank Hypothecation of vehicles aquired out of the
said loan monthly instalments
(commenced from July
2013) of the sanctioned
amount of ` 81 lakh
Amortisation Of The Upfront Fees As Per Ind AS (27.22) (146.53)
Total Non Current Borrowing 64,884.95 60,857.42
Less : Classified under
Long term debts classified under other financial liabilities [ Refer Note 16 (c)] 57,449.50 36,510.34
Current maturities of Long term debts [ Refer Note 16 (c) ] - 22,495.70
Current maturities of finance lease obligations [ Refer Note 16 (c) ] 12.47 25.49
Interest accrued [Refer Note 16 (c) ] 7,422.98 1,825.89
Non-current borrowings as per balance sheet - -
BBR- Bank Base Rate - -
MCLR-Marginal cost of funds based lending Rate
LIBOR-London Interbank Offered Rate
E(ii) The Company has not satisfied debt covenants as prescribed in the bank agreement, hence the said borrowings are classified under other current financial liabilities, under
note 16(c).
Notes
F During the year, the Company has defaulted in repayment of the loans which remained outstanding, are as follows:
Particulars of Loans Amount of continuing default Due date for payment
as on March 31, 2018
of of Interest accrued
Principal up to
Amount 15th December, 2017
Corporate Loan IV from State Bank of India 8,999.62 1,382.29 As per recall notice issued dated
7th April, 2017
Corporate Loan V from State Bank of India 17,000.01 2,656.78 As per recall notice issued dated
7th April, 2017
Term loan from State Bank of India 2,578.66 371.11 As per recall notice issued dated
7th April, 2017
Term loan from State Bank of India 3,531.02 642.43 As per recall notice issued dated
7th April, 2017
ECB III in foreign currency from DBS Bank Ltd. 16,023.95 2,074.55 As per recall notice issued dated
23rd September, 2016
ECB II in foreign currency from DBS Bank Ltd. 6,153.20 As per recall notice issued dated
23rd September, 2016
ECB III in foreign currency from Standard Chartered 3,190.27 295.82 As per recall notice issued dated
Bank 25th January, 2017
Total 57,476.73 7,422.98
G Deferred Payment Liability is on account of Deferred Sales tax denotes interest free sales tax deferral under Schemes of State
Governments of Andhra Pradesh & Tamil Nadu. The same are repayable in annual and monthly installments beginning from
June 2014 in case of Andhra Pradesh and from August 2015 in case of Tamil Nadu respectively. In respect of chennai location,
sales tax dues are not paid after 15th December 2017 amounting to Rs. 56.87 Lakhs.
H Rights, Preferences and Restrictions attached to shares
i Preference Shares: 6% Non-Convertible Redeemable Cumulative Preference Shares of ` 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 ` 33/- per preference share on completion of 144 months from March 31, 2009.
b) Second installment of ` 33/- per preference share on completion of 156 months from March 31, 2009.
c) Third installment of ` 34/- per preference share on completion of 168 months from March 31, 2009.
ii Reconciliation of number of shares
Preference Shares
Balance at the beginning of the year 200,000.00 200,000.00
Add:
Shares issued during the year - -
Balance at the end of the year 200,000.00 200,000.00
Details of shares held by shareholders holding more than 5% Preference shares in the Company:-
Particulars March 31, 2018 % March 31, 2017 %
PREFERENCE SHARES
Ruchi Infrastructure Limited 200,000 100 200,000 100
I For status of unconfirmed balances refer Note 16a (H).
75
Notes
NOTE - 14 DEFERRED TAX LIABILITIES (NET) (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
Deferred Tax Liabilities - 44,535.95
- 44,535.95
The company has not recognised the deferred tax asset (net) amounting to ` 2,42,261.90/- Lakh [ Previous year ` Nil ] arising out of
Provision for doubtful debts & advances, Unabsorbed Depreciation, Brought forward business losses and Other timing differences
and items due to non-existance of profitability of taxable income against which the assets can be realised and the same shall be
reassessed at subsequent Balance Sheet date.
Reconciliation of effective rate of tax
March 31, 2018 March 31, 2017
The income tax expenses for the year can be reconciled to the accounting profit as follows:
Applicable Tax Rate 34.61% 34.61%
Computed Tax Expense (2,08,002.52) (56,425.94)
Tax effect of :
Expenses disallowed 1,99,100.49 60,907.71
Additional allowances 4,127.35 (30,461.44)
Current Tax (4,774.68) (25,979.67)
Current Tax Provision (A) - (299.93)
Incremental Deferred Tax Liability on account of Tangible and Intangible Assets (6,614.35) (129.34)
Incremental Deferred Tax Asset on account of Financial Assets and Other timing 1,88,128.03 36,865.71
differences
Deferred tax asset not recognised 1,50,206.43 -
Deferred tax Provision (B) (44,535.95) (36,995.05)
Tax Expenses Charge/(Credit) in Statement of Profit and Loss (A+B) (44,535.95) (37,294.98)
Effective Tax Rate 22.87%
The movement in the deferred tax balances is as follows:
Particulars As at As at
March 31, 2018 March 31, 2017
Deferred Tax Liabilities (1,05,311.25) (1,42,727.56)
Depreciation (1,05,311.25) (1,42,727.56)
Deferred Tax Assets 3,47,573.15 98,191.61
Provision for doubtful debts & advances 2,44,861.03 75,667.42
Brought forward losses 60,923.42 -
Unabsorbed Depreciation 10,145.51 10,760.07
Other timing differences 31,643.19 11,764.12
Net Deferred tax Asset/ (Liabilities) 2,42,261.90 (44,535.95)
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current
tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. Significant
management judgement is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability
of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income by each
jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.
Unused tax losses for which no deferred tax assets has been recognised:
Assessment Year Business Loss Unabsorbed Depreciation Available for utilization till
2015-2016 - 905.31
2016-2017 85,735.24 14,650.55 A.Y. 2024-2025
2017-2018 90,303.30 13,759.64 A.Y. 2025-2026
Total 1,76,038.54 29,315.50
76
Notes
NOTE - 15 OTHERS NON CURRENT LIABILITIES (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
(a) Government Grants - Deferred Income [ Refer Note (i) below] 600.64 650.96
(b) Other Liabilities [ Refer Note (ii) below] 5.83 148.36
606.47 799.32
Note:
(i) Government Grants - Deferred Income
Opening Balance 703.58 440.29
Grants during the year - 300.00
Less: Income recognised in statement of profit and loss [Refer Note 21(C)(iii)] 51.49 36.71
Closing balance 652.09 703.58
Classified under Non-Current Liabilities [ Refer Note 15 (a)] 600.64 650.96
Classified under Current Liabilities [ Refer Note 17 (c)] 51.44 52.61
(ii) Other liabilities include ` Nil [Previous Year ` 5.87/- Lakh ] due to related parties.[ Refer Note 39]
NOTE - 16 a BORROWINGS (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
A Loans repayable on demand
i) Secured
From Banks
Working Capital Loans 6,57,179.83 3,77,671.94
From Others
Working Capital Loans 2,000.00 21,285.45
B ii) Unsecured
From Banks / Financial Institutions [ Refer Note F below ] - 56,634.69
C iii) Intercorporate Deposit 30.00 -
6,59,209.83 4,55,592.08
D Particulars Interest Rate Security Terms of Repayment

Working Capital Export Packing Credit First pari passu charge within the Working Repayable on demand
L o a n s f r o m Loans and other capital Consortium Member banks over the during the facility tenure
Consortium Bank working capital loans current assets, both present and future, of the of 12 months.
(Ranging from 10.15% Company and second pari passu charge within
p.a. to 20.15% p.a.) the Working capital Consortium Member banks
over the movable and immovable fixed assets,
both present and future. Personal guarantee of
promoter director/s.
Working Capital At mutually agreed rate Specific charge on current assets financed by DBS Repayable on demand
Loans from DBS on each drawdown Bank’s facility. Personal guarantee of promoter during the facility tenure
Bank director. of 12 months.
Working Capital At mutually agreed rate Exclusive charge on the current assets created by Repayable on demand
L o a n s f r o m on each drawdown IDFC Bank’s facility during the facility tenure
Edelweiss Asset of 12 months.
Reconstruction
C o m p a n y
Limited (Earlier
IDFC Bank
Limited)
77
Notes
Working Capital At mutually agreed rate Specific charge on stocks and book debts for ` Repayable on demand
L o a n s f r o m on each drawdown 2000 Lakh. Personal Guarantee of Mr. Dinesh during the facility tenure
HDFC Bank Shahra of 12 months.
W o r k i n g At mutually agreed rate Specific charge on stocks and book debts. Personal Repayable on demand
Capital Loans on each drawdown Guarantee of Mr. Dinesh Shahra during the facility tenure
from Standard of 12 months.
Chartered Bank
E During the year, the Company has defaulted in repayment of the loan which remain outstanding are as follows:
Particulars of Loans Amount of continuing Due date for payment
default as on March 31, 2018
(` In Lakhs)
(`
of Principal of Interest
Amount accrued
Export Packing Credit / Cash Credit 1,39,590.07 14,279.47 September 16, 2016 to
December 15, 2017
Inland Letter of Credit 58,947.31 4,056.61 October 25, 2016 to
December 15, 2017
Foreign Bill Discounting 4,542.63 646.26 August 2, 2016 to December
15, 2017
Buyers Credit 1,13,105.29 9,492.79 August 4, 2016 to December
15, 2017
Foreign Letter of Credit 3,27,505.50 33,483.15 September 6, 2016 to
December 15, 2017
Short Term Loan 15,501.51 2,344.01 May 7, 2016 to December
15, 2017
Total 6,59,192.31 64,302.29
F The Company has availed buyer’s credit of ` Nil [Previous Year ` 56,634.69/- Lakh] and is guaranteed by the banks against
fixed deposits of ` Nil [Previous Year Nil ] placed with them and earmarking against non fund based limit of ` Nil [Previous
Year ` 56,634.69/- Lakh].
G The working capital loans includes Bills discounted from bank amounting to ` NIl [Previous Year ` 606.61/- Lakh ]
H Confirmations from banks in respect of bank balances aggregating to credit balances of ` 1,78,660.55/- Lakh [Previous Year
` 61,421.93/- Lakh ] have not been received from the banks in response to the requests sent. The Company has, however
requsted for the confirmations and followed up with the banks. The account balances and the interest and other charges have
been accounted on the basis of informations available with the Company.
NOTE - 16 b TRADE PAYABLES (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2018
- Due to Micro, Small and Medium Enterprises [Refer Note (i) below] 827.20 678.81
- Due to Related parties [ Refer Note 39] 56,086.76 57,258.20
- Due to others [Refer Note (ii) below ] 2,33,877.94 4,60,133.31
2,90,791.90 5,18,070.32
78
Notes
Note:
(i) The Company has identified (based on information available) certain suppliers as those registered under Micro, Small and
Medium Enterprises Development Act, 2006 (‘MSMED Act’). The disclosures pursuant to the MSMED Act are as follows:
As at
March 31, 2018 March 31, 2017
Principal amount due to suppliers registered under the MSMED Act and remaining 622.46 506.08
unpaid as at year end
Interest due to suppliers registered under the MSMED Act and remaining unpaid as 204.73 172.73
at year end
Principal amounts paid to suppliers registered under the MSMED Act, beyond the 3,013.33 3,154.08
appointed day during the year
Interest paid, under Section 16 of MSMED Act, to suppliers registered under the - -
MSMED Act, beyond the appointed day during the year
Interest paid, other than under Section 16 of MSMED Act, to suppliers registered under - -
the MSMED Act, beyond the appointed day during the year
Interest due and payable towards suppliers registered under the MSMED Act, for 190.59 169.75
payments already made
Interest remaining due and payable for earlier years 172.73 119.38
Amount of Interest due and payable for the period (where the principal has been paid 17.86 50.37
but interest under the MSMED Act, 2006 not paid)
(ii) Due to others includes Bills Payable amounting to ` 1,427.10/- Lakh [ Previous Year ` 53,978.68/- Lakh]. [Secured against
first pari passu charge on current assets of the Company, second pari passu charge on movable and immovable fixed assets
and personal guarantee of promoter director/(s) among working capital consortium member banks].
(iii) Trade Payables include ` 87,829.78/- Lakh on account of Bills of Exchange drawn by the suppliers on the company ( for the
goods supplied to company) and discounted by the suppliers with their bankers without recourse basis.
NOTE - 16 C OTHER FINANCIAL LIABILITIES (` in Lakh)

(`
Term Loans from Banks [ Refer Note 13a E(i),(ii)]
Secured
As at As at
March 31, 2018 March 31, 2017
- Rupee Loans 32,088.20 19,329.77
- Foreign Currency Loans 25,361.30 17,180.57
Current maturities of long-term debt
- From Banks - 22,495.70
- From State Government [ Refer Note 13 C ] 296.62 151.09
Current Maturities of finance lease obligations 12.47 25.49
Derivative Liablity
- Commodity Contracts 490.74 1,194.92
Interest accrued 76,684.29 12,100.61
Unclaimed Dividends [Refer note (i) below] 24.48 31.98
Agency & Other Deposits 1,122.79 1,078.74
Customers’ Advances [ Refer Note (ii) below] 94,254.73 1,07,554.28
Unamortised Guarantee commission - 139.30
Financial Guarantee Obligation 10,489.64 -
Earnest Money deposit received for CIR Process 6,575.19 -
Creditors for capital expenditure 95.80 89.97
Other financial liabilities [Refer note (iii) below] 5,427.27 1,687.06
2,52,923.52 1,83,059.48
79
Notes
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) As the Company has not been able to make the scheduled Exports as per the agreement, these customer advances are now
repayable and hence are classified as financial liability. Debit balance of one of the customer amounting to ` 15,859.06/- Lakh
against export is net off against the same.
(iii) Other financial liabilities includes ` 23.85/- Lakh [Previous Year ` 125.70/- Lakh ] due to Related parties. [Refer Note 39]
NOTE - 17 OTHER CURRENT LIABILITIES (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
(a) Customers’ Advances 2,976.32 7,336.12
(b) Other liabilities (Including Statutory Dues Payable ) [ Refer Note (i) below] 7,455.04 6,642.80
(c) Government Grant - Deferred Income [ Refer Note 21(C)(iii) and 15 (a) ] 51.44 52.61
10,482.80 14,031.53
Note:
(i) Other liabilities include ` 0.07/- Lakh [Previous Year ` 10.84/- Lakh ] due to related parties.[ Refer Note 39]
NOTE - 18 PROVISIONS (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
i) Provision for Gratuity - -
ii) Provision for Compensated absences 755.82 849.63
755.82 849.63
The Company contributes to the following post-employment defined benefit plans in India.
A Defined Contribution Plans: The Company has certain defined contribution plans. Contributions are made to provident
fund in India for employees at the specified rate as per regulations. The contributions are made to registered provident fund
administered by the Government of India. The obligation of the Company is limited to the amount contributed and the
Company has no further contractual, or any constructive obligation. The Company has recognised ` 687.85/- Lakh [Previous
Year ` 785.47/- Lakh] towards contribution to Provident Fund and ` 124.33/- Lakh [Previous Year ` 67.65/- Lakh] towards
Employee State Insurance in Profit and Loss account.
B Defined Benefit Plan:
a) Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who
are in continous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/
termination/resignation is the employees last drawn basic salary per month computed proportionately for 15 days salary
multiplied for the number completed years of service. The gratuity plan is a funded plan and Company makes annual
contributions to the Group Gratuity cum Life Assurance Schemes administered by the LIC of India, a funded defined
benefit plan for qualifying employees.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity
were carried out as at March 31, 2018. The present value of the defined benefit obligations and the related current service
cost and past service cost, were measured using the Projected Unit Credit Method.
b) Leave Obligations
The leave obligations cover the Company’s liability for casual, sick & earned leave. The amount of the provision is
presented as current, since the Company does not have an unconditional right to defer settlement for any of these
obligations. However, based on past experience, the Company does not expect all employees to take the full amount of
accrued leave or require payment within the next 12 months.
80
Notes
Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the
amounts recognised in the Company’s financial statements as at balance sheet date:
March 31, 2018 March 31, 2018 March 31, 2017 March 31, 2017
Gratuity Leave Gratuity Leave
Encashment Encashment
Defined benefit obligation 2,130.02 811.94 2,114.21 908.53
Fair value of plan assets 2,411.92 56.12 2,235.04 58.90
Net defined benefit (obligation)/assets 281.90 (755.82) 120.83 (849.63)
Non-current - - - -
Current [ Refer Note 9b & 18 (i) and (ii) ] 281.90 (755.82) 120.83 (849.63)
B. Movement in net defined benefit (asset) liability
The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset)
liability and its components
Defined benefit obligations
Opening balance 2,114.21 908.53 2,208.93 1,012.15
Included in profit or loss - - - -
Current service cost 168.22 136.00 215.73 170.79
Past service cost 95.87 - - -
Interest cost (income) 153.49 65.96 173.62 79.55
2,531.79 1,110.49 2,598.28 1,262.49
Included in OCI
Remeasurement loss (gain):
Actuarial loss (gain) due to :
Demographic assumptions 13.01 (2.56) (31.79) 33.60
Financial assumptions (104.37) (38.25) 103.15 29.95
Experience adjustment 43.37 (249.68) (153.25) (410.79)
Return on plan assets excluding interest income - - - -
2,483.80 820.00 2,516.39 915.25
Other
Contributions paid by the employer - - - -
Benefits paid (353.78) (8.05) (402.19) (6.72)
Closing balance 2,130.02 811.95 2,114.20 908.53
Fair value of plan asset
Opening balance 2,235.04 58.90 1,959.80 53.80
Included in profit or loss - - -
Interest income 162.26 4.28 154.04 4.23
2,397.30 63.18 2,113.84 58.03
Included in OCI
Remeasurement gain (loss):
Actuarial gain (loss) due to :
Demographic assumptions - - - -
Financial assumptions - - - -
Experience adjustment 4.95 0.09 (0.21) 0.35
2,402.25 63.27 2,113.63 58.38
81
Notes
NOTE - 18 PROVISIONS (Contd.) (` in Lakh)

(`
Gratuiry Leave Gratuity Leave
Other
Contributions paid by the employer 363.45 0.91 523.60 7.24
Benefits paid (353.78) (8.05) (402.19) (6.72)
Closing balance 2,411.92 56.13 2,235.04 58.90
Represented by
Net defined benefit asset 281.90 - 120.84 -
Net defined benefit liability - (755.82) - (849.63)
281.90 (755.82) 120.84 (849.63)
Expense recognised in Statement of Profit and Loss
Net Interest cost (8.77) 61.68 19.58 75.33
Actuarial (gain)/loss on obligation for the period - (290.58) - (347.59)
Expense recognised in Statement of Profit 255.32 (92.90) 235.31 (101.47)
and Loss
Expense recognised in Other Comprehensive
Income (OCI)
Actuarial (gain)/loss on obligation for the period (47.99) - (81.89) -
Return on plan assets excluding interest income (4.95) - 0.21 -
Net (Income)/ Expense for the period (52.94) - (81.68) -
recognized in OCI [ Refer Note 32 A (I) (i)]
C. Plan assets
Plan assets comprise the following
Investment in LIC India
Insurer managed fund (100%) 2,411.92 56.13 2,235.04 58.90
2,411.92 56.13 2,235.04 58.90
D. Defined benefit obligations
i. Actuarial assumptions
The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).
Discount rate 7.88% 7.26%
Salary escalation rate 6.00% 6.00%
Rate of return on plan assets 7.88% 7.26%
Retirement Age 58 Years & 60 Years 58 Years & 60 Years
Attrition Rate For service 4 yrs.& below 17.76% p.a. & For For service 4 years & below 27.56% p.a. &
service 5 yrs and above 2% p.a. For service 5 yrs and above 2% p.a.
Mortality Rate Indian Assured Lives Mortality (2006-08) Indian Assured Lives Mortality (2006-08)
Ultimate
82
Notes

(`
ii. Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions
constant, would have affected the defined benefit obligation by the amounts shown below.
March 31, 2018 March 31, 2017
Increase Decrease Increase Decrease
Discount rate (1% movement) (151.01) 172.91 (167.29) 192.81
Future salary growth (1% movement) 163.85 (146.00) 193.32 (170.64)
Employee Turnover (1% movement) 26.30 (29.20) 16.01 (18.08)
Average Expected Life 12 Years 12 Years 12 Years 12 Years
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide
an approximation of the sensitivity of the assumptions shown.
iii) Expected Contributions in next year
March 31, 2018 March 31, 2017
` `
Gratuity - 47.39
Provident Fund 590.43 741.90
NOTE - 19 CURRENT TAX LIABILITIES (NET) (` in Lakh)

(`
As at March As at
March 31, 2018 March 31, 2017
Taxation (Net) - 49.06
- 49.06
NOTE - 20 LIABILITIES DIRECTLY ASSOCIATED

WITH ASSETS CLASSIFIED AS HELD FOR SALE (` in Lakh)
(`
As at March As at
March 31, 2018 March 31, 2017
Other Current Liabilities (Refer Note 10) 173.00 173.00
173.00 173.00
NOTE - 21 REVENUE FROM OPERATIONS (` in Lakh)

(`
March 31, 2018 March 31, 2017
A Sales of products (including excise duty) 11,89,165.72 18,41,583.86
B Sale of Services
Processing charges received 2,649.83 1,185.97
C Other Operating revenue
(i) Export Incentive 2,949.13 3,886.53
(ii) Vat/CST/Entry tax- Refund /Remission 308.70 1,215.02
(iii) Government grants [Refer Note 15(i)] 51.49 36.71
(iv) Income from Power generation [Including Carbon Credits VER/ 4,288.43 4,781.65
CERs amounting to ` 7.40/- Lakh [Previous Year ` 15.08/- Lakh]
11,99,413.30 18,52,689.74
83
Notes
NOTE - 22 OTHER INCOME (` in Lakh)

(`

March 31, 2018 March 31, 2017
A Interest Income (under the effective interest method)

– On Fixed Deposits 369.10 597.35
– Unwinding of Extended Credit Period - 1,998.76
– Others 51.42 715.74
B Dividend Income:
– From Other than Subsidiaries, associates and Joint Ventures entities 4.42 -
C Net Gain on sale of:-
– Current investments - -
D Net Gain on Sale/Discard of Fixed Assets - 7.43
E Lease Rental income 55.85 14.01
F Other Non-Operating Income
– Liabilities no longer required written back 1,660.11 2.16
– Reversal of provision of Doubtful Debt - 3,334.58
– Sales Tax and customs Refund 9.90 2.25
– Guarantee Commission 139.30 593.55
– Other Receipts 1,214.27 2,064.71
G Fair value adjustments for Investments (net) 10.36 17.65
3,514.73 9,348.19
NOTE - 23 COST OF MATERIALS CONSUMED (` in Lakh)

(`

March 31, 2018 March 31, 2017
a) Raw Material 8,74,720.48 9,99,016.30
b) Packing Material 46,151.61 49,081.15
9,20,872.09 10,48,097.45
NOTE - 24 PURCHASES OF STOCK-IN-TRADE (` in Lakh)

(`
March 31, 2018 March 31, 2017
Purchases of Stock-in-Trade 1,42,570.08 5,78,311.09
84
Notes
CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS

NOTE - 25
AND STOCK IN TRADE (` in Lakh)
(`

March 31, 2018 March 31, 2017
Finished goods
Opening Stock 55,050.00 83,377.53
Closing Stock 61,486.86 55,050.00
(6,436.86) 28,327.53
Work-in-progress
Opening Stock 478.43 1,042.39
Closing Stock 485.58 478.43
(7.15) 563.96
Traded goods
Opening Stock 7,258.28 2,436.98
Closing Stock 250.75 7,258.28
7,007.53 (4,821.30)
563.52 24,070.19
NOTE - 26 EMPLOYEE BENEFITS EXPENSE (` in Lakh)

(`
March 31, 2018 March 31, 2017
Salary, Wages and Bonus 14,125.66 16,788.03
Contribution to Provident and Other Funds 816.82 864.79
Gratuity [Refer Note 9(b)] 271.08 252.24
Leave Compensation Absences [Refer Note 18(ii)] 158.25 220.43
Employee Stock Option Scheme (ESOP) [Refer Note 12 K(ii)] (70.72) 11.48
Staff Welfare expenses 440.23 530.07
15,741.32 18,667.04
NOTE - 27 FINANCE COSTS (` in Lakh)

(`

March 31, 2018 March 31, 2017
Interest Expense 79,856.27 79,422.61
Other borrowing costs 5,717.12 7,068.23
85,573.39 86,490.84
NOTE - 28 DEPRECIATION, AMORTISATION AND IMPAIRMENT EXPENSE (` in Lakh)

(`

March 31, 2018 March 31, 2017
Depreciation on Plant, property and Equipment 13,966.33 15,502.99
Amortisation on Intangible assets 70.36 102.56
14,036.69 15,605.55
85
Notes
PROVISION FOR DOUBTFUL DEBTS ,ADVANCES, BAD DEBTS,

NOTE - 29
FINANCIAL GUARANTEE OBILIGATIONS AND OTHERS (` in Lakh)
(`
March 31, 2018 March 31, 2017
Provision for Doubtful Debts 4,58,256.72 1,21,651.56
Provision for Advances 46,271.47 2,422.06
Bad debts written off - 6,223.85
Corporate Guarantee Liability Obligation Expenses 10,489.64 -
5,15,017.83 1,30,297.47
Note:
(a) As per Ind AS -109 on Financial Instruments the Company has applied Expected credit loss model for determining the provision
for trade receivable based on the weighted average of credit losses with respective risks of defaults occurring as weights. Further,
the Company has also assesed recoverability of trade receivables and made additional provision towards doubtful debts.
(b) Excludes ` Nil [Previous Year ` 16,074.41/- Lakh] on account of Provision/(Reversal of provision) for doubtful debts and
doubtful advances (net of deferred tax) and Excludes ` Nil [Previous Year ` Nil] on account of Bad debts and advances written
off (net of current tax) debited to Business Development Reserve. [Refer Note 12 E].
NOTE - 30 OTHER EXPENSES (` in Lakh)

(`

March 31, 2018 March 31, 2017
Manufacturing Expenses
Manufacturing expenses 7,650.32 8,313.24
Consumables 6,715.50 6,478.30
Consumption of Stores & Spares parts 3,287.98 4,124.90
Power & Fuel (net of recoveries) 17,379.53 14,658.94
Lease Rental expenses (net of recoveries) 4,750.62 10,099.74
Repairs and Maintainence
– Plant & Machinery 1,808.22 1,873.92
– Buildings 171.15 169.38
– Others 611.64 579.51
42,374.96 46,297.93
Selling and distribution expenses
Freight & forwarding (net of recoveries) 34,329.68 37,316.03
Export expenses 2,231.33 2,052.80
Advertisement & sales promotion [Refer Note II below] 2,570.65 1,318.09
39,131.66 40,686.92
Establishment and Other expenses
Rates & Taxes 988.76 5,648.53
Insurance (net of recoveries) 1,129.46 1,231.07
Payment to Auditors [Refer Note I below] 102.69 128.70
Donations 6.79 37.49
Provision for loss in Limited Liability Partnership 0.24 18.31
Loss on Sale/Discard of Fixed Assets (Net) 103.15 -
Loss on foreign currency transaction/translation (Net) 208.43 3,336.00
Impairment in value of Investment 3,994.34 3,595.00
Commission & rebate 3,501.56 3,838.94
Travelling & conveyance 1,214.09 1,494.13
Bank Commission & charges 86.07 1,049.22
Other expenses (Net of recoveries) 16,735.31 20,669.51
28,070.89 41,046.90
1,09,577.51 1,28,031.75
86
Notes
Note:
March 31, 2018 March 31, 2017
(I) Payment to Auditors:-
(i) Remuneration to the Statutory auditors
(a) As Auditors
- For Statuory Audit 53.00 51.75
- For Taxation Matters 11.00 11.50
- For Other Matters (Including for certification) 18.30 46.47
(b) Travelling and other out of pocket expenses 3.58 4.95
(ii) Remuneration to Branch Auditors
a) As Branch auditors
- For Branch Audit 6.74 7.43
(b) Travelling and other out of pocket expenses 5.67 1.54
(iii) Remuneration to Cost Auditors 4.40 5.06
(II) Excludes ` 60.68/- Lakh [Previous Year ` 3,190.35/- Lakh] net of current tax thereon debited to Business Development
Reserv e.[Refer Note 12 E]
NOTE - 31 EXCEPTIONAL ITEMS (` in Lakh)

(`

March 31, 2018 March 31, 2017
a) On Account of Divestment in Joint Venture - 4,490

- 4,490
NOTE - 32 OTHER COMPREHENSIVE INCOME (` in Lakh)

(`
March 31, 2018 March 31, 2017
(A) Other Comprehensive Income
I Item that will not be reclassified to profit or loss
(i) Remeasurement of the defined benefit plans [ Refer Note 12J]
R 52.94 81.67
(ii) Equity Instruments through Other Comprehensive Income [ Refer 50.54 (730.19)
Note 12 I]
103.48 (648.52)
Income tax relating to items that will not be reclassified to profit or loss - (28.26)
103.48 (676.78)
(B) Hedge Reserve
I Item that will be reclassified to profit or loss
(i) Fair Value Changes in hedge reserve [ Refer Note 12 G] - 200.30
- 200.30
87
Notes
NOTE - 33 CONTINGENT LIABILITIES AND COMMITMENTS (` In Lakh)

(`
A Contingent liabilities As at As at
March 31, 2018 March 31, 2017
a) Claims against the Company not acknowledged as debts (to the extent 2,578.57 1,679.84
quantified)
b) Guarantees
(i) Outstanding bank Guarantees 2,947.99 3,666.60
(ii) Outstanding corporate guarantees given on behalf of
- Indian Subsidiary (Share in sanctioned amount ` 61,065.73/- Lakh [ - 38,968.80
Previous Year ` 61,065.73/- Lakh])
- Indian Associate (Sanctioned amount ` 9,600.00/- Lakh[ Previous Year 4,572.00 5,346.00
` 9,600.00/- Lakh ])
c) Other Money for which Company is Contingently liable
(i) Disputed Demand:
1 Excise Duty 8,915.49 8,336.12
2 Service Tax 1,491.62 1,219.95
3 Customs Duty 18,866.97 19,035.46
4 Income tax 1,992.88 25,371.82
5 Other Acts 349.78 349.78
6 Sales Tax [ Refer Note below (ii) ] 80,221.93 47,614.13
(ii) Deputy State Tax Commissioner Corporate, Rajkot, Gujarat, during inspection under Gujarat Value Added Tax
Act-2003 alleged that dealers from whom purchases were made by the Company during FY 2013-2014 to 2017-
2018 have not paid tax to government treasury and due to that input credit claimed by the Company is not eligible.
It is also alleged that the Company has not done transactions on market price. Therefore, provisional demand of
` 16,207.77/- Lakhs of Tax and `24,311.66/- Lakhs of penalty aggregating to ` 40,519.43/- Lakhs have been made
against the Company and impounded Company’s plants at Kandla which include Refinery, Oleochem and Guargum
Division. The Company has made submissions and following up the matter with the appropriate authorities. The
Company, based on merits of the case, does not expect material liability on this account hence no provision has
been made in the books of accounts for the year ended 31st March 2018.
(iii) During an earlier year , the Company had received claims amounting to US$ 662,67,857.31 ( to the extent quantified)
(iv) 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 has taken
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.
In relation to trading in Castor seed contracts on National commodity and Derivative Exchange limited (NCDEX),
pending investigation by Security Exchange Board of India [SEBI] amount of liability, if any, can not be assertained
at this stage.
(v) 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 initiated under section 26(1) of
the Act. The hearing was completed on 28.06.2016 and director general of competition commission has passed
the order citing that there was no contravention of the said sections and agrived by the same the other party filed
the writ pettion in high court in delhi. The final order of the High Court is awaited. Pending receipt of the order,
liability, if any, that may arise in this regard cannot be ascertained at this stage.
(vi) EPCG Licences benefit in event of default of Export Obligation 16.21 106.95
88
Notes
A Contingent liabilities As at As at
March 31, 2018 March 31, 2017
B Commitments
a) Estimated amount of contracts remaining to be executed on capital account and 290.40 155.36
not provdied for (Net of advances)
b) Other Commitments
(v) Export Obligations in relation to EPCG Benefits 138.19 961.12
NOTE - 34
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 ` 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
` 2,276.43/- Lakh till March 31, 2018. The Company expects to recover the balance amount of ` 560.09/- Lakh fully. Accordingly,
no provision for doubtful debts is considered necessary in this regards.
NOTE - 35
The Company has incurred losses, its liabilities exceeded total assets and its net worth has been fully eroded as at 31st March 2018. In
view of the continuing default in payment of dues, certain lenders have sent notices/letters recalling their loans given and called upon
the Company to pay entire dues and other liabilities, receipt of invocation notices of corporate guarantees given by the Company,
while also invoking the personal guarantee of Promoter Directors. Certain lenders have also issued wilful defaulter notices and filed
petition for winding up of the Company.
As mentioned in Note No.1, the honourable NCLT has admitted a petition to initiate insolvency proceeding against the Company
under the Code. As per the Code, it is required that the Company be managed as a going concern during the CIRP. Further, under
the CIRP, a resolution plan needs to be presented to and approved by the CoC, post which it will need to be approved by the NCLT
to keep the Company as a going concern. Currently, the RP is in process of evaluating the resolution plans received from potential
resolution applicants.
The future prospects of the Company would be determined on the completion of CIRP. Hence, in view of the above facts and
continuing operations of the Company, the financial statement have been prepared on a going concern basis.
NOTE - 36
Disclosures pursuant to regulation 34(3) and 53(f) of schedule V of the SEBI ( Listing obligations and disclosure
requirments) Regulations, 2015
(a) Loans & Advance in the nature of loans to Subsidiaries 0.23
(b) Loans & Advance in the nature of loans to Associates NIL
(c) Loans and advances in the nature of loans to Fims/Companies in which directors are interested NIL
(d) 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
89
Notes
NOTE - 37
The Company has availed the exemption available under Para D13AA of Ind AS - 101 of “First time adoption of Indian Accounting
Standards”. Accordingly, exchange gains and losses on foreign currency borrowings taken prior to April 1, 2016 which are related
to the acquisition or construction of qualifying assets are adjusted in the carrying cost of such asset.
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.
Accordingly, during the year the Company;
(a) has adjusted exchange (loss) of ( ` 257.01/- Lakh) [ Previous Year ((`` 515.34/- Lakh)] in respect of long term foreign currency
monetary items relating to acquisition of depreciable fixed assets to the cost of fixed assets [ Refer Note 3a(i)(a)] 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 ((`` Nil ) [Previous Year ((`` 125.82/- Lakh)] being the unamortised portion in Foreign Currency Monetary
Item Translation difference Account [Refer Note 12 H ].
NOTE - 38 SEGMENT REPORTING

A. General Information
(a) Factors used to identify the entity’s reportable segments, including the basis of organisation
Based on the criterion as mentioned in Ind-As-108-” Operating Segment”, the Company has identified its reportable
segments, as follows:
• Segment-1, Seed Extractions
• Segment-2, Vanaspati
• Segment-3, Oils
• Segment-4, Food Products
• Segment-5, Wind Power Generation
• Segment-6, Others
Unallocable - All the segments other than segments identified above are collectively included in this segment. The Chief
Operating Decision Maker (“CODM”) evaluates the Company’s performance and allocates resources based on an
analysis of various performance indicators by operating segments. The CODM reviews revenue and gross profit as the
performance indicator for all of the operating segments.
(b) Following are reportable segments
Reportable segment Description
Seed Extractions Various types of seed extractions
Vanaspati Vanaspati, Bakery fats and Table spread
Oils Crude oils, refined oils
Food Products Textured Soya protein and Soya flour
Wind Power Generation Electricity Generation from Wind Mills
(c) Other Segement

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 Castor seed and Cotton seed oil cake.
By products related to each segment have been included under the respective segment.
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.
90
NOTE - 38 SEGMENT REPORTING (Contd.)
B.1. Information about reportable segments- Financial Year 2017-2018 (` in Lakh)
Particulars Seed Vanaspati Oils Food Wind Turbine Others Unallocated Total
Extractions Products Power
Generation
Notes
SEGMENT REVENUE
External Revenue 2,10,636.87 74,664.44 10,14,767.64 50,635.20 5,686.67 38,513.49 - 13,94,904.31
Less Intersegment Sales 1,23,964.29 - 70,128.48 - 1,398.24 - - 1,95,491.01
Total Segment Revenue 86,672.58 74,664.44 9,44,639.16 50,635.20 4,288.43 38,513.49 - 11,99,413.30
Segment Profit/ (Loss) before interest and taxes 142.45 290.03 15,676.18 1,117.41 2,513.26 (16,603.11) - 3,136.22
Add: Unallocable Income net of Unallocable Expenses - - - - - - (3,569.40) (3,569.40)
Less: Interest / Finance cost - - - - - - 85,573.39 85,573.39
Less: Provision for Doubtful Debts and advances and Bad Debts and - - - - - - 5,15,017.83 5,15,017.83
Financial Guarantee Obligation and Others
Profit before tax (6,01,024.40)
Tax Expenses credited to profit and loss (43,696.41) (43,696.41)
Profit after tax (5,57,327.99)
Other Information
SEGMENT ASSETS 73,623.25 23,672.76 1,77,105.58 12,957.43 40,308.86 23,507.54 4,14,684.12 7,65,859.54
SEGMENT LIABILITIES 8,871.79 14.78 3,30,981.20 400.41 - 46,800.00 8,33,650.84 12,20,719.02
CAPITAL EXPENDITURE 55.23 16.66 226.65 8.84 - (37.55) - 269.83

DEPRECIATION / AMORTISATION 3,513.77 1,124.87 5,759.60 537.97 1,866.71 595.02 638.75 14,036.69
NON CASH EXPENSES 5,15,017.83 5,15,017.83
B.2. Information about reportable segments-Financial Year 2016-2017 (` in Lakh)
Particulars Seed Vanaspati Oils Food Wind Turbine Others Unallocated Total
Extractions Products Power
Generation
SEGMENT REVENUE
External Revenue 2,57,405.63 73,990.43 14,31,378.59 56,333.33 6,152.33 2,25,372.87 - 20,50,633.18
Less Intersegment Sales 1,28,993.65 - 67,579.10 - 1,370.69 - - 1,97,943.44
Total Segment Revenue 1,28,411.98 73,990.43 13,63,799.49 56,333.33 4,781.64 2,25,372.87 - 18,52,689.74
Segment Profit/ (Loss) before interest and taxes (1,632.54) 279.41 27,435.88 2,520.56 3,125.64 17,809.06 - 49,538.01
Add: Unallocable Income net of Unallocable Expenses - - - - - - (283.15) (283.15)
Add: Exceptional Items - - - - - - 4,490.40 4,490.40
Less: Provision for Doubtful Debts and advances and Bad Debts and - - - - - - 1,30,297.47 1,30,297.47
Financial Guarantee Obligation and Others
Tax Expenses credited to profit and loss (37,323.24) (37,323.24)
Other Information
SEGMENT ASSETS 1,61,921.16 29,228.84 4,98,553.51 17,495.53 40,679.21 1,80,549.21 3,97,165.27 13,25,592.73
CAPITAL EXPENDITURE 1,015.06 34.67 1,009.62 110.77 - (29.10) - 2,141.02
DEPRECIATION / AMORTISATION 4,033.86 1,246.42 6,078.35 564.48 1,854.06 951.32 877.06 15,605.55
91
NON CASH EXPENSES 1,30,297.47 1,30,297.47
Notes
NOTE - 38 SEGMENT REPORTING (Contd.)

C. Revenue from Operation/ Non current assets: (` In Lakh)
March 31, 2018 March 31, 2017
I Revenue
Within India 11,29,631.93 17,13,884.43
Outside India 69,781.37 1,38,805.31
Total Revenue 11,99,413.30 18,52,689.74
March 31, 2018 March 31, 2017
II Non-Current Assets*
Within India 5,43,146.56 5,57,975.65
Outside India - -
* Non-current assets other than financial assets and income tax.
NOTE - 39 RELATED PARTY RELATIONSHIPS, TRANSACTIONS AND BALANCES

As per Ind AS-24, the disclosure of transactions with related parties are given below :
(A) List of related parties where control exists with whom transactions have taken place and relationships.
(i) Person or a close members has control or joint control, significant influence on the reporting entity or is member
of KMP in reporting entity
(a) Name of persons/KMP Relation
Mr. Dinesh Shahra Managing Director and person having significant influence
Mr. V. K. Jain Whole-time Director
Mr. Ramjilal Gupta Company Secretary
Mr. V. Suresh Kumar upto 03.09.2016 Chief Financial Officer
Mr. Anil Singhal w.e.f. 13.09.2016 Chief Financial Officer
Mr. Navin Khandelwal Independent Director
Mr. Prabhu Lal Dwivedi upto 28.04.2017 Independent Director
Mr. N. Murugan upto 28.03.2018 Independent Director
Mrs. Meera Dinesh Rajda Independent Director
(b) Name of the close members Relation

Mr. Kailash Shahra Brother of Managing Director
Ms. Amrita Shahra Daughter of Managing Director
Mr. Sarvesh Shahra Son of Managing Director
Mr. Suresh Shahra Brother of Managing Director
Mrs. Abha Devi Shahra Wife of Managing Director
Mr. Ankesh Shahra Son of Managing Director
Ms. Amisha Shahra Daughter of Managing Director
Mrs. Vidhyadevi Khandelwal Sister of Managing Director
(ii) (a) Entity and reporting entity are members of the same group ( which means that each parent, subsidiary
and fellow subsidiary is related to the others)
Name of persons/entities Relation
Ruchi Worldwide Limited Subsidiary
RSIL Beneficiary Trust Trust
RSIL Holdings Pvt. Ltd. Subsidiary
92
Notes
Ruchi Agri Trading Pte. Limited, Singapore Step-down Subsidiary

Mrig Trading Pvt. Limited Subsidiary
Ruchi Ethopia Holdings Limited Subsidiary
Ruchi Industries Pte. Limited Subsidiary
Ruchi Agri PLC Step-down Subsidiary
Ruchi Agri Plantation (Cambodia) Pte. Limited Step-down Subsidiary
Palmolien Industries Pte. Limited Step-down Subsidiary
Ruchi Agri SARLU Step-down Subsidiary
Ruchi Middle East DMCC Step-down Subsidiary
(ii) (b) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member
of a group of which the other entity is a member)
Ruchi Hi-rich Seeds Pvt Ltd Associate
Ruchi J-Oil Private Limited Joint Venture
GHI Energy Private Limited Associate
Indian Oil Ruchi Biofuels LLP Partner
Ruchi Kagome Foods India Pvt. Ltd (upto 12.05.2016) Associate
(iii) The entity is controlled or jointly controlled by a person identified in (i)

Name of persons/entities
Shahra Brothers Private Limited
Mahadeo Shahra & Sons
High Tech Realty Pvt. Ltd.
Disha Foundation Trust
Mahakosh Holdings Pvt. Ltd.
Shahra Estate Private Limited
Ruchi Biofuels Pvt. Ltd.
Dinesh Shahra HUF
Kailash Shahra HUF
Suresh Shahra HUF
Santosh Shahra HUF
Ruchi Infrastructure Limited (upto 08.04.2016)
Mahadeo Shahra Sukrat Trust
Note: The list of investments in subsidiaries, associates and joint venture along with proportion of ownership interest held and
country of incorporation are disclosed in consolidated financial statements.
93
Notes
(` In Lakh)
S.No. Particulars 2017-18 2016-17
1 Payment to Key Managerial Personnel / Relative
Mr. Dinesh Shahra 89.29 158.71
Mr. V. K. Jain 51.67 44.85
Mr.Ramjilal Gupta 64.05 58.25
Mr. V. Suresh Kumar - 41.60
Mr. Anil Singhal 81.32 39.51
Mr. Sarvesh Shahra - 23.89
2 Sitting Fee Expenses
Mr. Kailash Shahra - 0.25
Mr. Navin Khandelwal 1.05 0.80
Mr. Prabhu Lal Dwivedi 0.35 1.10
Mr. N. Murugan 0.70 0.40
Mrs. Meera Dinesh Rajda 0.55 0.10
3 Rent Paid/ Storage Charges Expenses
Mrs. Abhadevi Shahra - 4.50
Mr. Ankesh Shahra - 0.53
Shahra Brothers Private Limited 3.11 2.97
Mahadeo Shahra & Sons - 1.38
Disha Foundation (Trust) 218.83 157.85
Mahakosh Holdings Private Limited 4.87 5.06
Dinesh Shahra HUF - 0.08
Suresh Shahra HUF 9.57 9.45
Santosh Shahra HUF 3.39 3.43
4 Fees Expenses
5 Revenue from Operations
Ruchi Worldwide Limited 1,693.55 673.54
Ruchi J-Oil Private Limited 1,090.78 1,348.24
GHI Energy Private Ltd. - 8,464.66
6 Contract Settlement Gain (On Sales)
Ruchi Worldwide Limited - 1,680.91
7 Reimbursement of Expenses Received (Net)
Ruchi J-Oil Private Limited 69.20 124.52
GHI Energy Private Ltd. - 55.20
Ruchi Kagome Foods India Pvt. Ltd - 1.02
8 Purchase of Goods
Ruchi Agritrading Pte. Limited 4,065.58 17,713.05
Ruchi J-Oil Private Limited 1,089.06 743.45
Mahadeo Shahra & Sons 173.38 185.04
Ruchi Bio Fuels Private Limited - 1,136.97
9 Processing Charges
Ruchi J-Oil Private Limited - 19.48
Ruchi Infrastructure Ltd. - 4.20
10 Reimbursement of Expenses
94
Notes

11 Donation Given
Mahadeo Shahra Sukrat Trust 5.00 -
12 Impairment in value of investment
RSIL Holdings Pvt. Ltd. 54.51 203.39
Ruchi Industries Pte. Limited 3,802.48 -
Ruchi J-Oil Private Limited - 1,771.05
GHI Energy Private Limited 137.34 17.61
13 Loans and Advances Receivable
Mr.Anil Singhal - 8.88
RSIL Beneficiary Trust 0.85 0.35
Mrig Trading Private Limited 0.23 0.02
14 Other Liabilities Payable
Mr. V. K. Jain - 5.75
Mr.Ramjilal Gupta - 4.18
Mr.Anil Singhal 0.07 6.77
15 Other Financial Liabilities
Mr. V. K. Jain 0.49 0.15
Mr.Ramjilal Gupta 1.00 -
Mr.Anil Singhal 0.40 -
Mr. Kailash Shahra 3.50 3.50
Mr. Sarvesh Shahra 5.08 5.08
16 Trade Payables
Ruchi Worldwide Limited 37,010.36 38,728.89
Ruchi Agritrading Pte. Limited** 18,959.98 18,311.52
Ruchi J-Oil Private Limited 31.13 -
Disha Foundation (Trust) 76.06 -
Santosh Shahra HUF 0.90 -
17 Trade Receivables
18 Security Deposit Receivable
High Tech Realties Private Limited 750.00 750.00
Disha Foundation (Trust) 1,350.00 1,350.00
Suresh Shahra HUF - 11.00
19 Sitting Fees Payable
Mr. Navin Khandelwal - 0.05
Mr. Prabhu Lal Dwivedi - 0.35
Mr. N. Murugan 0.10 -
20 Service Charges Received / Receivable
95
Notes

21 Interest Received/ Receivable (net)
Ruchi Bio Fuels Private Limited - 143.25
22 Commission Paid / Payable
23 Guarantees Given
Ruchi Worldwide Limited 61,065.73 61,065.73
GHI Energy Private Ltd. 9,600.00 9,600.00
24 Investment in Subsidiary, Associate and Joint Venture
Ruchi Worldwide Limited - -
RSIL Holdings Pvt. Ltd. 348.10 402.61
Mrig Trading Pvt. Limited 1.00 1.00
Ruchi Ethopia Holdings Limited - -
Ruchi Industries Pte. Limited - 3,802.48
GHI Energy Private Limited 819. 24 956.58
Indian Oil Ruchi Biofuels LLP 1.53 1.77
** Trade Payables include `19005.65/- Lakh on account of Bills of Exchange drawn by the suppliers on the company ( for the goods
supplied to company) and discounted by the suppliers with their bankers on without recourse basis.[ Refer Note 16b ]
Note :- Since Resolution Professional Mr.Shailendra Ajmera has been appointed persuant to NCLT order dated 15.12.2017 under
IBC, he is not considered as Releted Party.
NOTE - 40 EARNINGS PER SHARE (EPS)

Basic EPS amounts are calculated by dividing the profit/(Loss) for the year attributable to equity holders by the weighted average
number of Equity shares outstanding during the year.Diluted EPS amounts are calculated by dividing the profit/(Loss) attributable
to equity holders by the weighted average number of Equity shares outstanding during the year plus the weighted average number
of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.
i. Profit attributable to Equity holders (` In Lakh)
(`
March 31, 2018 March 31, 2017
` `
Profit /(Loss) after tax attributable to equity holders (5,57,327.99) (1,25,719.81)
Profit/(Loss) attributable to equity holders of the for basic earnings (5,57,327.99) (1,25,719.81)
Expenses directly charged to Reserves (60.68) (19,264.77)
Profit/(Loss) attributable to equity holders before Exceptional Items (5,57,388.67) (1,44,984.58)
- Less : Exceptional Items ( Net of taxes) - 4,490.40
Profit/(Loss) attributable to equity holders After Exceptional Items (5,57,388.67) (1,49,474.98)
Weighted average number of shares for Basic EPS and Diluted EPS (In Lakhs) 3,264.71 3,264.71
Basic earnings per share ( in `) (170.73) (44.41)
Diluted earnings per share ( in `) (170.73) (44.41)
Note:
Stock options has an anti-dilutive effect on earnings per share hence have not been considered for the purpose of computing diluted
earning per share.
96
Notes
NOTE - 41 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

A. Accounting classification and fair values (` In Lakh)
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels
in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the carrying
amount is a reasonable approximation of fair value. A substantial portion of the Company’s long-term debt has been contracted
at floating rates of interest, which are reset at short intervals. Accordingly, the carrying value of such long-term debt approximates
fair value.
Carrying amount Fair value
(i) March 31, 2018 Note FVTPL FVTOCI Total Fair Amortised Total Level 1 Level 2 Level 3 Total
No. Value Cost
Non Current assets
Financial assets
(i) Investments 5(a) 1,693.24 1,693.24 1,778.24 3,471.48 1,417.98 272.76 2.50 1,693.24
(ii) Loans 5(b) - 3,912.67 3,912.67 -
(iii) Others 5(c) - 930.69 930.69 -
Current assets
Financial assets
(i) Investments 8(a) 1,571.26 1,571.26 8.37 1,579.63 110.58 1,460.68 1,571.26
(ii) Trade receivables 8(b) - 24,961.47 24,961.47 -
(iii) Cash and cash equivalents 8(c) - 3,701.34 3,701.34 -
(iv) Bank Balance other than above 8(d) - 13,942.15 13,942.15 -
(v) Loans 8(e) - 559.03 559.03 -
(vi) Others 8(f) 100.19 100.19 1,943.03 2,043.22 100.19 100.19
1,671.45 1,693.24 3,364.69 51,736.99 55,101.68 1,528.56 1,833.63 2.50 3,364.69
Non Current liabilities
Financial liabilities
(i) Borrowings 13 153.68 153.68 5,622.00 5,775.68 153.68 153.68
Current liabilities
(i) Borrowings 16(a) - 659,209.83 659,209.83 -
(ii) Trade payables 16(b) - 290,791.90 290,791.90 -
(iii) Other Financial liability 16(c) 490.74 490.74 252,432.78 252,923.52 490.74 490.74
644.42 - 644.42 1,208,056.51 1,208,700.93 - 644.42 - 644.42
(ii) March 31, 2017 Note FVTPL FVTOCI Total Fair Amotised Total Level 1 Level 2 Level 3 Total
No. Value Cost
Non Current assets
Financial assets
(i) Investments 5(a) 1,642.70 1,642.70 7,135.53 8,778.23 1,401.13 235.56 6.01 1,642.70
(ii) Loans 5(b) - 6,559.01 6,559.01 -
(iii) Others 5(c) - 938.76 938.76 -
Current assets
Financial assets
(i) Investments 8(a) 100.22 100.22 8.37 108.59 100.22 100.22
(ii) Trade receivables 8(b) - 507,528.11 507,528.11 -
(iv) Bank Balance other than above 8(d) - 6,199.66 6,199.66 -
(v) Loans 8(e) - 1,119.10 1,119.10 -
(vi) Other 8(f) 4,597.33 4,597.33 703.35 5,300.68 4,597.33 4,597.33
4,697.55 1,642.70 6,340.25 538,348.22 544,688.47 1,501.35 4,832.89 6.01 6,340.25
97
Notes

No. Value Cost
(i) Borrowings 13 - 6,061.75 6,061.75 -
Current liabilities
(i) Borrowings 16(a) - 455,592.08 455,592.08 -
(ii) Trade payables 16(b) - 518,070.32 518,070.32 -
(iii) Other Financial liability 16(c) 1,194.92 1,194.92 181,864.56 183,059.48 - 1,194.92 1,194.92
1,194.92 - 1,194.92 1,161,588.71 1,162,783.63 - 1,194.92 - 1,194.92
B. Measurement of fair values

Valuation techniques and significant unobservable inputs
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant
unobservable inputs used.
Financial instruments measured at fair value
Type Valuation technique
Currency Futures Based on exchange rates listed on NSE/MCX stock exchange
Commodity futures Based on commodity prices listed on MCX/ NCDX/ACE stock exchange
Forward contracts Based on FEDAI Rates
Interest rate swaps Based on Closing Rates provided by Banks
Open purchase and sale contracts Based on commodity prices listed on NCDEX stock exchange,and prices Available
on Solvent Extractor’s association (SEA) along with quotations from brokers and
adjustments made for grade and location of commodity
Options Based on Closing Rates provided by Banks
NOTE - 42 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

Financial risk management
The Company has exposure to the following risks arising from financial instruments:
(i) Market risk
(a) Currency risk;
(b) Interest rate risk;
(c) Commodity Risk;
(d) Equity Risk;
(ii) Credit risk ; and
(iii) Liquidity risk ;
Risk management framework
The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company’s
primary risk management focus is to minimize potential adverse effects of risks on its financial performance. The Company’s
risk management assessment policies and processes are established to identify and analyze the risks faced by the Company, to set
appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management of
these policies and processes are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Board
of Directors and the Audit Committee are responsible for overseeing these policies and processes.
98
Notes
(i) Market risk

Market risk is the risk of changes in the market prices on account of foreign exchange rates, interest rates and Commodity
prices, which shall affect the Company’s income or the value of its holdings of its financial instruments . The objective of
market risk management is to manage and control market risk exposure within acceptable parameters, while optimising the
returns.
(a) Currency risk
The fluctuation in foreign currency exchange rates may have potential impact on the profit and loss account, where any
transaction has more than one currency or where assets/liabilities are denominated in a currency other than the functional
currency of the entity.
Considering the countries and economic environment in which the Company operates, its operations are subject to risks
arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in U.S. dollar and
Euro, against the respective functional currencies (`) of Ruchi Soya Industries Limited.
The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to
hedge foreign exchange and interest rate exposure. The Company does not use derivative financial instruments for trading
or speculative purposes.
Exposure to currency risk
The summary quantitative data about the Company’s exposure to currency risk as reported by the management of the Company is
as follows:
(` In Lakh)
EUR USD AUD EUR MYR USD AUD
Exposure Exposure Exposure Exposure Exposure Exposure in Exposure
in INR in INR in INR in INR in INR INR in INR
Receivable net exposure
Trade receivables* 3,852.85 1,31,149.86 4.21 4,138.82 - 1,57,129.80 12.97
Net statement of financial position exposure 3,852.85 1,31,149.86 4.21 4,138.82 - 1,57,129.80 12.97
Forward exchange contracts against exports - 9,707.80 - - - 26,807.22 -
Receivable net exposure 3,852.85 1,21,442.06 4.21 4,138.82 - 1,30,322.58 12.97
Payable net exposure
Borrowings - 27,731.67 - - - 83,618.32 -
Trade payables and other financial liabilities - 3,19,984.19 - - 5.51 4,77,621.83 -
Statement of financial position exposure - 3,47,715.86 - - 5.51 5,61,240.15 -
Forward exchange contracts against imports and - 11,319.67 - - - 6,853.90 -
foreign currency payables
Currency option contracts - - - - - - -
Payable net exposure - 3,36,396.19 - - 5.51 5,54,386.25 -
Total net exposure on Receviables /(Payables) 3,852.85 (2,14,954.13) 4.21 4,138.82 (5.51) (4,24,063.67) 12.97
Sensitivity analysis
A 1% strenghtening / weakening of the respective foreign currencies with respect to functional currency of Company would result
in increase or decrease in profit or loss as shown in table below.The following analysis has been worked out based on the exposures
as of the date of statements of financial position.
Profit/(Loss) March 31, 2018 Profit/(Loss) March 31, 2017
Effect in Indian Rupees Strengthening Weakening Strengthening Weakening
EUR 38.53 (38.53) 41.39 (41.39)
USD (2,149.54) 2,149.54 (4,240.64) 4,240.64
AUD 0.04 (0.04) 0.13 (0.13)
MYR - - (0.06) 0.06
*Excluding provision for doubtful debts ` 1,30,674.31/- Lak
99
Notes
i(b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company’s exposure to market risk for changes in interest rates relates to borrowings from financial
institutions and others. The Company manages its interest rate risk arising from foreign currency floating rate loans by using
interest rate swaps as hedges of variability in cash flows attributable to interest rate risk.
For details of the Company’s short-term and long term loans and borrowings, Refer Note 13(a), 16 (a) and 16(c) of these
financial statements.
Interest rate sensitivity - fixed rate instruments
The Company’s fixed rate borrowings Preference Shares issued to Ruchi Infrastructure Limited @ 6% in the year 2010-2011
and Investments into Preference Shares of GHI Energy Private Limited @ 6% in the year 2011-2012 are carried at fair value.
They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future
cash flow will fluctuate because of a change in market interest rates.
Interest rate sensitivity - variable rate instruments
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased /(decreased)
equity and profit or loss by amounts shown below. This analysis assumes that all other variables, in particular, foreign currency
exchange rates, remain constant. This calculation also assumes that the change occurs at the balance sheet date and has been
calculated based on risk exposures outstanding as at that date.
(` In Lakh)
A. March 31, 2018
Particulars Impact on Profit/(loss) before tax
100 bp increase 100 bp decrease
On account of Variable Rate Borrowings from Banks (7,964.19) 7,964.19
Sensitivity (7,964.19) 7,964.19
B. March 31, 2017
Impact on Profit/(loss) before tax
Particulars 100 bp increase 100 bp decrease
On account of Variable Rate Borrowings from Banks (5,266.99) 5,266.99
Sensitivity (5,266.99) 5,266.99
i(c) Commodity risk
The prices of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as whether, government
policies, changes in global demand resulting from population growth and changes in standards of living and global production
of similar and competitive crops. During its ordinary course of business, the value of the Company’s open sales and purchases
commitments and inventory of raw material changes continuously in line with movements in the prices of the underlying
commodities. To the extent that its open sales and purchases commitments do not match at the end of each business day, the
Company is subjected to price fluctuations in the commodities market.
While the Company is exposed to fluctuations in agricultural commodities prices, its policy is to minimise its risks arising from
such fluctuations by hedging its sales either through direct purchases of a similar commodity or through futures contracts on
the commodity exchanges. The prices on the commodity exchanges are generally quoted up to twelve months forward.
In the course of hedging its sales either through direct purchases or through futures, the Company may also be exposed to
the inherent risk associated with trading activities conducted by its personnel. The Company has in place a risk management
system to manage such risk exposure.
At the balance sheet date, a 1% increase/decrease of the commodities price indices, with all other variables remaining constant,
would result in (decrease)/increase in profit before tax and equity by the amounts as shown below:
(` In Lakh)
Profit/(loss) Profit/(loss)
March 31, 2018 March 31, 2017
Effect of (increase) / decrease in prices (33.32) 33.32 (657.69) 657.69
Profit before taxes
Assumptions used for calculation
Inventory Commodity price * 1%
Derivative contract Rate * 1%
100
Notes
i(d) Equity risk

Equity Price Risk is related to the change in market reference price of the investments in equity securities. The fair value of
some of the Company’s investments in Fair value through Other Comprehensive Income securities exposes the Company to
equity price risks. In general, these securities are not held for trading purposes. These investments are subject to changes in
the market price of securities. The fair value of equity securities as of March 31, 2018, was ` 1,417.98/- Lakh [ Previous Year
1401.13/- Lakh] . A sensex standard deviation of 5% [ Previous Year 5% ] would result in change in equity prices of securities
held as of March 31, 2018 by ` 70.90/-Lakh.[ Previous Year ` 70.06/-Lakh ]
(ii) Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet
its contractual obligations and arises principally from the Company’s receivables from customer. The Company establishes an
allowance for doubtful debts and impairment that represents its estimate on expected loss model .
A. Trade and other receivables
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics
of the customer, including the default risk of the industry has an influence on credit risk assessment. Credit risk is managed
through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which
the Company grants credit terms in the normal course of business.
Summary of the Company’s exposure to credit risk by age of the outstanding from various customers is as follows:
(` In Lakh)
Particulars As at March 31, 2018 As at March 31, 2017
Neither past due nor impaired
Past due but not impaired
Past due 0–90 days 22,909.11 2,39,909.57
Past due 91–180 days 980.48 90,616.97
Past due more then 180 days 1,537.13 3,89,358.13
25,426.72 7,19,884.67
Expected credit loss assessment for customers as at March 31, 2018 and March 31, 2017
Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine expected
credit losses.Impaired amounts are based on lifetime expected losses based on the best estimate of the managment. The
impairment loss related to several customers that have defaulted on their payments to the Company and are not expected to
be able to pay their outstanding balances.The Company has made further provision for doubtful debts.
The movement in the allowance for impairment in respect of trade and other receivables during the year was as
follows.
(` In Lakh)
March 31, 2018
Balance as at April 1, 2017 2,13,946.42
Impairment loss recognised as per ECL/ Provision for doubtful debts 4,42,614.37
Balance as at March 31, 2018 6,56,560.79
follows.
(` In Lakh)
March 31, 2017
Balance as at April 1, 2016 79,555.01
Impairment loss recognised as per ECL 1,40,615.26
Amounts written off 6,223.85
B. Cash and cash equivalents
The Company holds cash and cash equivalents with credit worthy banks and financial institutions of ` 3,701.34/- Lakh as at
March 31, 2018 [Previous Year ` 8,156.33/- Lakh ].The credit worthiness of such banks and financial institutions is evaluated
by the management on an ongoing basis and is considered to be good.
101
Notes
C. Derivatives
The derivatives are entered into with credit worthy banks and financial institution on counterparties. The credit worthiness of
such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.
D. Investments
The Company limits its exposure to credit risk by generally investing in liquid securities and only with counter-parties that have
a good credit rating. The Company does not expect any losses from non-performance by these counter-parties apart from
those already given in financials, and does not have any significant concentration of exposures to specific industry sectors or
specific country risks.
Financial instruments – Fair values and risk management
(iii) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. Liquidity crises
has led to default in repayment of principle and interest to lenders. The Company has been taking measures to ensure that the
Company’s cash flow from business borrowing is sufficient to meet the cash requirements for the Company’s operations. The
Company managing its liquidity needs by monitoring forecasted cash inflows and outflows in day to day business. Liquidity
needs are monitored on various time bands, on a day to day and week to week basis, as well as on the basis of a rolling 30 day
projections. Net cash requirements are compared to available working capital facilities in order to determine headroom or any
short falls. Presently company’s objective is to maintain sufficient cash to meet its operational liquidity requirements.
Exposure to liquidity risk
The table below analyses the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities
for:
* all non derivative financial liabilities
* net and gross settled derivative financial instruments for which the contractual maturites are essential for the understanding
of the timing of the cash flows.
(` In Lakh)
Carrying Contractual cash flows
A As at March 31, 2018 amount Total 1 year or 1-2 years 2-5 years More than
less 5 years
(i) Non-derivative financial liabilities
Secured term loans and borrowings 7,16,671.80 7,16,641.80 7,16,641.80 - - -
Unsecured term loans and borrowings 5,918.62 5,918.62 296.62 501.07 4,662.20 458.73
Redemable preference shares 153.68 200.00 - - 200.00 -
Trade payables 2,90,791.90 2,90,791.90 2,90,791.90 - - -
Other financial liabilities (repayable on demand) 1,94,674.19 1,94,674.19 1,94,674.19 - - -
(ii) Derivative financial liabilities
Foreign exchange forward contract
– Outflow 28.95 28.95 - - -
– Inflow 36.79 36.79 - - -
Commodity contracts 490.74 490.74 490.74 - - -
B As at March 31, 2017
Unsecured term loans and borrowings 62,762.57 62,762.57 56,900.83 239.75 4,559.29 1,062.70
Trade payables 5,18,070.32 5,18,070.32 5,18,070.32 - - -
– Outflow 32,218.92 32,218.92 - - -
– Inflow 33,661.12 33,661.12 - - -
Commodity contracts 1,194.92 1,194.92 1,194.92 - - -
Note :
The inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial
liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows
net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have
simultaneous gross cash settlement.
102
Notes
NOTE - 43 CAPITAL MANAGEMENT

The Company’s objective when managing the capital is to safeguard the Company’s ability to continue as a going concern. In order to
provide the return to shareholders and benefits to other stakeholder’s and to maintain an optimal capital structure to redue the capital.
The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘total equity’. For this purpose, adjusted net debt is defined as
total debt, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents.
Equity comprises of Equity share capital and other equity. However, in view of certain adverse factors and liquidity problems faced
by the Company, the net worth of the Company has been fully eroded and the Comany is presently under CIRP process and thereby
continue to operate as a going concern.
The Company’s adjusted net debt to adjusted equity ratio was as follows:
(` In Lakh)
A. Particulars As at March 31, 2018 As at March 31, 2017
Non-current Borrowings 5,775.68 6,061.75
Current Borrowings 6,59,209.83 4,55,592.08
Current Maturity :
- From banks - 22,495.70
- From State Government 296.62 151.09
- Finance lease obligations 12.47 25.49
Term Loans from Banks :
- Rupee Loans 32,088.20 19,329.77
Total Debt 7,99,428.39 5,32,937.06
Less : Cash and cash equivalent 3,701.34 8,156.33
Adjusted net debt 7,95,727.05 5,24,780.73
Total equity (4,54,859.48) 1,02,370.61
Adjusted net debt to adjusted equity ratio (1.75) 5.13
B. Dividends
No dividend is paid by the Company in last three Years.
C. Loan Covenants
In order to achieve this overall objective, the Company capital management amongs other things, aims to ensure that it meets
financial covenants attached to the interest bearing loan and borrowings that defined capital structure requirments. There have
been breaches in the financial convenants of interest bearing loan and borrowings in the current period and previous periods.
The lenders have declared the borrowings has non-performing assets as per prudential norms of Reserve Bank of India.[ Refer
Note 44 ]
NOTE - 44
The National Company Law Tribunal (“NCLT”), Mumbai Bench, vide order dated on 15th December 2017 (“Insolvency
Commencement Date”) has initiated Corporate Insolvency Resolution Process (“CIRP”) u/s 7 of the Insolvency and Bankruptcy
Code, 2016 (“the Code”) based on application filed by Standard Chartered Bank and DBS Bank Ltd, financial creditors of the
Company. Mr. Shailendra Ajmera IP Registration No. IBBI/IPA-001/IP-P00304/2017-18/10568 was appointed as Interim Resolution
Professional (“IRP”) to manage affairs of the Company in accordance with the provisions of Code. In the first meeting of Committee
of Creditors (“CoC”) held on 12th January 2018, Mr. Shailendra Ajmera had been confirmed as Resolution Professional (“RP”)
for the Company.As per section 134 of the Companies Act, 2013, the financial statements of the Company are required to be
authenticated by the Chairperson of the Board of Directors, where authorised by the Board or at least two directors, of which one
shall be managing director or the CEO (being a director), the CFO and Company Secretary where they are appointed. Pursuant to
the NCLT order for commencement of the CIRP and in line with the provisions of the Code, the powers of the Board of Directors
stand suspended and be exercised by IRP / RP. These Standalone Financial Statement for the year ended 31st March 2018 have been
prepared by the management of the Company and certified by Mr. Anil Singhal, Chief Financial Officer (‘CFO’) and Mr.Ramjilal
Gupta, Company Secretary (‘CS’). While these financial statement pertain to the year ended 31st March 2018, the RP has not received
103
Notes
any certification, representation, undertaking or statement from the erstwhile Managing Director or any other Directors (the power
of Board of Directors stands suspended in accordance with the Code) for the period prior to commencement of the Corporate
Insolvency Resolution Process (‘CIRP’) i.e. prior to December 15, 2017 (‘Insolvency Commencement Date’). Consequently, the RP
is not in a position to certify on its own the truthfulness, fairness, accuracy or completeness of the financial statements prepared for
such period during the financial year of 2017-18 that is prior to insolvency commencement date.
This financial statement were placed before the RP, the CFO and the Company Secretary on 7th June 2018 for their consideration.
Accordingly, the audited financial statement were considered and recommended in the meeting. In view thereof, the RP, in reliance
of such examination by and the representations, clarifications and explanations provided by the CFO, has approved the same. The
CFO has provided the certifications and representations with responsibility in respect of various secretarial, compliance and board
matters pertaining to the period prior to Insolvency Commencement Date.
The RP has approved these financial Statement only to the limited extent of discharging the powers of the Board of Directors of
the Company (suspended during CIRP) which has been conferred upon him in terms of provisions of Section 17 of the Code.
NOTE - 45
The carrying value of tangible assets (including capital work in progress of ` 2,812.25 Lakhs) and intangible assets as at 31st March
2018 is ` 3,87,337.51 Lakhs and ` 1,51,634.33 Lakhs, respectively. As explained in note no.44 above the Company is under CIRP and
the RP is required to invite submission of resolution plans from potential resolution applicants, which shall be put up for necessary
approvals before the Committee of Creditor (‘CoC’) and the NCLT. The CIRP is not yet concluded and hence, the final outcome is
yet to be ascertained. The company has not taken into consideration any impact on the value of the tangible and intangible assets, if
any, in preparation of Financial Statements as required by Ind-AS 10 on “Events after the reporting period”. Further, the Company
has also not made full assessment of impairment as required by Ind AS 36 on Impairment of Assets, if any, as at 31st March 2018
in the value of tangible and intangible assets.
NOTE - 46
One of the customers who remitted ` 1,189.24 Lakhs in one of the bank account of the Company has not yet reflected in Company’s
bank account. Necessary reconciliation process is being carried out. However, pending reconciliation, the trade receivable is higher
by an equivalent amount as at 31st March 2018.
NOTE - 47
The Demat Statement as at 31st March 2018 which is evidence of ownership for certain investments amounting to ` 1417.98 Lakhs
has not been provided by the depository participant.
NOTE - 48
In respect of Company’s borrowings from banks and financial institutions aggregating ` 1,78,660.55 Lakh, bank balances (current
account and term deposits) aggregating ` 13,43.39 Lakhs, balance confirmations as at 31st March 2018 has not been received by the
Company. In accordance with the Code, public announcement was made calling upon the financial creditors and operational creditors
of the company to submit their claims with the Interim Resolution Professional (‘IRP) by December 29, 2017. In accordance with
the Code, the IRP/RP has to receive, collate and admit the claims submitted against the Company. Such claims can be submitted
to the IRP/RP during CIRP, till the approval of a resolution plan by the CoC. Pursuant to the claims received on December 29,
2017, the CoC was formed on January 5, 2018, and the list of such creditors was duly notified to the NCLT and uploaded on the
company website. Thereafter, there could be regular revisions to the list in view of the claims received and the RP is in the process of
receiving, collating, verifying, seeking clarifications, sending communications for unreconciled balance, seeking additional documents
to substantiate whole or part of the unreconciled balances on such claims.
In respect of claims submitted by the financial creditors as on 15th December 2017, the same is exceeding amount appearing in the
books of accounts. To the extent the process for submission and reconciliation of claims as on the Insolvency Commencement
Date remains an on-going process, no accounting impact in the books of accounts has been made in respect of excess, short or
non-receipts of claims for operational and financial creditors.
104
Notes
NOTE - 49
(i) The Company has not recognised interest payable, after the insolvency commencement date i.e. 15th December 2017, on
borrowings from banks and financial institutions, customer advance, inter corporate deposits received and security deposits
amounting to ` 345,61.14 Lakh. The same is not in compliance with Ind AS - 23 on “Borrowing Cost” read with Ind AS - 109
on “Financial Instruments”.
(ii) In respect of trade payables, customers advances, certain trade receivables and borrowings denominated and payables/
receivables in foreign currency and outstanding at insolvency commencement date i.e. 15th December 2017 and which are
continued to remain outstanding as at 31st March 2018 are not restated at foreign currency closing rate as at 31st March 2018
having an impact on exchange difference loss (net) of ` 1,926.86 Lakhs. The same is not in compliance with Ind AS – 21 on
“The Effects of Changes in Foreign Exchange Rates” that requires foreign currency monetary items shall be translated using
the closing rate.
(iii) Had provision for interest and exchange difference would be recognised, finance cost, total expenses, loss for the year and
total comprehensive income would have been higher by ` 36,488 Lakhs having consequential impact on other current financial
NOTE - 50
The Company had given corporate financial guarantees to the lenders of Ruchi Worldwide Limited, a subsidiary. This subsidiary
defaulted in repayment of their loan obligations and lenders have invoked corporate guarantees and initiated recovery of outstanding
dues. The Company has received claim aggregating to ` 47,500.00 Lakhs from lenders on account of invocation of guarantees. The
Company has assessed the changes in risk/expected cash shortfall to determine expected credit loss allowance to be recognised in
respect of these financial guarantees, as a result total provision towards financial guarantee obligation amounting to ` 10,489.64
Lakhs has been made for the year ended 31st March 2018.
NOTE - 51
The corresponding figure for 31st March, 2017 have been regrouped /reclassified in order to confirm to the presentation for the
current year.
IP-P00304/2017-18/10568
105
Independent Auditors’ Report

To the Members of Section 133 of the Act. The Holding Company’s Board
Ruchi Soya Industries Limited (A Company under corporate of Directors is also responsible for ensuring accuracy
insolvency resolution process vide NCLT order) of records including financial information considered
necessary for the preparation of consolidated financial
REPORT ON THE CONSOLIDATED FINANCIAL statements. The respective Board of Directors of the
STATEMENTS companies included in the Group, its associates and joint
1. We have audited the accompanying consolidated venture are responsible for maintenance of adequate
financial statements of Ruchi Soya Industries Limited accounting records in accordance with the provisions of the
(“hereinafter referred to as the Holding Company”) and Act for safeguarding the assets of the Group, associates and
its subsidiaries (the Holding Company and its subsidiaries joint venture, respectively and for preventing and detecting
together referred to as “the Group”) and it’s associates and frauds and other irregularities; the selection and application
joint venture, comprising of the consolidated Balance Sheet of appropriate accounting policies; making judgements and
as at 31st March 2018, the consolidated Statement of Profit estimates that are reasonable and prudent; and the design,
and Loss (including Other Comprehensive Income), the implementation and maintenance of adequate internal
consolidated Cash Flow Statement and the consolidated financial controls, that were operating effectively for
Statement of Changes in Equity for the year then ended ensuring the accuracy and completeness of the accounting
and a summary of significant accounting policies and other records, relevant to the preparation and presentation of the
explanatory information prepared based on the relevant consolidated financial statements that give a true and fair
records (hereinafter referred to as “the Consolidated view and are free from material misstatement, whether due
Financial Statements”). to fraud or error, which has been used for the purpose of
preparation of the consolidated financial statements by the
The Hon’able National Company Law Tribunal (“NCLT”),
Directors of the Holding Company, as aforesaid.
Mumbai Bench, admitted petition for initiation of
Corporate Insolvency Process (“CIRP”) u/s 7 of the AUDITORS’ RESPONSIBILITY
Insolvency and Bankruptcy Code, 2016 (“the Code”) filed 3. Our responsibility is to express an opinion on these
by financial creditors vide order no. CP1371 & CP1372/ consolidated financial statements based on our audit. While
I&BP/NCLT/MAH/2017 delivered on 15th December conducting audit, we have taken into account the provisions
2017 and appointed an Interim Resolution Professional of the Act, the accounting and auditing standards and
(“IRP”) to manage affairs of the Holding Company in matters which are required to be included in the audit report
accordance with the provisions of Code. The Committee under the provisions of the Act and the Rules made there
of Creditors of the Holding Company, in its meeting held under.
on 12th January 2018 confirmed the IRP as Resolution 4. We conducted our audit of the consolidated financial
W
Professional (“RP”) for the Holding Company. In view statements in accordance with the Standards on Auditing
of pendency of the CIRP the management of affairs of specified under Section 143(10) of the Act. Those Standards
the Holding Company and power of Board of Directors require that we comply with ethical requirements and plan
are now vested with RP. These Consolidated Financial and perform the audit to obtain reasonable assurance about
Statements have been prepared by the management of the whether the consolidated financial statements are free from
Holding Company and Certified by Mr. Anil Singhal, Chief material misstatement.
Financial Officer and Mr. R. L. Gupta, Company Secretary 5. An audit involves performing procedures to obtain
and approved by RP. audit evidence about the amounts and disclosures in
the consolidated financial statements. The procedures
MANAGEMENT’S AND RESOLUTION
selected depend on the auditors’ judgement, including the
PROFESSIONAL’S RESPONSIBILITY FOR THE
assessment of the risks of material misstatement of the
CONSOLIDATED FINANCIAL STATEMENTS
consolidated financial statements, whether due to fraud
2. The Holding Company’s Board of Directors is responsible or error. In making those risk assessments, the auditor
for the preparation of these consolidated financial considers internal financial control relevant to the Holding
statements in terms of the requirements of the Companies Company’s preparation of the consolidated financial
Act, 2013 (hereinafter referred to as “the Act”) that statements that give a true and fair view, in order to design
give a true and fair view of the consolidated financial audit procedures that are appropriate in the circumstances.
position, consolidated financial performance including An audit also includes evaluating the appropriateness of
other comprehensive income, consolidated cash flows and the accounting policies used and the reasonableness of
consolidated changes in equity of the Group including the accounting estimates made by the Holding Company’s
associates and joint venture in accordance with accounting Board of Directors/Management/Resolution Professional,
principles generally accepted in India including the Indian as well as evaluating the overall presentation of the
Accounting Standards specified in the Companies (Indian consolidated financial statements.
Accounting Standards) Rules, 2015 (as amended) under
106
6. We believe that the audit evidence obtained by us and the

W 2017, on borrowing from banks and financial
audit evidence obtained by the other auditor in terms of institutions, customer advances, inter corporate deposits
their reports referred to in sub-paragraph (i), (ii) and (iv) and security deposits received, which is not in compliance
of the Other Matters paragraph below is sufficient and with requirements of Ind AS - 23 on “Borrowing
appropriate to provide a basis for our audit opinion on the Cost” read with Ind AS - 109 on “Financial
consolidated financial statements. Instruments”.
(
(b) The Holding Company has not translated foreign
T
7. BASIS FOR QUALIFIED OPINION
currency trade payables, certain trade receivables,
(i) As mentioned in Note no. 47 of the Consolidated Financial borrowings and customer advance as at 31st March
Statements, no impairment assessment of tangible and 2018 using closing exchange rate having an impact
intangible assets in carrying value as at 31st March 2018 on exchange difference loss of ` 1926.86 Lakh. The
is made by Holding Company. Therefore, we are unable to same is not in compliance with Ind AS – 21 on “The
comment on consequential impairment, if any, that is required Effects of Changes in Foreign Exchange Rates”
to be made in carrying value of property, plant and equipment
and intangible assets. (
(c) Had provision for interest and exchange difference would
H
be recognised, finance cost, total expenses, loss for the year
(
(ii) Attention is drawn to Note no. 48 of the Consolidated
At
and total comprehensive income would have been higher
Financial Statements, wherein it is stated that trade receivables
by ` 36488.00 Lakh having consequential impact on
are higher by ` 1189.24 Lakh as at 31st March 2018 since
other current financial liability and other equity.
equivalent amounts of funds remitted by the customer is not
credited by bank in Holding Company’ accounts. (
(vi) We have been informed by Resolution Professional that
W
(
(iii) Attention is drawn to Note no. 49 of the Consolidated
At certain information including the minutes of meetings of the
Financial Statements regarding non-availability of Demat Committee of Creditors and the outcome of certain procedures
Statement in respect of investments amounting to ` 1417.98 carried out as a part of the CIRP are confidential in nature
Lakh held by holding company as at 31st March 2018. and could not be shared with anyone other than the Committee
Accordingly, we are unable to comment on the possible of Creditors and NCLT. Accordingly, we are unable to
financial impact, presentation and disclosures, related to those comment on the possible financial impact, presentation and
investments. disclosures, if any, that may arise if we have been provided
access to those information.
(iv) As mentioned in Note no. 50 of the Consolidated Financial
Statements:- 8. QUALIFIED OPINION
(
(a) In respect of Holding Company’s borrowings In our opinion and to the best of our information and
from banks and financial institutions aggregating according to the explanations given to us, except for the possible
` 659929.75 Lakh, bank (current account and term effects of the matter described in Paragraphs above “Basis for Qualified
deposits) balances aggregating ` 17882.96 Lakh, bank Opinion, the aforesaid consolidated financial statements
guarantees given by the Holding Company aggregating give the information required by the Act in the manner
to ` 2947.99 Lakh, independent balance confirmations so required and give a true and fair view in conformity
as at 31st March 2018 is not received. with the accounting principles generally accepted in India
(b) As a part of CIRP of Holding Company, creditors including Ind AS specified under Section 133 of the Act,
were called upon to submit their claims. In aggregate, of the consolidated financial position of the Group, its
claims submitted by the Financial Creditors exceeded associates and joint venture, as at 31st March 2018, and
the amount as appearing in the books of accounts. The their consolidated financial performance (including Other
process of submitting claims is still going on and it is Comprehensive Income), their consolidated cash flows and
also under reconciliations with amount as appearing consolidated changes in equity for the year ended on that
in the books of accounts. Pending reconciliations and date.
final outcome of the CIRP, no accounting impact in the
books of accounts has been made in respect of excess, 9. EMPHASIS OF MATTERS
short, or non-receipts of claims for operational and (
(i) We draw attention to the Note no. 46 of the
W
financial creditors. Hence, consequential impact, if any, Consolidated Financial Statements regarding
on the consolidated financial statements is not currently preparation of consolidated financial statements on
ascertainable. going concern basis, which states that the Group
(
(v) Attention is drawn to Note No. 51 of Consolidated Financial has incurred cash losses, its liabilities exceeded total
Statements:- assets and its net worth has been fully eroded as on
(
(a) Regarding non-recognition of interest by Holding
Re 31st March 2018. In view of the continuing default in
Company amounting to ` 34561.14 Lakh, subsequent payment of dues, certain lenders have sent notices/
to Insolvency Commencement Date i.e. 15th December letters recalling their loans given and called upon
107
the Holding Company to pay entire dues and other other auditors of those subsidiaries on which we have
liability, receipt of invocation notices of corporate placed reliance.
guarantees given by the Holding Company, while also (iii) The accompanying consolidated financial statement
invoking the personal guarantee of promoter director. include unaudited financial statements and other
Few of the lenders also issued willful defaulter notices unaudited financial information in respect of 7
and filed petition for winding up of the Holding subsidiaries, whose financial statements and other
Company. Capacity utilization of manufacturing financial information reflect total assets of ` 4448.46
processing facilities is very low and Corporate Lakh as at 31st March 2018, total revenue of ` 263.69
Insolvency Process against the Holding Company is Lakh and net cash outflows of ` 1315.41 Lakh for the
in process. Since the CIRP is currently in progress, year then ended. These unaudited financial statements
as per the Code, it is required that it be managed as and other unaudited financial information have been
a going concern during the CIRP. The consolidated furnished to us by management. Our opinion, in so
financial statements is continued to be prepared on far as it relates to amounts and disclosures included in
going concern basis. However there exists material respect of these subsidiaries are based solely on such
uncertainty about the Group’s ability to continue as unaudited financial statements and other unaudited
going concern since the same is dependent upon financial information. In our opinion and according
the resolution plan to be formulated and approved to the information and explanations given to us by
by NCLT. The appropriateness of preparation of management, these financial statements and other
consolidated financial statements on going concern financial information are not material to the Group.
basis is critically dependent upon CIRP as specified
in the Code. (
(iv) W did not audit the financial statements of 2
We
associates and a joint venture included in the
(
(ii) Attention is drawn to Note No. 34 (A) (c) (ii) of
Consolidated Financial Statement, whose financial
the Consolidated Financial Statements, regarding
statements reflect group share of total net loss of
impounding of three plants at Kandla Gujarat
` 633.49 Lakh, for the year ended 31st March 2018.
i.e. Edible Oil Refinery, Oleochem Division and
These financial statements and other financial
Guargum Division by the Gujarat Commercial Tax
information have been audited by other auditors
Department against their VAT claim of ` 405.19
whose reports have been furnished to us by the
Crore.
Management and our opinion on the consolidated
Our Opinion is not modified in respect of the above said financial statements, to the extent they have been
matters. derived from such financial statements, is based solely
on the reports of such auditors.
10. OTHER MATTERS
(
(i) The accompany Consolidated Financial Statement Our opinion on the consolidated financial consolidated
and other financial information includes the Holding is not modified in respect of the said matter with
Company’s branches at Peddapuram and Ampapuram respect to our reliance on the work done and the
which reflect total assets of ` 40012.81 Lakh as at 31st audit reports of the other auditors.
March 2018 and total revenues of ` 41505.16 Lakh Certain of these subsidiaries are located outside
for the year ended on that date and net cash outflows India whose financial statements and other financial
of ` 549.76 Lakh for year ended 31st March 2018 information have been prepared in accordance with
which is based on Financial Statements of branches accounting principles generally accepted in their
and Audit reports of branch auditors thereon. Our respective countries and which have been audited
Opinion in so far it relates to amounts and disclosures by other auditors under generally accepted auditing
included in respect of these branches, is based solely standards applicable in their respective countries or
on report of branch auditors. certified by management. The Holding Company’s
management has converted the financial statements
(
(ii) The financial statements of 4 subsidiaries included in
of such subsidiaries located outside India from
the Consolidated Financial Statement which reflects
accounting principles generally accepted in their
total assets of ` 4218.59 Lakh as at 31st March,
respective countries to accounting principles generally
2018, total revenues of ` 4895.59 Lakh and net
accepted in India. The conversion adjustments are
cash outflows of ` 177.28 Lakh, for the year then
made by the Holding Company’s management. Our
ended, have been audited by other auditors, whose
opinion in so far as it relates to the balances and
financial statements / financial information have been
affairs of such subsidiaries located outside India is
furnished to us by management and our opinion on
based on the report of other auditors or management
the Consolidated Financial Statements in so far as it
certified financial statements and the conversion
related to these subsidiaries are based on reports of
adjustments prepared by the management of the
108
Holding Company and audited by us. is disqualified as on 31st March 2018 from being
(v) The Consolidated financial statements for the year appointed as a director in terms of Section 164 (2)
ended 31st March 2017 were audited by P. D. Kunte of the Act.
& Co., Chartered Accountants (Firm registration no. (
(g) The matters described in the Basis for Qualified
105479W) who expressed modified opinion dated 30th Opinion paragraph above, and matters described in
May 2017. paragraphs above under the Emphasis of Matter,
Our opinion is not modified in respect of the above said in our opinion, may have an adverse effect on the
matters. functioning of the Group;
(
(h) With respect to the adequacy of the internal financial
REPORT ON OTHER LEGAL AND REGULATORY controls over financial reporting of the Holding
REQUIREMENTS Company, its subsidiaries, associates and a joint
11. As required by Section143(3) of the Act, we report, to the venture incorporated in India and the operating
extent applicable, that: effectiveness of such controls, refer to our separate
(a) WWe have sought and except for matters described in the Report in Annexure A;
Basis for Qualified Opinion paragraph above obtained all (
(i) The qualifications relating to the maintenance of
the information and explanations which to the best accounts and other matters connected therewith are
of our knowledge and belief were necessary for the as stated in the Basis for Qualified Opinion paragraph
purposes of our audit of the aforesaid consolidated above;
financial statements;
(j) With respect to the other matters to be included in
(
(b) Except for the possible effects of the matters described in the Auditors’ Report in accordance with Rule 11 of
the Basis for Qualified Opinion paragraph above, in our the Companies (Audit and Auditors) Rules, 2014, in
opinion, proper books of account as required by law our opinion and to the best of our information and
relating to preparation of the aforesaid consolidated according to the explanations given to us:
financial statements have been kept so far as it appears
from our examination of those books and the reports i. The consolidated financial statements discloses
of the other auditors; the impact of pending litigations as at 31st
March, 2018 on the consolidated financial
(c) The reports on the accounts of the branch offices of position of the Group – Refer Note no. 34 to
the Holding Company audited under Section 143(8) the consolidated financial statements.
of the Act by branch auditors have been sent to us
and have been properly dealt with by us in preparing ii. The Group has made provision as required
this report; under applicable law or accounting standard,
for material foreseeable losses, if any, on long
(d) The Consolidated Balance Sheet, the Consolidated term contracts including derivative contracts.
Statement of Profit and Loss (including other
comprehensive income), the Consolidated Cash iii. There has been no delay in transferring amounts,
Flow Statement and the Consolidated Statement of required to be transferred, to the Investor
Changes in Equity dealt with by this Report are in Education and Protection Fund by the Holding
agreement with the relevant books of accounts and Company subsidiary, associates, joint venture
returns received from branches of holding company companies incorporated in India during the
not visited by us, maintained for the purpose of year ended 31st March 2018.
preparation of the consolidated financial statements;
For Chaturvedi & Shah
(
(e) Except for the possible effects of the matters described Chartered Accountants
in the Basis for Qualified Opinion paragraph above, in Firm Registration No. 101720W
our opinion, the aforesaid consolidated financial
statements comply with the Indian Accounting
Standards prescribed under Section 133 of the Act Vijay Napawaliya
read with relevant rules there under; Place: Mumbai Partner
(f) On the basis of the written representations received Date: 7th June 2018 Membership No. 109859
from the directors of the Holding Company as on
31st March 2018, taken on record in the meeting of
RP of the Holding Company and the reports of the
statutory auditor of its subsidiary, associates and joint
venture, none of the directors of the these companies
109
“Annexure A” to the Independent Auditor’s Report

Referred to in paragraph 11(h) under the heading “Report on Other Legal and Regulatory
Requirements” of our report of even date to the members of the Ruchi Soya Industries Limited
on the Consolidated financial statements for the year ended 31st March 2018.
R E P O RT O N T H E I N T E R NA L F I NA N C I A L obtaining an understanding of internal financial controls over

CONTROLS UNDER CLAUSE (I) OF SUB-SECTION financial reporting, assessing the risk that a material weakness
3 OF SECTION 143 OF THE COMPANIES ACT, 2013 exists, and testing and evaluating the design and operating
(“THE ACT”) effectiveness of internal control based on the assessed risk.
The procedures selected depend on the auditor’s judgement,
In conjunction with our audit of consolidated financial statements including the assessment of the risks of material misstatement of
of Ruchi Soya Industries Limited (“the Holding Company”) as the consolidated financial statements, whether due to fraud or
of 31st March 2018 we have audited the internal financial controls error.
over financial reporting of the Holding Company, Subsidiarity
companies, associates and joint venture, which are companies We believe that the audit evidence obtained by us and the other
incorporated in India auditors in terms of their reports referred to in the Other Matters
paragraph below, is sufficient and appropriate to provide a basis
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL for our audit opinion on the internal financial controls system
FINANCIAL CONTROLS over financial reporting.
The respective Board of Directors of the Holding company, MEANING OF INTERNAL FINANCIAL CONTROLS
subsidiaries, associates, joint venture which incorporated in OVER FINANCIAL REPORTING
India is responsible for establishing and maintaining internal
financial controls based on the internal control over financial A company’s internal financial control over financial reporting
reporting criteria established by these Companies considering the is a process designed to provide reasonable assurance regarding
essential components of internal control stated in the Guidance the reliability of financial reporting and the preparation of
Note on Audit of Internal Financial Controls over Financial consolidated financial statements for external purposes in
Reporting issued by the Institute of Chartered Accountants of accordance with generally accepted accounting principles. A
India. These responsibilities include the design, implementation company’s internal financial control over financial reporting
and maintenance of adequate internal financial controls that includes those policies and procedures that (1) pertain to the
were operating effectively for ensuring the orderly and efficient maintenance of records that, in reasonable detail, accurately and
conduct of its business, including adherence to respective fairly reflect the transactions and dispositions of the assets of
company’s policies, the safeguarding of its assets, the prevention the company; (2) provide reasonable assurance that transactions
and detection of frauds and errors, the accuracy and completeness are recorded as necessary to permit preparation of consolidated
of the accounting records, and the timely preparation of financial statements in accordance with generally accepted
reliable financial information, as required under the Companies accounting principles, and that receipts and expenditures of the
Act, 2013. company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide
AUDITORS’ RESPONSIBILITY reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s
Our responsibility is to express an opinion on the Holding assets that could have a material effect on the consolidated
Company’s, subsidiaries, associates, joint venture which are financial statements.
incorporated in India, internal financial controls over financial
reporting based on our audit. We conducted our audit in I N H E R E N T L I M I TA T I O N S O F I N T E R NA L
accordance with the Guidance Note on Audit of Internal FINANCIAL CO NTRO L S OV E R FINANCIAL
Financial Controls Over Financial Reporting (the “Guidance REPORTING
Note”) and the Standards on Auditing prescribed under section
143(10) of the Companies Act, 2013, to the extent applicable Because of the inherent limitations of internal financial controls
to an audit of internal financial controls, both issued by the over financial reporting, including the possibility of collusion
Institute of Chartered Accountants of India. Those Standards or improper management override of controls, material
and the Guidance Note require that we comply with ethical misstatements due to error or fraud may occur and not be
requirements and plan and perform the audit to obtain reasonable detected. Also, projections of any evaluation of the internal
assurance about whether adequate internal financial controls financial controls over financial reporting to future periods
over financial reporting was established and maintained and if are subject to the risk that the internal financial control over
such controls operated effectively in all material respects. Our financial reporting may become inadequate because of changes
audit involves performing procedures to obtain audit evidence in conditions, or that the degree of compliance with the policies
about the adequacy of the internal financial controls system over or procedures may deteriorate.
financial reporting and their operating effectiveness. Our audit
OPINION
of internal financial controls over financial reporting included
110
According to the information and explanations given to us and OTHER MATTER

based on the audit of test of controls, except for strengthening Our report under Section 143(3)(i) of the Act on the adequacy
of documentation of policies regarding delegation of authority and operating effectiveness of the internal financial controls over
& access rights to financial records and process for archival of financial reporting of the Holding Company, its subsidiaries,
records & periodic review, which we are informed is in process, associates and joint venture, which are companies incorporated
in our opinion, to the best of our information and according in India, insofar as it relates to, 3 Subsidiaries, 1 associates and
to the explanations given to us and consideration of reports of a jointly venture, which are companies incorporated in India,
other auditors, as referred in other matter paragraph, the Holding is based on the corresponding reports of the auditors of such
Company, its subsidiary, associates, joint venture, which are companies incorporated in India. Our opinion is not modified
incorporated in India have, in all material respects, an adequate in respect of the above matter.
internal financial controls system over financial reporting
and such internal financial controls over financial reporting For Chaturvedi & Shah
were operating effectively as at 31st March 2018, based on the Chartered Accountants
internal control over financial reporting criteria established by Firm Registration No. 101720W
the respective companies considering the essential components
of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India. Vijay Napawaliya
Place: Mumbai Partner
Date: 7th June 2018 Membership No. 109859
111

Consolidated Balance Sheet as at March 31, 2018
( ` in lakh)
Particulars Notes As at As at
March 31, 2018 March 31, 2017
I. ASSETS
(1) Non-current assets
(a) Property, plant and equipment 3 3,87,227.72 4,02,001.74
(b) Capital work-in-progress 3 2,812.25 2,916.26
(c) Intangible assets 4 1,51,634.34 1,51,695.08
(d) Financial Assets 5
(i) Investments 5(a) 3,268.21 4,888.99
(ii) Loans 5(b) 3,998.49 6,559.01
(ii) Others 5(c) 944.03 951.32
(e) Other non-current assets 6 10,497.31 11,870.18
Total Non-current assets 5,60,382.35 5,80,882.58
(2) Current assets
(a) Inventories 7 1,19,126.23 1,23,911.95
(b) Financial Assets 8
(i) Investments 8(a) 1,135.50 108.59
(ii) Trade receivables 8(b) 28,315.97 5,28,465.34
(iii) Cash and cash equivalents 8(c) 3,899.79 9,837.65
(iv) Bank balances other than (iii) above 8(d) 13,942.15 6,201.81
(v) Loans 8(e) 558.80 1,149.60
(vi) Others 8(f) 2,044.77 5,303.10
(c) Other Current Assets 9 43,380.35 96,099.22
Assets Classified as held for Sale 10 367.56 367.56
Total Current assets 2,12,771.12 7,71,444.82
Total Assets 7,73,153.47 13,52,327.40
II. EQUITY AND LIABILITIES
Equity
(a) Equity share capital 11 6,529.41 6,529.41
(b) Other Equity 12 (4,77,214.79) 85,717.66
Equity attributable to the owners of the Company (4,70,685.38) 92,247.07
Non-Controlling Interest 12 (22,617.64) (10,926.83)
Total Equity (4,93,303.02) 81,320.24
LIABILITIES
(1) Non-Current Liabilities
(i) Borrowings 13(a) 7,335.23 7,972.14
(ii) Other financial liabilities 13(b) - 4.36
(b) Provisions 14 1.04 2.99
(c) Deferred tax liabilities (Net) 15 11.32 44,581.60
(d) Other non-current liabilities 16 1,087.60 1,550.77
Total Non-Current Liabilities 8,435.19 54,111.86
(2) Current liabilities
(i) Borrowings 17(a) 7,42,848.34 5,25,124.33
(ii) Trade payables 17(b) 2,54,445.85 4,88,707.34
(iii) Other financial liabilities 17(c) 2,46,592.54 1,85,822.39
(b) Other current liabilities 18 13,203.14 16,156.81
(c) Provisions 19 758.41 851.32
(d) Current tax liabilities (Net) 20 0.02 60.11
Liabilities directly associated with assets classified as held for sale 21 173.00 173.00
Total Current liabilities 12,58,021.30 12,16,895.30
Total Equity and Liabilities 7,73,153.47 13,52,327.40
For Chaturvedi and Shah
Chartered Accountants Shailendra Ajmera R. L. Gupta
(Firm Registration No. 101720W) R
Resolution Professional Company Secretary
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112

Statement of Consolidated Profit and Loss for the year ended March 31, 2018
( ` in lakh)
Particulars Notes For the year ended For the year ended
March 31, 2018 March 31, 2017
INCOME
I Revenue from Operations 22 12,02,705.07 19,17,288.85
II Other Income 23 3,688.69 10,759.89
III Total Income (I+II) 12,06,393.76 19,28,048.74
IV EXPENSES
Cost of materials consumed 24 9,16,817.06 10,35,804.28
Purchases of Stock-in-Trade 25 1,51,860.92 6,39,104.92
Changes in inventories of finished goods, work-in-progress and stock in trade 26 563.52 39,822.83
Employee Benefits Expense 27 15,994.24 19,320.59
Finance Costs 28 97,037.61 96,058.88
Depreciation, amortisation and impairment Expenses 29 14,279.46 15,887.40
Provision for Doubtful Debts, Advances and Bad Debts written off 30 5,19,535.10 1,31,540.07
Other Expenses 31 1,08,871.88 1,27,432.97
Total Expenses 18,24,959.79 21,04,971.94
V Profit/(loss) before exceptional items and tax (III-IV) (6,18,566.03) (1,76,923.20)
VI Exceptional Items 32 - 3,328.19
VII Profit/(loss) before tax (V-VI) (6,18,566.03) (1,73,595.01)
VIII Tax expense
Current Tax (44.63) -
Deferred Tax 15 (44,533.97) (34,226.72)
Tax for earlier years 839.54 (3,190.31)
IX Profit/(loss) after tax for the year before share in profit/(loss) of joint (5,74,826.97) (1,36,177.98)
venture and associates
Add: Share of Net Profit/(Loss) of joint ventures and Associates (633.49) (77.60)
X Profit/(loss) after tax for the year after share in profit/(loss) of joint (5,75,460.46) (1,36,255.58)
venture and associates
XI Other Comprehensive Income 33
(A) (i) Items that will not be reclassified to statement of profit or loss
(a) Remeasurement of the defined benefit plans 52.58 81.97
(b) Equity Instruments through Other Comprehensive Income 50.54 (730.19)
(ii) Tax relating to items that will not be reclassified to profit or loss
(a) Current Tax - (28.26)
(B) Items that will be reclassified to statement of profit or loss
Fair Value Changes in hedge reserve - 200.30
Exchange differences in translating the financials statements of foreign operations 739.43 389.68
XII Total comprehensive income for the year (5,74,617.91) (1,36,342.08)
XIII Profit attributable to:
Owners of the Company (5,63,769.65) (1,31,167.65)
Non-Controlling interests 41 (11,690.81) (5,087.93)
XIV Other comprehensive income attributable to:
Owners of the Company 842.91 (86.80)
Non-Controlling interests 41 (0.36) 0.30
XV Total comprehensive income attributable to:
Owners of the Company (5,62,926.74) (1,31,254.45)
Non-Controlling interests 41 (11,691.17) (5,087.63)
XVI Earnings per equity share of face value of ` 2 each 42
a) Basic (in `) ` (172.70) (46.08)
b) Diluted (in `) ` (172.70) (46.08)
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(` In Lakh)
(`
a. Equity share capital March 31, 2018 March 31, 2017
114
No. of Amount No. of Amount
Shares Shares
Balance at the beginning of the reporting year 3,341.01 6,682.01 3,341.01 6,682.01
Changes in Equity share capital during the year - - - -
3,341.01 6,682.01 3,341.01 6,682.01
Less: 76,30,115 (Previous year 76,30,115 Treasury Equity Shares) [Refer Note 11(h)] 76.30 152.60 76.30 152.60
Balance at the end of the reporting year 3,264.71 6,529.41 3,264.71 6,529.41
b. Other Equity
(i) As at March 31, 2018 [Refer Note 12]

Capital Share Securities General Business Capital Effective Foreign Foreign Equity Retained
Redemption Options Premium Reserve development Reserve portion Currency Currency Instruments Earnings
Note Reserve Outstanding Account reserve of Cash Monetary Translation through Other
Reference Account Flow Item reserves Comprehensive
Hedges Translation Income
Difference
Account
Balance at the 8,770.98 110.25 45,186.45 41,800.94 60.67 3,328.75 - (125.82) 811.92 (9,169.96) (5,056.52) 85,717.66
beginning of the
reporting year
Profit/(Loss) for - - - - - - - - - - (5,63,769.65) (5,63,769.65)
the year
Other Comprehensive 33 - - - - - - - - - 50.54 52.58 103.12

year ended March 31, 2018
Income for the year

(net of tax)
Total comprehensive - - - - - - - - - - 50.54 (5,63,717.07) (5,63,666.53)
income for the year
Tr a n s f e r t o r e t a i n -
earnings
Transactions with
the owners in their
capacity as the owners
- Employee Stock 12 B (70.72) (70.72)
option expenses
Other changes
during the year
- Current Year 12 E (60.67) (60.67)
charge to Business
development Reserve
- Charge during the year 12 H & 125.82 739.43 0.22 865.47
12 I
- Adjustment 12 K - -
for Reversal of
Depreciation
Balance at the end 8,770.98 39.53 45,186.45 41,800.94 - 3,328.75 - - 1,551.35 (9,119.20) (5,68,773.59) (4,77,214.79)
of the reporting year
Statement of Changes in Equity (SOCIE) for the
(ii) As at March 31, 2017 [ Refer Note 12 ]

Note Capital Share Securities General Business Capital Effective Foreign Foreign Equity Retained
Reference Redemption Options Premium Reserve development Reserve portion Currency Currency Instruments Earnings
Reserve Outstanding Account reserve of Cash Monetary Translation through Other
Account Flow Item reserves Comprehensive
Hedges Translation Income
Difference
Account
Balance at the 8,770.98 98.77 45,186.45 41,800.94 19,325.44 3,328.75 (200.30) (605.38) 1,201.60 (8,439.77) 1,25,464.31 2,35,931.79
beginning of the
reporting year
Profit/(Loss) for - - - - - - - - - - (1,31,167.65) (1,31,167.65)
the year
Other Comprehensive 33 - - - - - - - - - (730.19) 53.71 (676.48)
Income for the year
(net of tax)
Total comprehensive - - - - - - - - - (730.19) (1,31,113.94) (1,31,844.13)
income for the year
Deferred hedging 33 200.30 200.30
gains/ (losses) and
cost of hedging
transferred to P&L
during The year
Transactions with
the owners in their
capacity as the
owners
- Employee Stock 12 B 11.48 11.48

option expenses
-
Other changes
during the year
- Current Year 12 E (19,264.77) (19,264.77)
charge to Business
development Reserve
year ended March 31, 2018 (Contd.)
- Charge during the 12 H & 479.56 (389.68) 89.88

year 12 I
- Adjustment 12 K 593.11 593.11
for Reversal of
Depreciation
Balance at the end 8,770.98 110.25 45,186.45 41,800.94 60.67 3,328.75 - (125.82) 811.92 (9,169.96) (5,056.52) 85,717.66
of the reporting year
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Statement of Changes in Equity (SOCIE) for the


Statement of Cash flows for the year ended March 31, 2018
( ` in lakh)
Particulars For the year For the year

ended ended
March 31, 2018 March 31, 2017
(A) Cash flow from operating activities
Adjustments to reconcile profit before tax to net cash used in operating
activities
Depreciation, amortisation and impairment Expenses 14,279.46 15,887.40
Net Gain on Sale/Discard of Fixed Assets 89.22 (7.43)
Amounts charged directly to Other Comprehensive Income - (648.22)
Share-based payment expense (70.72) 11.48
Impairment on investments and Fair value adjustments (net) 240.76 3,332.43
Deemed Investment on account of corporate guarantee - (352.20)
Interest Income (421.61) (3,382.73)
Dividend Income (4.42) -
Finance costs 97,037.61 89,453.30
Loss on foreign currency transaction/translation 537.72 3,837.32
Provision for Doubtful Debts, Loans and advances 5,19,535.10 1,26,833.26
Provision for Gratuity and compensated absences (92.91) (356.56)
Minority Interest in net assets (11,690.81) (5,087.93)
Share of Net Profit/(Loss) of Associates 633.49 77.60
Amount Debited to Business Development Reserve - (19,264.76)
(Gain)/loss on sale of Investment [ Including classified under Exceptional items] - (4,490.40)
Adjustment for Reversal of Depreciation - (593.11)
Provision from loss in LLP 0.24 18.31
Net unrealised exchange loss/(gain) - (13,145.07)
Operating profit before working capital changes 12,564.42 23,538.01
Working capital adjustments
(Increase)/ Decrease in inventories 4,785.72 1,24,190.52
(Increase)/ Decrease in trade and other receivables 46,804.87 82,809.66
Increase/ (Decrease) in trade and other payables (1,82,960.59) (1,89,035.38)
Cash generated from operations (1,18,805.57) 41,502.81
Income Tax paid 43.02 2,636.47
Net cash flows from operating activities (1,18,762.55) 44,139.28
(B) Cash flow from investing activities
Payment for Purchase and Construction of Property, Plant and Equipment (1,034.60) (900.14)
Proceeds from sale of Property, Plant and Equipment 941.02 495.64
Proceeds from sales/(Purchase) of Investments 593.87 4,457.29
(Increase)/ Decrease in Other Balance with Banks (7,740.34) 1,196.81
Interest income 421.61 3,382.73
Dividend received 4.42 -
Net cash flows from investing activities (6,814.02) 8,632.33
116
Statement of Cash flows for the year ended March 31, 2018 (Contd.)
ended ended
March 31, 2018 March 31, 2017
(C) Cash flow from financing activities
Finance Cost (97,037.61) (89,453.30)
Realised Foreign Exchange gain (410.78) (16,481.07)
Increase/(decrease) in Borrowings and Finance charges 2,17,087.10 39,081.27
Net cash flows from financing activities 1,19,638.71 (66,853.10)
Net increase / (decrease) in cash and cash equivalents (5,940.74) (14,081.49)
Cash and cash equivalents at the beginning of the year 9,837.65 23,919.14
Cash and cash equivalents at the end of the year 3,896.91 9,837.65
Reconciliation of Cash and Cash equivalents with the Balance Sheet
Cash and Bank Balances as per Balance Sheet [Note 8c]
Bank balances (including bank deposits) 3,830.21 9,760.48
Cash and Cash equivalents as restated as at the year end 3,899.79 9,837.65
Note: -
1 Previous year figure have been regrouped and reclassified wherever necessary.
2 The above statement of cash flow has been proposed under the indirect method as set out in Ind AS 7 “Statement of Cash Flow”.
Changes in liability arising from financing activity :-
Particulars 1st April, 2017 Cash Flow* Foreign exchange 31st March 2018
movement
Borrowings - Current & Current maturities 5,84,155.86 2,16,154.45 - 8,00,310.31
Represent devolvement of letter of credit.
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Notes
Notes to Consolidated Financial Statements for the year ended March 31, 2018
NOTE 1-2 Rupees ((```)) which is also the Group functional

currency. The functional currency of the Holding
1 CORPORATE INFORMATION
Company and its Indian Subsidiaries is Indian
Ruchi Soya Industries Limited (‘the Company’) is a
Rupees ((```).
). The functional currency of foreign
Public Limited Company. The Company and its subsidiaries
subsidiaries is the currency of their countries of
collectively referred as “the Group” engaged primarily in the
domicile.
business of processing of oil-seeds and refining of crude
oil for edible use. The consolidated financial statements as c Basis of Measurement
at March 31, 2017 presents the financial position of the These financial statements have been prepared on
Group as well as its interest in associate companies and a historical cost convention basis, except for the
joint arrangements. The Group also produces oil meal, following:
food products from soya and value added products from (i) Certain financial assets and liabilities that are
downstream and upstream processing. The Group is also measured at fair value.
engaged in trading in various products and generation of (ii) Assets held for sale- Measured at the lower of (a)
power from wind energy. The Group has manufacturing carrying amount and (b) fair value less cost to sell.
plants across India and is listed on the Bombay Stock
(iii) Net defined benefit plans- Plan assets measured
Exchange Limited (BSE) and National Stock Exchange of
at fair value less present value of defined benefit
India Limited (NSE).
obligation.
Corporate Insolvency Resolution Process (“CIRP”) has
Determining the Fair Value
been initiated in case of Holding Company vide an order no.
CP1371 & CP1372/I&BP/NCLT/MAH/2017 delivered on While measuring the fair value of an asset or a
15th December 2017 of Hon’able National Company Law liability, the Group uses observable market data
Tribunal (“NCLT”), Mumbai Bench under the Provisions as far as possible. Fair values are categorised into
of the Insolvency and Bankruptcy Code, 2016 (the Code). different levels in a fair value hierarchy based on the
Pursuant to the order, the management of affairs of the inputs used in the valuation techniques as follows.
Holding Company and powers of board of directors of Level 1: Quoted prices (unadjusted) in active
the Holding Company are now vested with the Resolution markets for identical assets or liabilities.
Professional (“RP”) who is appointed by the Committee Level 2: inputs other than quoted prices included
of Creditors (“CoC”). These Consolidated Financial in Level 1 that are observable for the asset or
Statements have been prepared by the management of liability, either directly (i.e. as prices) or indirectly
the Holding Company and Certified by Mr. Anil Singhal, (i.e. derived from prices).
Chief Financial Officer and Mr. R. L. Gupta, Company
Level 3: inputs for the asset or liability that are not
Secretary, and approved by Resolution Professionals Mr.
based on observable market data (unobservable
Shailendra Ajmera [ IP Registration no.IBBI/IPA-001/
inputs).
IP-P00304/2017-18/10568].
If the inputs used to measure the fair value of
2 B A S I S O F P R E PA R A T I O N A N D an asset or a liability fall into different levels
SIGNIFICANT ACCOUNTING POLICIES of the fair value hierarchy, then the fair value
(A) BASIS OF PREPARATION measurement is categorised in its entirety in
a Statement of Compliance the same level of the fair value hierarchy as the
The Consolidated financial statement of the lowest level input that is significant to the entire
Group have been prepared to comply with Indian measurement.
Accounting Standard including the rules notified d Basis of Consolidation
under the relevant provisions of the Companies The consolidated financial statements incorporate
Act, 2013. the financial statements of the Group. It also
b Functional and presentation currency includes the Group’s share of profits, net assets
Items included in the consolidated financial and retained post acquisition reserves of joint
statements of the Group are measured using the arrangements and associates that are consolidated
currency of the primary economic environment in using the equity or proportionate method of
which the Group operates are presented in Indian consolidation, as applicable.
118
Notes
Control over an entity in the Group is achieved financial statements from the date the Group
when the Group is exposed to, or has rights to the obtains control and assets, liabilities, income and
variable returns of the entity and ability to affect expenses of a subsidiary disposed off during the
those returns through its power over the entity. year are included in the consolidated financial
The results of subsidiaries, joint arrangements statements till the date the Group ceases to control
and associates acquired or disposed off during the subsidiary
the year are included in the consolidated statement e Consolidation Procedures
of profit and loss from the effective date of (i) Combine like items of assets, liabilities,
acquisition or up to the effective date of disposal, equity, income, expenses and cash flows
as appropriate. of the parent with those of its subsidiaries.
Non-controlling interests in the net assets of For this purpose, income and expenses of
consolidated subsidiaries are identified separately the subsidiary are based on the amounts
from the Group’s equity. The interest of non- of the assets and liabilities recognised in
controlling shareholder’s may be initially measured the consolidated financial statements at the
either at Fair Value or at the non-controlling acquisition date.
interests proportionate share of the Fair Value of (
(ii) Offset (eliminate) the carrying amount of
the acquiree’s identifiable net assets. The choice of the parent’s investment in each subsidiary
measurement basis is made on an acquisition-by- and the parent’s portion of equity of each
acquisition basis. Subsequently to acquisition, the subsidiary. The difference between the cost of
carrying value of non-controlling interests is the investment in the subsidiaries and the Parent’s
amount of those interests at initial recognition plus share of net assets at the time of acquisition of
the non-controlling interests’ share of subsequent control in the subsidiaries is recognised in the
changes in equity. Total comprehensive income consolidated financial statement as goodwill.
is attributed to non-controlling interests even if However, resultant gain (bargain purchase) is
it results in the non-controlling interests having recognized in other comprehensive income
deficit balance. on the acquisition date and accumulated to
Generally there is a presumption that a majority
Generally, capital reserve in equity.
of voting rights result in control. To support this (iii) Intra-Group balances and transactions, and
presumption and when the Group has less than any unrealized income and expenses arising
a majority of the voting or similar rights of an from intra Group transactions, are eliminated
investee, the Group considers all relevant facts in preparing the consolidated financial
and circumstances in assessing whether it has statements.
power over an investee, including the contractual
(
(iv) Consolidated financial statements are
arrangement with the other vote holders of the
prepared using uniform accounting policies
investee, rights arising from other contractual
for like transactions and other events in similar
arrangements, the Group’s voting rights and
circumstances. If an entity of the group uses
potential voting rights and the size of the Group’s
accounting policies other than those adopted
holding of voting rights relative to the size and
in the consolidated financial statements
dispersion of the holdings of the other voting
for like transactions and events in similar
rights holders.
circumstances, appropriate adjustments
The Group re-assesses whether or not it controls are made to that Group member’s financial
an investee if facts and circumstances indicate statements in preparing the consolidated
that there are changes to one or more of the financial statements to ensure conformity
three elements of control. Consolidation of a with the Group’s accounting policies.
subsidiary begins when the Group obtains control
(
(v) Consolidated financial statements of all
over the subsidiary and ceases when the Group
entities used for the purpose of consolidation
loses control of the subsidiary. Assets, liabilities,
are drawn up to same reporting date as that
income and expenses of a subsidiary acquired
of the parent company, i.e. year ended on
during the year are included in the consolidated
31st March, 2018. When the end of the
119
Notes
reporting period of the parent is different directly in respect of interests in jointly controlled
from that of a subsidiary, associates, joint assets are accounted for on the accrual basis.
arrangements, if any, the they prepares, for Income from the sale or use of the Group’s
consolidation purposes, additional financial share of the output of jointly controlled assets,
information as of the same date as the and its share of joint arrangements expenses, are
consolidated financial statements of the recognised when it is probabale that the economic
parent to enable the parent to consolidate the benefits associated with the transactions will flow
financial information of those entity, unless to the Group and their amount can be measured
it is impracticable to do so. reliably.
f Investment in associates
In Joint arrangements that involve the establishment
Associates are those enterprises in which the of a separate entity in which each venturer has
group has significant influence, but does not have an interest are referred to as joint ventures. The
control. Group reports its interests in joint ventures using
the equity method of accounting whereby an
In
Investment in associates are accounted for using
interest in joint venture is initially recorded at
the equity method and are initially recognised
cost and adjusted thereafter for post-acquisition
at cost, from the date significant influence
changes in the Group’s share of net assets of joint
commences until the date that significant influence venture. The consolidated statement of profit and
ceases. Subsequent changes in the carrying loss reflects the Group’s share of the results of
value reflect the post-acquisition changes in the operations of the joint venture.
Group’s share of net assets of the associate and
Unrealised gains on transactions between the
impairment charges, if any.
Company and its joint venture are eliminated to
When the Group’s share of losses exceeds the the extent of the Group’s interest in the joint
carrying value of the associate, the carrying venture, unrealised losses are also eliminated
value is reduced to nil and recognition further unless the transactions provides evidence of an
losses is discounted, except to the extent that the impairment of the asset transferred and where
Group has incurred obligations in respect of the material, the results of joint ventures are modified
associates. to confirm to the Group’s accounting policies.
Unrealised gains on transactions between the h Use of Estimates and Judgement
Group and its associates are eliminated to the
The preparation of financial statements in
extent of the Group’s interest in the associates,
accordance with Ind AS requires management to
unrealised losses are also eliminated unless the
make judgements, estimates and assumptions that
transaction provides evidence of an impairment
affect the application of accounting policies and
of the asset transferred and where material, the
the reported amount of assets, liabilities, income
results of associates are modified to confirm to
and expenses. Actual results may differ from these
the Group’s accounting policies.
estimates.
g Interest in joint arrangemnts Estimates and underlying assumptions are
A joint arrangements is a contractual arrangement reviewed on an ongoing basis. Revisions to the
whereby the Group and other parties undertake an accounting estimates are recognized in the period
economic activity where the strategic financial and in which the estimates are known or materialised.
operating policy decisions relating to the activities The most significant estimates and assumptions
of the joint arrangement require the unanimous are described below:
consent of the parties sharing control. (i) Judgements
Where Group entity undertakes its activities Information about judgements made in
under joint arrangements directly, the Group’s applying accounting policies that have the
share of jointly controlled assets and any liabilities significant effect on amounts recognised in
incurred jointly with other parties are recognised the financial statement are as below:
in its financial statements and classified according - Leases identification- Whether an
to their nature. Liabilities and expenses incurred agreement contains a lease.
120
Notes
- Classification of lease - Whether accounts receivable, customers’

Operating or Finance creditworthiness, current economic
(ii) Assumptions and Estimations trends and changes in customer’s
1 Impairment test of non financial collection terms when assessing the
assets adequate allowance for Expected
losses/ Provision for Doubtful debts,
Fo r t h e p u r p o s e o f a s s e s s i n g which are estimated over the lifetime
recoverability of non-financial assets, of the debts.
assets are grouped at the lower levels for
which there are individually identifiable 3 Recognistion and measurement of
cash flows (Cash Generating Units). Provisions and Contingencies
The Group assesses at each reporting Provisions and liabilities are recognized
date whether there is an indication in the period when it becomes probable
that an asset may be impaired. If that there will be a future outflow of
any indication exists, or when annual funds resulting from past operations or
impairment testing for an asset is events and the amount of cash outflow
required, the Group estimates the can be reliably estimated. The timing
asset’s recoverable amount. An asset’s of recognition and quantification of
recoverable amount is the higher of the liability require the application
an asset’s or Cash Generating Units of judgement to existing facts and
(CGU) fair value less costs of disposal circumstances, which can be subject
and its value in use. It is determined to change. Since the cash outflows can
for an individual asset, unless the asset take place many years in the future, the
does not generate cash inflows that carrying amounts of provisions and
are largely independent to those from liabilities are reviewed regularly and
other assets or groups of assets. Where adjusted to take account of changing
the carrying amount of an asset or facts and circumstances.
CGU exceeds its recoverable amount, Management has estimated the possible
the asset is considered impaired and is outflow of resources at the end of each
written down to its recoverable amount. annual reporting financial year, if any,
In assessing value in use, the estimated in respect of contingencies/claim/
future cash flows are discounted to litigations against the Group as it is
their present value using a pre-tax not possible to predict the outcome of
discount rate that reflects current pending matters with accuracy.
market assessments of the time value 4 Recognistion of Deferred Tax Assets
of money and the risks specific to The Management makes estimates as
the asset. In determining fair value regards to availability of future taxable
less cost of disposal, recent market profits against which unabsorbed
transactions are taken into account. If depreciation/ tax losses carried forward
no such transactions can be identified, can be used.
an appropriate valuation model is used. 5 Measurements of Defined benefit
These calculations are corroborated by obligations
valuation multiples or other available
The Cost of the defined benefit plan and
fair value indicators.
other post-employment benefits and
2 Allowance for bad debts the present value of such obligation are
The Management makes estimates related determined using actuarial valuations.
to the recoverability of receivables, An actuarial valuation involves making
whose book values are adjusted various assumptions that may differ
through an allowance for Expected from actual developments in the future.
losses/ Provision for Doubtful debts. These include the determination of the
Management specifically analyzes discount rate, future salary increases,
121
Notes
mortality rates and attrition rate. on current/non-current classification.

Due to the complexities involved The Group has presented non-current
in the valuation and its long-term assets and current assets before equity,
nature, a defined benefit obligation non-current liabilities and current
is highly sensitive to changes in these liabilities in accordance with Schedule
assumptions. All assumptions are III, Division II of Companies Act, 2013
reviewed at each reporting date. notified by MCA.
6 Impairment of financial assets An asset is classified as current when it is:
The impairment provisions for financial (a) Expected to be realised or intended to be
assets are based on assumptions about sold or consumed in normal operating
risk of default and expected cash loss. cycle,
The Group uses judgement in making
(b) Held primarily for the purpose of
these assumptions and selecting the
trading,
inputs to the impairment calculation,
based on Group’s past history, existing (c) Expected to be realised within twelve
market conditions as well as forward months after the reporting period, or
looking estimates at the end of each (d) Cash or cash equivalent unless restricted
reporting period. from being exchanged or used to settle a
7 Income T Taxes liability for at least twelve months after
There are transactions and calculations the reporting period.
for which the ultimate tax determination All other assets are classified as non-
is uncertain and would get finalized current.
on completion of assessment by tax A liability is classified as current when it is:
authorities. Where the final tax outcome (a) Expected to be settled in normal
is different from the amounts that were operating cycle,
initially recorded, such differences will
(b) Held primarily for the purpose of
impact the income tax and deferred
trading,
tax in the period in which such
determination is made. (c) Due to be settled within twelve months
after the reporting period, or
8 Useful li
lives of Property, plant and
equipment (d) There is no unconditional right to defer
the settlement of the liability for at least
The Group has estimated its useful lives
twelve months after the reporting period.
of Property Plant and Equipment based
on the expected wear and tear, industry All other liabilities are classified as non-current.
trends etc. In actual, the wear and tear The operating cycle is the time between
can be different. When the useful lives the acquisition of assets for processing and
differ from the original estimated useful their realisation in cash or cash equivalents.
lives, the Group will adjust the estimated Deferred tax assets and liabilities are classified
useful lives accordingly. It is possible that as non-current assets and liabilities. The
the estimates made based on existing Group has identified twelve months as its
experience are different to the actual normal operating cycle.
outcomes within the next financial
period and could cause a material
(B) SIGNIFICANT ACCOUNTING POLICIES
adjustment to the carrying amount of a PROPERTY, PLANT AND EQUIPMENT:
Property, Plant and Equipment. (i) Recognition and measurement
i Current and non-current Property, Plant and equipment are measured at
classification cost (which includes capitalised borrowing costs)
The Group presents assets and liabilities less accumulated depreciation and accumulated
in statement of financial position based impairment losses, if any.
122
Notes
The cost of an item of property, plant and into account useful lives and residual value of the
equipment comprises: assets. The useful life of assets & the estimated
a
a) its purchase price, including import duties residual value, which are different from those
and non-refundable purchase taxes, after prescribed under Schedule II to the Companies
deducting trade discounts and rebates. Act, 2013, are based on technical advice as under:
b) any costs directly attributable to bringing the Assets Estimated Estimated
asset to the location and condition necessary useful lifes Residual
for it to be capable of operating in the Value
manner intended by the management. Building 3 to 84 years 5 Percent
c) t initial estimate of the costs of dismantling
the Plant & 6 to 46 years 5 to 27 percent
and removing the item and restoring the site Equipments
on which it is located. Windmills 30 years 19 percent
If significant parts of an item of property, Furniture 5 to 10 years As per Schedule II
plant and equipment have different useful and Fixture
lives, then they are accounted for as separate Motor 7 to 8 years As per Schedule II
items (major components) of property, plant Vehicles
and equipment and depreciated accordingly.
Depreciation is computed with reference to cost.
Any gain or loss on disposal of an item of
The assets residual value and useful life are
property, plant and equipment is recognised
reviewed and adjusted, if appropriate, at the end
in Statement of profit or loss.
of each reporting period. Gains and losses on
Capital work-in-progress includes cost disposal are determined by comparing proceeds
of property, plant and equipment under with carrying amounts. These are included in the
installation / under development as at the statement of Profit and Loss.
balance sheet date.
b INTANGIBLE ASSETS
Leasehold lands are amortised over the period
of lease. Buildings constructed on leasehold Identifiable intangible assets are recognised when it is
land are depreciated based on the useful life probable that future economic benefits attributed to
specified in schedule II to the Companies the asset will flow to the Group and the cost of the
Act, 2013, where the lease period of land is asset can be reliably measured.
beyond the life of the building. In other cases, Gains or losses arising from derecognition of an
buildings constructed on leasehold lands are intangible asset are measured as the difference between
amortised over the primary lease period of the net disposal proceeds and the carrying amount of
the lands. the asset and are recognised in the statement of profit
and loss when the asset is derecognised.
(ii) On transition to Ind AS as on April 1, 2015 the
Company has elected to measure certain items of (i) Recognition and measurement
Property, Plant and Equipment [Freehold Land, Computer softwares have finite useful lives and are
Building and Plant and Equipments] at Fair Value. measured at cost less accumulated amortisation
For other Property, Plant and Equipment these are and any accumulated impairment losses.
measure at cost as per Ind AS. Acquired brands / Trademarks have indefinite
(iii) Subsequent expenditure useful life and as on transition date April 1, 2015
Subsequent expenditure is capitalised only if it have been Fair valued based on reports of expert
is probable that the future economic benefits valuer. The same are tested for impairment, if any,
associated with the expenditure will flow to the at the end of each accounting period.
Group. (ii) Subsequent expenditure
(iv) Depreciation, Estimated useful life and Subsequent expenditure is capitalised only when it
Estimated residual value increases the future economic benefits embodied
Depreciation is calculated using the Straight Line in the specific asset to which it relates. All other
Method, pro rata to the period of use, taking expenditure, including expenditure on internally
123
Notes
generated goodwill and brands, when incurred is - For subsidiaries, associates and Joint ventures
recognised in statement of profit or loss. - Investments are measured at cost and tested
(iii) Amortisation for impairment periodically. Impairment (if
any) is charged to the Statement of Profit
Amortisation is calculated to write off the cost
and Loss.
of intangible assets less their estimated residual
values using the straight-line method over their - For Other than subsidiaries, associates and
estimated useful lives and is generally recognised Joint venture - Investments are measured at
in statement of profit or loss. Computer software Fair value through Other Comprehensive
are amortised over their estimated useful life or 5 Income [FVTOCI].
years, whichever is lower. In Mutual fund
Amortisation methods, useful lives and residual Measured at Fair value through Profit and Loss
values are reviewed at each reporting date and (FVTPL).
adjusted, if required. Guarantee Commission
c Impairment of assets Guarantees extended to subsidiaries, associates
An asset is considered as impaired when at the date of and Joint ventures are Fair Valued.
Balance Sheet, there are indications of impairment and Debt instruments
the carrying amount of the asset, or where applicable,
The Group measures the debts instruments at
the cash generating unit to which the asset belongs,
Amortised Cost. Assets that are held for collection
exceeds its recoverable amount (i.e. the higher of the
of contractual cash flows where those cash flows
net asset selling price and value in use). The carrying
represent solely payment of principal and interest
amount is reduced to the recoverable amount and the
[SPPI] are measured at amortised cost. A gain or
reduction is recognized as an impairment loss in the
loss on a debt investment that is subsequently
statement of profit and loss. The impairment loss
measured at amortised cost and is not part of
recognized in the prior accounting period is reversed if
the hedging relationship, is recognised in profit or
there has been a change in the estimate of recoverable
loss when the asset is derecognised or impaired.
amount. Post impairment, depreciation is provided on Interest income from these financial assets is
the revised carrying value of the impaired asset over included in finance income using the Effective
its remaining useful life. interest rate method.
d FINANCIAL INSTRUMENTS
FIN Derecognition of financial assets
A financial instrument is any contract that gives rise to a A financial asset is derecognised only when:
financial asset of one Company and a financial liability - The Group has transferred the rights to
or equity instrument of another Company. Financial receive cash flows from financial asset, or
instruments also include derivative contracts such as
- Retains the contractual rights to receive
foreign currency foreign exchange forward contracts,
the cash flows of the financial assets, but
interest rate swaps and currency options.
assumes a contractual obligation to pay the
(i) Financial assets cash flows to one or more recipients.
Classification Where the Group has transferred an asset and
The Group classifies its financial assets in the has transferred substantially all risks and rewards
following measurement categories: of ownership of the financial asset, the financial
- those to be measured subsequently at Fair asset is derecognised. Where the Group has not
Value Through Other Comprehensive transferred substantially all risks and rewards of
Income-[FVTOCI], or Fair Value Through ownership of the financial asset, the financial asset
Profit and Loss-[FVTPL] and is not derecognised.
- those measured at Amortised Cost. [AC] Where the Group has neither transferred an
financial asset nor retains substantially all risks
In case of investments
and rewards of ownership of the financial asset,
In Equity instruments the financial asset is derecognised if the Group
124
Notes
has not retained the control of the financial All financial liabilities are recognised initially at fair
asset. Where the Group retains the control value and, in the case of loans and borrowings and
of the financial asset, the asset is continued payables, net of directly attributable transaction costs.
to be recognised to the extent of continuing The Group’s financial liabilities include trade and
involvement in the financial asset. other payables, loans and borrowings including
Impairment of financial assets bank overdrafts, financial guarantee contracts and
In accordance with Ind-AS 109, the Group derivative financial instruments.
applies Expected Credit Loss (ECL) model for Financial liabilities at fair value through profit
measurement and recognition of impairment loss or loss [FVTPL]
on the following financial assets and credit risk Financial liabilities at fair value through profit
exposure: or loss [FVTPL] include financial liabilities
a) Financial assets that are debt instruments and designated upon initial recognition as at fair value
are measured at amortised cost e.g., loans, through profit or loss. Financial liabilities are
debt securities, deposits, and bank balance. classified as held for trading if they are incurred
b) Trade receivables. for the purpose of repurchasing in the near term.
This category also includes derivative financial
The Group follows ‘simplified approach’ for
instruments entered into by the Group that are
recognition of impairment loss allowance on:
not designated as hedging instruments in hedge
- Trade receivables which do not contain
T relationships as defined by Ind-AS 109. Separated
a significant financing component. embedded derivatives are also classified as held
The application of simplified approach for trading unless they are designated as effective
does not require the Group to track hedging instruments.
changes in credit risk. Rather, it Gains or losses on liabilities held for trading are
recognises impairment loss allowance recognised in the profit or loss.
based on lifetime ECLs at each reporting
Financial liabilities designated upon initial
date, right from its initial recognition.
recognition at fair value through profit or loss
- For recognition of impairment loss on are designated at the initial date of recognition,
other financial assets and risk exposure, only if the criteria in Ind-AS 109 are satisfied.
the Group determines that whether For liabilities designated as FVTPL, fair value
there has been a significant increase in gains/ losses attributable to changes in own credit
the credit risk since initial recognition. risk are recognized in OCI. These gains/loss are
Expected Credit Loss Model is used to not subsequently transferred to statement of
provide for impairment loss. profit or loss. However, the Group may transfer
(ii) Financial liabilities the cumulative gain or loss within equity. All
Classification other changes in fair value of such liability are
The Group classifies its financial liabilities in the recognised in the statement of profit or loss.
following measurement categories: Loans and borrowings
- those to be measured subsequently at fair After initial recognition, interest-bearing loans
value through profit and loss-[FVTPL]; and and borrowings are subsequently measured at
- those measured at amortised cost. [AC] amortised cost using the Effective Interest Rate
(EIR) method. Gains and losses are recognised in
The classification depends on the Group’s business
profit or loss when the liabilities are derecognised
model for managing the financial assets and the
as well as through the EIR amortisation process.
contractual terms of the cash flows.
Amortised cost is calculated by taking into account
Initial recognition and measurement
any discount or premium on acquisition and fees
Financial liabilities are classified, at initial or costs that are an integral part of the EIR. The
recognition, as financial liabilities at fair value EIR amortisation is included as finance costs in
through profit or loss or at amortised cost. the statement of profit and loss.
125
Notes
This category generally applies to interest-bearing guarantee. Subsequently, the liability is measured
loans and borrowings. at the higher of the amount of loss allowance
Derecognition determined and the amount recognised less
cumulative amortisation.
A financial liability is derecognised when the
obligation under the liability is discharged or e INVENTORIES
cancelled or expires. When an existing financial Inventories are measured at the lower of cost and net
liability is replaced by another from the same realisable value after providing for absolence, if any,
lender on substantially different terms, or the except for Stock-in-Trade [which are measured at Fair
terms of an existing liability are substantially value] and Realisable by-products [which are measured
modified, such an exchange or modification at net realisable value]. The cost of inventories is
is treated as the derecognition of the original determined using the weighted average method and
liability and the recognition of a new liability. The includes expenditure incurred in acquiring inventories,
difference in the respective carrying amounts is production or conversion and other costs incurred in
recognised in the statement of profit or loss. bringing them to their respective present location and
Offsetting of financial instruments condition. In the case of manufactured inventories and
Financial assets and financial liabilities are offset work in progress, cost includes an appropriate share
and the net amount is reported in the balance of production overheads based on normal operating
sheet if there is a currently enforceable legal right capacity. The comparison of cost and Net Realisable
to offset the recognised amounts and there is an value is made on an item by item basis.
intention to settle on a net basis, to realise the Net realisable value is estimated selling price in the
assets and settle the liabilities simultaneously. The ordinary course of business, less estimated cost of
legally enforceable right must not be contingent completion and the estimated costs necessary to make
on future events and must be enforceable in the the sale. The net realisable value of work in progress is
normal course of business and in the event of determined with reference to selling prices of finished
default, insolvency or bankruptcy of the Group products.
or the counterparty. f TRADE RECEIV
RECEIVABLES
Derivative financial instruments Trade receivable are recognised initially at fair value and
The Group uses derivative financial instruments, subsequently measured at amortised cost [AC] using the
such as forward currency contracts, interest rate effective interest method less provision for impairment.
swaps and forward commodity contracts to hedge As per Ind AS 109 the Group has applied Expected
its foreign currency risks, interest rate risks and Credit Loss model for recognising the allowance for
commodity price risks respectively. Such derivative doubtful debts. Where the Group has offered extended
financial instruments are initially recognised at fair credit period to the debtors, the said amount is recorded
value on the date on which a derivative contract is at present value, with corresponding credit in the
entered into and are subsequently re-measured at statement of Profit and loss over the tenure of the
fair value. Derivatives are carried as financial assets extended credit period.
when the fair value is positive and as financial
g CASH AND CASH EQUIV
EQUIVALENT
liabilities when the fair value is negative.
For the purpose of presentation in the statement
Financial guarantee contracts
of the cash flows, cash and cash equivalent includes
Financial guarantee contracts issued by the Group the cash on hand, deposits held at call with financial
are those contracts that require a payment to institutions other short term, highly liquid investments
be made to reimburse the holder for a loss it with original maturity of three months or less that are
incurs because the specified debtor fails to make readily convertible to known amounts of cash and
a payment when due in accordance with the which are subject to an insignificant risk of changes
terms of a debt instrument. Financial guarantee in value.
contracts are recognised initially as a liability at
Cash flows are reported using the indirect method,
fair value, adjusted for transaction costs that
whereby profit before tax is adjusted for the effects of
are directly attributable to the issuance of the
transactions of non-cash nature and any deferrals or
126
Notes
accruals of past or future cash receipts or payments. by shareholders in the forthcoming Annual General
The cash flows from operating, investing and financing Meeting, are recognised in profit or loss as finance
activities of the Group are segregated based on the costs, in the year when approved.
available information. Borrowings are derecognised from the balance
h CONTRIBUTED EQUITY sheet when the obligation specified in the contract
is discharged, cancelled or expired. The difference
Equity shares are classified as equity. Incidental costs
between the carrying amount of the financial liability
directly attributable to the issue of new shares or
that has been extinguished or transferred to another
options are shown in equity as a deduction, net of tax,
party and the consideration paid including any non cash
from the proceeds.
assets transferred or liability assumed, is recognised in
I Dividends Statement of profit or loss as other gains or (losses).
Provision is made for the amount of any Borrowings are classified as current liabilities unless
dividend declared, being appropriately approved the Group has an unconditional right to defer the
by shareholders, on or before the end of the settlement of liabilities for aleast twelve months after
reporting period but not distributed at the end the reporting period.
of the reporting period. Where there is a breach of a material provision of a
II Earnings per share long term loan arrangement on or before the end of
(i) Basic earnings per share the reporting period with the effect that the liablity
becomes payable on demand on the reporting date, the
Basic earnings per shares is calculated
same is classified as current unless the lender agreed,
by dividing Profit/(Loss) attributable
after the reporting period and before the approval of
to equity holders (adjusted for amounts
financial statements for issue, not to demand payment
directly charged to Reserves) before/after
as a consequence of the breach.
Exceptional Items (net of tax) by Weighted
average number of Equity shares, (excluding j TRADE AND OTHER PAYABLES
treasury shares). These amounts represent liabilities for goods and
(ii) Diluted earnings per share services provided to the Group prior to the end of
Diluted earnings per shares is calculated financial year which are unpaid at the period end. Trade
by dividing Profit/(Loss) attributable and other payables are presented as current liabilities
to equity holders (adjusted for amounts unless payment is not due within 12 months after the
directly charged to Reserves) before/after reporting period. They are recognised initially at their
Exceptional Items (net of tax) by Weighted fair value and subsequently measured at amortised cost
average number of Equity shares (excluding using the effective interest method.
treasury shares) considered for basic earning k FOREIGN CURRENCY TRANSACTIONS
per shares including dilutive potential Equity Transactions in foreign currencies are translated into the
shares. functional currencies of the Holding Company at the
i BORROWINGS exchange rate prevailing at the date of the transactions.
Borrowings are initially recognised at fair value, Monetary assets (other then investments in companies
net of transaction costs incurred. Borrowings are registered outside India) and liabilities denominated
subsequently measured at amortised cost. Any in foreign currencies are translated into the functional
difference between the proceeds (net of transaction currency at the exchange rate at the reporting date.
costs) and the redemption amount is recognised in Investments in companies registered outside India are
In
profit or loss over the period of borrowings using the converted at rate prevailing at the date of aquisition.
effective interest method. Processing/Upfront fee are Non-monetary assets and liabilities that are measured
treated as prepaid asset netted of from borrowings. at fair value in a foreign currency are translated into the
The same is amortised over the period of the facility functional currency at the exchange rate when the fair
to which it relates. value was determined. Non-monetary items that are
Preference shares are classified as liabilities. The measured based on historical cost in a foreign currency
dividends on these preference shares, if approved, are not translated.
127
Notes
Difference on account of changes in foreign currency arising, if any, are recognised in other comprehensive
are generally charged to the statement of profit & loss income and accumulated in a separate component of
except the following: equity. On the disposal of a foreign operation, all of
The Holding Company and one of the subsidiary the accumulated exchange differences in respect of that
Company has availed the exemption available under operation attributable to the Group are reclassified to
Para D13AA of Ind AS - 101 of “First time adoption the consolidated statement of profit and loss.
of Indian Accounting Standards”. Accordingly, l REVENUE
exchange gains and losses on foregin currency
(i) Sale of goods
borrowings taken prior to April 1, 2016 which are
Revenue is recognised when the significant risk and
related to the acquisition or construction of qualifying
rewards of the ownership have been transferred to
assets are adjusted in the carrying cost of such asset.
the buyer, recovery of consideration is probable,
The consolidated financial statements of the Group the associated cost and possible return of goods
are presented in (‘), which is the functional currency can be measured reliably, there is no continuing
of the Company and the presentation currency for the effective control/managerial involvement in
consolidated financial statements. respect of the goods, and the amount of revenue
In preparing the consolidated financial statements, can be measured reliably.
transactions in currencies other than the entity’s Revenue from sale of goods in the course of
functional currency are recorded at the rates of ordinary activities is measured at the fair value of
exchange prevailing on the date of the transaction. the consideration received or receivables net of
At the end of each reporting period, monetary items returns, trade discount, volume rebates and taxes
denominated in foreign currencies are re-translated at and duties on behalf of government. This inter
the rates prevailing at the end of the reporting period. alia involves discounting of the consideration
Non-monetary items carried at Fair Value that are due to the present value if the payment extends
denominated in foreign currencies are re-translated at beyond normal credit terms.
the rates prevailing on the date when the Fair Value was
The timing of the transfer of control varies
determined. Non-monetary items that are measured in
depending on the individual terms of the sale.
terms of historical cost in a foreign currency are not
translated. Other Operating Revenue
Exchange differences arising on translation of long Income from sale of power is recognised on
term foreign currency monetary items recognised the basis of units wheeled during the period.
in the consolidated financial statements before the Income from carbon credits are recognised on
beginning of the first Ind As financial reporting credit of Carbon Emission Reduction (CER) by
period in respect of which the Group has elected to the approving authority in the manner in which
recognise such exchange differences in equity or as part it is unconditionally available to the generating
of cost of assets as allowed under Ind As 101- ”First Company.
time adoption of Indian Accounting Standard” are Incentives on exports and other Government
recognised directly in equity or added/deducted to/ fro incentives related to operations are recognised
the cost of assets as the case may be, Such exchange in the statement of profit or loss after due
differences recognised in equity or as part of cost consideration of certainty of utilization/receipt
of assets is recognised in the consolidated financial of such incentives
statement of profit and loss on a systematic basis. (ii) Sale of Services
Exchange differences arising on the retranslation or Revenue from services is recognised when agreed
settlement of other monetary items are included in contractual task has been completed.
the consolidated statement of profit and loss for the (iii) Other Income
period. a) Dividend income is recognised when right
Di
For the purpose of presenting financial statements, the to receive dividend is established.
assets and liabilities of the Group’s foreign operations b) Interest and other income are recognised on
are expressed in ‘ using exchange rates prevailing at accrual basis on time proportion basis and
the end of reporting period. Exchange differences measured on effective interest rate.
128
Notes
m GOVERNMENT GRANTS computation of diluted earnings per share.

(i) Grants from the Government are recognised (ii) Post Employment benefits
at their fair value where there is an reasonable (a) Defined contribution plans
assurance that the grant will be received and A defined contribution plan is a post
the Group will comply with all the attached employment benefit plan under which
conditions. a Group pays fixed contribution into a
(ii) Government grant relating to purchase of separate entity and will have no legal or
Property, Plant and Equipment are included constructive obligation to pay further
in ‘’Other current/ non-current liabilities’’ as amounts. The Group makes specified
Government Grant - Deferred Income and are monthly contributions towards government
credited to Profit or loss on a straight line basis administered Provided Fund scheme.
over the expected life of the related asset and Obligations for contributions to defined
presented within ‘’Other operating Income’’. contribution plans are expensed as the related
n EMPLOYEE BENEFITS service is provided. Prepaid contributions are
(i) During Employment benefits recognised as an asset to the extent that a cash
refund or a reduction in future payments is
(a) Short term employee benefits
available.
Short-term employee benefits are expensed
(b) Defined benefit plans
as the related service is provided. A liability
is recognised for the amount expected to The Group pays gratuity to the employees
be paid if the Group has a present legal or who have has completed five years of service
constructive obligation to pay this amount with the Group at the time when employee
as a result of past service provided by the leaves the Group. The gratuity is paid as per
employee and the obligation can be estimated the provisions of Payment of Gratuity Act,
reliably. 1972.
(b) Share-based payment transactions The gratuity liability amount is contributed

to the approved gratuity fund formed
Equity settled share based payments to
exclusively for gratuity payment to the
employees and others providing similar
employees.
services are measured at the fair value of
the equity instruments at the grant date. The liability in respect of gratuity and other
Details regarding equity settled share based post-employment benefits is calculated using
transactions are set out in Note 12 N(ii). the Projected Unit Credit Method and spread
over the periods during which the benefit
The fair value determined at the grant date
is expected to be derived from employees’
of the equity-settled share based payments
services.
is expensed on a straight line basis over the
vesting period, based on the Group’s estimate R
Re-measurement of defined benefit plans in
of equity instruments that will eventually respect of post employment are charged to
vest, with a corresponding increase in equity. Other Comprehensive Income.
At the end of each reporting period, the (c) T
Termination benefits
Group revises its estimate of the number Termination benefits are payable when
of equity instruments expected to vest. employment is terminated by the Group
The impact of the revision of the original before the normal retirement date or when
estimate, if any, is recognised in Statement an employee accepts voluntary redundancy
of profit and loss such that the cumulative in exchange for these benefits. In case
expenses reflects the revised estimate, with a of an offer made to encourage voluntary
corresponding adjustment to the Share Based redundancy, the termination benefits are
Payments Reserves. measured based on the number of employees
The dilutive effect of outstanding options is expected to accept the offer. Benefits falling
reflected as additional share dilution in the due more than twelve months after the end
129
Notes
of reporting period are discounted to the b) the deferred tax assets and the deferred tax
present value. liabilities relate to income taxes levied by the
same taxation authority on the same taxable
o INCOME T TAXES
Group.
Income tax expense comprises current and deferred
tax. Tax is recognised in statement of profit and loss, p BORROWING COSTS
except to the extent that it relates to items recognised General and specific Borrowing costs that are directly
in the other comprehensive income or in equity. In attributable to the acquisition, construction or
which case, the tax is also recognised in the other production of a qualifying asset that necessarily takes a
comprehensive income or in equity. substantial period of time to get ready for its intended
(i) Current tax use are capitalised as part of the cost of that asset till
Current tax assets and liabilities are measured at the date it is ready for its intended use or sale. Other
the amount expected to be recovered from or paid borrowing costs are recognised as an expense in the
to the taxation authorities, based on tax rates and period in which they are incurred.
laws that are enacted or subsequently enacted at Investment income earned on the temporary investment
In
the Balance sheet date. of specific borrowings pending their expenditure on
Current tax assets and liabilities are offset only if, qualifying assets is deducted from the borrowing cost
the Group: eligible for capitalisation. All other borrowing costs
are charged to the statement of profit and loss for the
a) has a legally enforceable right to set off the
period for which they are incurred.
recognised amounts; and
b) intends either to settle on a net basis, or q LEASES
to realise the asset and settle the liability (i) Deter mining whether an ar rangement
simultaneously. contains a lease
(ii) Deferred tax At inception of an arrangement, the Group
Deferred tax is recognised on temporary determines whether the arrangement is or
differences between the carrying amounts of contains a lease.
assets and liabilities in the financial statements As a lessee
and the corresponding tax bases used in the Leases of property plant and equipment where
computation of taxable profit. the Group, as lessee, has substantially all the
Deferred tax liabilities and assets are measured risks and rewards of the ownership are classified
at the tax rates that are expected to apply in the as finance leases. Finance lease are capitalised at
period in which the liability is settled or the asset the lower of lease’s inception at the fair value
realised, based on tax rates (and tax laws) that of the lease property and the present value of
have enacted or substantively enacted by the end minimum lease payments. The corresponding
of the reporting period. The carrying amount of rental obligations, if any net of finance charges
Deferred tax liabilities and assets are reviewed at are included in borrowing or other financial
the end of each reporting period. Deferred tax is liabilities as appropriate. Each lease payment is
recognised to the extent that it is probable that allocated between the liability and the finance cost.
future taxable profit will be available against which The finance cost is charged to the profit or loss
they can be used. over the lease period so as to produce a constant
The measurement of deferred tax reflects the tax periodic rate of Interest on the remaining balance
consequences that would follow from the manner of liability for each period.
in which the Group expects, at the reporting date, Leases in which a significant portion of risk and
to recover or settle the carrying amount of its rewards of ownership are not transferred to the
assets and liabilities. Group as a lessee are classified as operating lease.
Deferred tax assets and liabilities are offset only if: Payments made under operating leases are charged
a) the Group has a legally enforceable right to to Profit and Loss on a straight line basis over the
set off current tax assets against current tax period of lease except where another systematic
liabilities; and basis is more representative of time pattern in
130
Notes
which economic benefits from the leased assets related asset is no longer a contingent asset, but it is
are consumed. recognised as an asset.
As a lessor t Segment reporting
Lease Income from operating leases where the Operating segments are reported in a manner consistent
Group is a lessor is recognised as income on a with the internal reporting provided to the Chief
straight line basis over the lease term unless the Operating Decision-Maker.
receipts are structured to increase in line with the u Biological Assets
expected general inflation to compensate for the
Biological Assets are measured at fair value less costs
expected inflationary cost increases.
to sell, with any changes therein recognised in the
r Non- Current assets held for sale: Statement of Profit & Loss.
Non Current assets are classified as held for sale if their v Standards Issued but not ef
effective
carrying amount will be recovered principally through a On March 28, 2018, the ministry of corporate affairs
sale transaction rather than through continuing use and (MCA) has notified Ind AS 115-Revenue from Contract
sale is considered highly probable. They are measured with Customers and certain amendment to existing
at lower of their (a.) carrying amount and (b.) fair value Ind AS. These amendments shall be applicable to the
less cost to sell. Non current asset are not depreciated Company from April 1,2018.
or amortised while they are classified as held for sale. (a) Issue of Ind AS 115- Revenue from Contracts
s Provisions and contingent liabilities with Customers
Provisions are recognised when the Group has a (i) Ind AS 115 will supersede the current revenue
present legal or constructive obligation as a result of recognition guidance including Ind AS 18
past events, it is probable that an outflow of resources Revenue, Ind AS 11 Construction Contracts
will be required to settle the obiligation and the amount and the related interpretations. Ind AS 115
can be reliably estimated. provides a single model of accounting
Provisions are measured at the present value of for revenue arising from contracts with
management’s best estimate of the expenditure customers based on the identification and
required to settle the present obligation at the end satisfaction of performance obligations.
of the reporting period. The discount rate used to (ii) Amendment to Existing issued Ind As
determine the present value is a pre tax rate that reflects The MCA has also carried out amendments of the
current market assessments of the time value of money following accounting standards:
and the risks specific to the liability. The increase in the
(a) Ind AS 21- The Effects of changes in Foreign
provision due to the passage of time is recognised as
Exchanges Rates
interest expenses.
(b) Ind AS 40- Investment Property
Contingent liabilities are disclosed in respect of
possible obiligations that arise from past events but (c) Ind AS 12- Income Taxes
their existence will be confirmed by the occurrence or (d) Ind AS 28- Investments in Associates and Joint
non occurrence of one or more uncertain future events Ventures and
not wholly within the control of Group or where any (e) Ind AS 112- Disclosure of Interests in Other
present obligation cannot be measured in terms of Entities
future outflow of resources or where a reliable estimate Application of above standards are not expected
of the obligation cannot be made. to have any significant impact on the Consolidated
Contingent assets are not recognised. However, when Financial Statements.
the realisation of income is virtually certain, then the
131
NOTE-3 PROPERTY, PLANT AND EQUIPMENT (` in Lakh)
(`
132
Particulars Freehold Lease Buildings Plant & Windmills Furniture Vehicles Office Total Capital
land Hold Land [Refer Equipment & Equipments work-in-
[Refer Note [Refer Fixtures progress
Note 3a 3a (iv) Note 3a
(iv) below] below] (iv) below]
Notes
Year ended March 31, 2018
Add : Additions 80.00 793.41 44.96 52.03 - 0.40 58.03 100.16 1,128.99 780.14
Less : Assets classified as held for sale [Refer 80.00 - - - - - - - 80.00 -
Note 10 & 21]
Less : Disposals 1.01 325.19 158.07 574.22 - 82.11 669.21 144.94 1,954.75
Less :Transfers - - - - - - - - - 884.15

Add :Adjustment - 540.63 - - - (0.10) 29.87 13.26 583.66 -
Less :Disposals/ Adjustments - 0.23 18.66 319.79 - 81.80 365.41 138.62 924.51 -
Closing accmulated depreciation and impairment - 841.56 7,317.35 31,151.04 19,089.05 1,714.43 2,109.98 3,409.62 65,633.03 -
Particulars Freehold Lease Buildings Plant & Windmills Furniture Vehicles Office Total Capital
land Hold Land [Refer Equipment & Equipments work-in-
[Refer Note [Refer Fixtures progress
Note 3a 3a (iv) Note 3a
(iv) below] below] (iv) below]
Add : Additions 36.79 (84.33) 104.08 1,628.68 - 3.83 29.11 105.38 1,823.54 1,463.30
Less : Assets classified as held for sale [Refer 277.56 - - - - - - - 277.56 -

Note 10 & 21]
Less : Disposals - - - 16.91 - 9.79 359.91 82.33 468.94 -
Less :Transfers - - - - - - - - - 2,749.08
Accumulated depreciation and Impairment
Add :Impairment loss - - 241.83 80.26 - - - (2.25) 319.84 -
Less : Disposals/ Adjustments - 125.62 (6.65) 526.03 - 9.58 244.66 57.91 957.15 -
Closing accumulated depreciation - 270.36 5,147.93 21,993.59 17,238.51 1,658.05 2,097.92 3,358.41 51,764.77 -
Net carrying amount 1,61,593.95 1,940.74 55,195.93 1,43,308.66 37,829.24 686.17 1,011.06 435.99 4,02,001.74 2,916.26
Note 3a
(i) Addit
Addition during the year includes -
(a) Adjustment on account of exchange differences gain of ` (257.01/- Lakh) [ Previous Year gain of ((``515.34/- Lakh)] Refer Note 38.
(ii) Property
roperty Plant and Equipment include assets having written down value of ((`` 17,781.34/- Lakh) [Previous Year ((`` 580.59/- Lakh)] representing plant & equipments and building which are not wholly used.
The Holding Company is in the process of finding alternate use of such assets.
(iii) Buildings include ` 0.02/- Lakh [Previous Year ` 0.02/-Lakh] being cost of Shares in Co-operative Societies. Title deeds in respect of shares amounting to ` 0.01/- Lakh are in the process of transfer.
Notes
NOTE-3 PROPERTY, PLANT AND EQUIPMENT (Contd.) (` in Lakh)

(`
(iv) Assets Gi
Given on lease
Particulars Lease Buildings Plant & Total
Hold Land Equipment
A Year ended March 31, 2018
Additions - - 7.56 7.56
Asset taken back 12.73 151.01 11.57 175.31
Closing gross carrying amount - - 7.56 7.56
Opening 2.11 16.03 1.15 19.29
Depreciation charge for the year 0.19 5.66 0.33 6.18
Disposals 2.30 21.69 0.46 24.45
Closing accumulated amortisation and impairment - - 1.02 1.02
Closing net carrying amount - - 6.54 6.54
Additions - - -
Disposals - - - -
Closing gross carrying amount 12.73 151.01 11.57 175.31
Opening accumulated depreciation as at 1 April 2016 1.86 - - 1.86
Depreciation charge during the year 0.26 8.02 0.24 8.52
Disposals - - - -
Closing accumulated depreciation and impairment 2.12 8.02 0.24 10.38
Net carrying amount 10.61 142.99 11.33 164.93
NOTE-4 INTANGIBLE ASSETS (` in Lakh)

(`
Particulars Trade Computer Total

Marks/ Software
Brands
Additions - 9.62 9.62
Closing accumulated amortisation and impairment 36.00 1,309.93 1,345.93
Additions - 26.76 26.76
Accumulated amortisation
Closing accumulated amortisation 36.00 1,239.57 1,275.57
133
Notes
NOTE - 5a FINANCIAL ASSETS (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
Non-Current Financial Investments
Investments In Associates and Joint Ventures accounted using equity
method
A Investment in Equity Instruments: (fully paid up)
a) In associate companies and Joint Venture
[Previous Year 4,40,050 ] Equity Shares of `10/- each fully paid up in GHI - 1,359.48
Energy Private Limited [Refer Note 8a]
13,09,000 [Previous Year 13,09,000] Equity Shares of `10/- each fully paid 228.94 394.44
in Ruchi Hi-rich Seeds Private Limited
2,04,000 [Previous Year 2,04,000 ] Equity Shares of `10/- each fully paid in 1,343.41 946.03
Ruchi J-Oil Private Limited [Impairment ` Nil (Previous Year `2,573.49/-
Lakh)]
b) Investments in Other Entities
i) Investment in Limited Liability Partnership (LLP) [Refer Note E(i) below] 1.53 1.77
Total 1,573.88 2,701.72
B Investment in Equity Instruments - Other than in Associate and Joint
Venture companies
(Designated at Fair value through Other Comprehensive Income
(FVTOCI) [Refer Note 33 (A) I (ii)]
a) Quoted
i) 8,83,500 [Previous Year 8,83,500 ] Equity Shares of `10/- each fully paid up 254.45 226.62
in National Steel & Agro Industries Limited
ii) 4,00,000 [Previous Year 4,00,000] Equity Shares of `10/- each fully paid up 124.60 109.80
in Anik Industries Limited
iii) 2,73,24,239 [Previous Year 2,73,24,239 ] Equity Shares of `1/- each fully paid 997.33 972.74
up in Ruchi Infrastructure Limited
iv) 17,71,700 [Previous Year 17,71,700] Equity Shares of `10/- each fully paid 31.54 46.06
up in Ruchi Strips & Alloys Limited
v) 1,19,300 [Previous Year 1,19,300] Equity Shares of `10/- each fully paid up 9.27 26.07
in Sarthak Global Limited
vi) 1,80,000 [Previous Year 1,80,000] Equity Shares of `2/- each fully paid up 0.38 0.59
in Blue Chip India Limited
vii) 35,000 [Previous Year 35,000] Equity Shares of `10/- each fully paid up in - 19.25
Sharadraj Tradelink Limited
viii) 21,500 [Previous Year 21,500] Equity Shares of `10/- each fully paid up in 0.41 -
Hereld Commerce Limited
b) Unquoted
i) 25,000 [Previous Year 25,000] Equity shares of `10/- each fully paid-up in 2.50 2.50
Ruchi Infotech Limited
ii) 6,00,000 [Previous Year 6,00,000] Equity shares of `10/- each fully paid-up 272.76 235.56
in Ruchi Acroni Industries Limited
iii) 35,000 [Previous Year 35,000] Equity shares of `10/- each fully paid-up in - 3.50
E-DP Marketing (P) Limited [Formerly known as E-Ruchi Marketing (P)
Limited]
iv) 16,100 [Previous Year 16,100 ] Equity Shares of `10/- each fully paid up in - 0.01
National Board of Trade Private Limited
v) 21,500 [ Previous Year 21,500 ] Equity Shares of `10/- each fully paid up in - -
Hereld Commerce Limited
Total 1,693.24 1,642.70
134
Notes
As at As at
March 31, 2018 March 31, 2017
C Investment in Preference Shares measured at Amortised cost
Unquoted
[Previous Year 10,46,435 ] 6% Non Cumulative, Non Convertible Redeemable - 543.49
Preference Shares of ` 100/- each fully paid up in GHI Energy Private Limited
[ Refer Note 8a ]
D Investment in Government or Trust Securities measured at Amortised
cost
National Saving Certificates/Kisan Vikas Patra (deposited with Government 1.09 1.08
authorities)
Total 1.09 544.57
G R A N D T O T A L: 3,268.21 4,888.99
Aggregate amount of quoted investments - Cost 10,774.61 10,763.23
Fair Market Value of quoted investments 1,417.98 1,401.13
Aggregate amount of unquoted investments 1,850.23 3,487.85
Aggregate amount of Impairment of unquoted investments 2,573.49 3,053.99
Category-wise Non-current Investment
Financial assets carried at AC 1.09 544.57
Financial assets measured using equity method 1,573.88 2,701.72
Financial assets measured at FVTOCI 1,693.24 1,642.71
E (i) The Company is holding 50% of the partner’s contribution in the Limited
Liability Partnership (LLP). Details are as below:
Name of the LLP Firm Indian Oil Ruchi Biofuels LLP
Name of the Partners of the LLP Firm Ruchi Soya Indian Oil
Industries Corporation
Limited Limited
Total Capital ` 319.60/- Lakh
Shares of each Partner 50% 50%
NOTE - 5b LOANS (` in Lakh)

(`
March 31, 2018 March 31, 2017
Unsecured, considered good (Unless otherwise stated)
Security and Other Deposits [Amount includes to related parties `2,100.00/- 3,998.49 6,559.01
Lakh (Previous Year ` 2,111.00/- Lakh) [Refer Note 40]
3,998.49 6,559.01
NOTE - 5c OTHER FINANCIAL ASSETS (` in Lakh)

(`
March 31, 2018 March 31, 2017
On In
Investments 6.50 0.32
On Fixed Deposits With Bank 26.67 27.30
Amount due from erstwhile subsidiary [ Refer Note 35 ] 560.09 560.09
Others 5.35 17.91
Fixed Deposit with banks more than 12 months maturity
- Against Margin Money [Under lien] 331.79 277.64
- Others 13.63 68.06
944.03 951.32
135
Notes
NOTE - 6 OTHER NON-CURRENT ASSETS (` in Lakh)

(`
March 31, 2018 March 31, 2017
Unsecured, considered good (unless otherwise stated)
Capital Advances 444.45 278.67
Other loans and Advances
- Advance Income-Tax including tax deducted at source (Net of Provisions) 5,965.03 6,744.82
- Deposits paid under Protest 4,087.83 4,846.69
10,497.31 11,870.18
NOTE - 7 INVENTORIES (` in Lakh)

(`
March 31, 2018 March 31, 2017
(As valued and certified by the Management)
(At lower of cost and net realisable value except for stock-in-trade measured at fair
value and realisable by-products at net realisable value)
a) Raw Materials (including packing material)
Goods in transit 12,659.06 18,808.70
others 37,213.40 42,258.75
b) Work-in-progress 485.58 478.43
c) Finished goods
Goods in transit 941.54 1,457.74
others 56,747.22 49,980.47
d) Stock- in- Trade (in respect of goods acquired for trading) [ Refer Note (i) below] 250.75 1,103.25
e) Realisable by-products 3,798.10 3,611.79
f) Stores and Spares 4,382.89 3,948.67
g) Consumables 2,647.69 2,264.15
1,19,126.23 1,23,911.95
Note:
(i) The following inventories are measured at Fair Value
Particulars Fair Value Fair Value
(` in Lakh)
(` (` in Lakh)
(`
Stock-in-trade 250.75 1,103.25
Measurement of Fair Value : Classified as Level 2 [Refer Note 43 B]
Valuation Techniques : Stock-in-Trade are measured at fair value are based on quotations of Commodity Exchange (NCDEX),
as well as quotations from Solvent Extractor’s Association of India (Non Government Organisation) recognised by Ministry
of Agriculture, Government of India.
136
Notes
NOTE - 8a CURRENT INVESTMENTS (` in Lakh)

(`
March 31, 2018 March 31, 2017
A. Investments in Mutual Funds measured at fair value through Profit and
Loss [FVTPL]
Quoted
i) 1,00,000 Units [Previous Year 1,00,000 Units] of SBI Magnum Multicap 45.96 40.51
fund- Growth of `10 each.
ii) 60,681.871 Units [Previous Year 60,681.871 Units] of SBI Magnum Equity 56.18 52.19
Fund -Regular plan- Growth of ` 41.20 each.
iii) 50,000 Units [Previous Year 50,000 Units] of SBI Infrastructure Fund-Regular 7.64 6.82
plan Growth of `10/- each.
iv) 774.446 Units [Previous Year 774.446 Units] of PNB Principal Emerging 0.80 0.70
Blue Chip Fund - Regular plan Growth of `10/- each.
B Investment in Preference Shares measured at Amortised cost
Unquoted
10,46,435, 6% Non Cumulative, Non Convertible Redeemable Preference Shares of 641.44 -
` 100/- each fully paid up in GHI Energy Private Limited
C In associate companies and Joint Venture
4,40,050, Equity Shares of `10/- each fully paid up in GHI Energy Private Limited 375.11 -
D. Investment in Government or Trust securities measured at Amortised Cost
[AC]
Unquoted
National Saving Certificates/Kisan Vikas Patra (deposited with Government 8.37 8.37
authorities)
TOTAL: 1,135.50 108.59
Aggregate amount of quoted investments 40.17 40.17
Market Value of quoted investment 110.58 100.22
Aggregate amount of unquoted investments 1,916.61 8.37
Fair value adjustments for Investments (821.28) 60.05
NOTE - 8b TRADE RECEIVABLES (` in Lakh)

(`
March 31, 2018 March 31, 2017
Secured, considered good 8,747.78 8,038.79
(Guaranteed by bank to the extent of ` 8,693.18/- Lakh (Previous Year ` 7,479.44/- Lakh)
Unsecured, considered good [Refer Note (i) below] 44,529.67 7,47,153.45
Doubtful 6,96,303.12 1,589.86
Receivables from related parties [Refer Note 40] - 382.28
Less: Allowance for doubtful debts [Refer Note 44(ii)] 7,21,264.60 2,28,699.04
Total Receivables 28,315.97 5,28,465.34
Note :
(i) The above balances includes balance amounting to `Nil [ Previous Year ` 606.61/- Lakh] of parties whose bills have been drawn
and have been discounted by Holding Company from Bank with recourse option. The corresponding liability to the banks is
presented as secured borrowings. [Refer Note 17a (G)].
137
Notes
NOTE - 8c CASH AND CASH EQUIVALENTS (` in Lakh)

(`
March 31, 2018 March 31, 2017
Balances with Banks
i) In Current Accounts 3,830.06 9,755.39
ii) In Deposit Accounts with less than or equal to 3 months maturity
- Others 0.15 5.09
3,899.79 9,837.65
Note :
(a) Confirmations from banks in respect of bank balances aggregating to debit balances of ` 1,343.39/- Lakh (Previous Year
` 1,221.23/- Lakh) have not been received from the banks in response to the requests sent. The Holding Company has, however
requsted for the confirmations and followed up with the banks.
NOTE - 8d BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS ABOVE (` in Lakh)
(`
March 31, 2018 March 31, 2017
Earmarked Unclaimed Dividend Accounts 24.47 31.98
In Current Accounts [Refer Note (i) below] 6,575.19 -
In Deposit Accounts
Original Maturity less than or equal to 3 months
- Against Margin Money [Under lien] 5,910.28 103.31
More than 3 months but less than or equal to 12 months maturity.
- Against Margin Money [Under lien] 927.87 4,841.32
- Others 504.34 1,225.20
13,942.15 6,201.81
Note :
(i) Earnet money deposited in designated bank account from applicants during CIRP process.
NOTE - 8e LOANS (` in Lakh)

(`
March 31, 2018 March 31, 2017
Unsecured, considered good (unless otherwise stated):
Security and Other Deposits 400.54 899.98
Loans to R
Related parties [Refer Note 40] 3.32 9.96
Loans to Others - 2.98
Loan to employees 154.94 236.68
558.80 1,149.60
138
Notes
NOTE - 8f OTHER FINANCIAL ASSETS (` in Lakh)

(`
March 31, 2018 March 31, 2017
Unsecured considered good
Other R
Receivables 1,808.32 468.93
On In
Investments - 5.89
On Fixed Deposits with Banks 95.90 181.49
On Other deposits 40.35 49.47
Derivative Assets
Deri
- Forward contract 7.84 468.68
2,044.77 5,303.10
NOTE - 9 OTHER CURRENT ASSETS (` in Lakh)

(`
March 31, 2018 March 31, 2017
a) Advances recoverable in cash or in kind or for value to be received
Considered good [ Refer Note (i) ] 16,213.78 78,033.97
Considered doubtful 54,027.38 4,695.01
70,241.16 82,728.98
Less: Allowance for doubtful advances 54,027.38 5,937.61
16,213.78 76,791.37
b) Gratuity excess of Planned assets over obligations [ Refer Note 19] 284.07 120.82
c) Balances with government authorities 22,516.80 15,889.89
d) Other Receivables 4,365.70 3,297.14
43,380.35 96,099.22
Note :
(i) The above advances includes advance of ` 0.23/- Lakh are with Related Party. [Refer Note Note 40]
NOTE - 10 ASSETS CLASSIFIED AS HELD FOR SALE (` in Lakh)

(`
March 31, 2018 March 31, 2017
Property, Plant & Equipment [Refer Note 3] 357.56 277.56
Other Advances 10.00 90.00
367.56 367.56
Note :
The Holding Company has entered into an agreement on December 5, 2016 to sale 18.1890 acres land situated at Taluka Alibag,
District Raigad for consideration of ` 345.77/- Lakh. As per the terms of the agreement, the Holding Company is required to
bear the conversion expenses upto ` 3.75/- Lakh per acre and also carry out certain improvements over the said land which shall
be reimbursed by the purchaser. The Holding Company has received part of the consideration by way of advance payment. The
Holding Company has also entered into contract for the purpose of undertaking the improvements agreed upon and paid an advance
to the contractor. The land agreed to sold and the advances paid for improvement are classified as Assets Classified as held for sale
[Refer Note 10] and the amount of advance received form the buyer has been classified as Liabilities directly associated with assets
classified as held for sale [Refer Note 21].
139
Notes
to Consolidated Financial Statement for the Year Ended March 31, 2018
NOTE - 11 EQUITY SHARE CAPITAL (` in Lakh)

(`
March 31, 2018 March 31, 2017
(a) Authorised
i) Equity Shares
1,01,02,50,000 (Previous Year 1,01,02,50,000) of face value of `2/- each 20,205.00 20,205.00
ii) Cummulative Redeemable Preference Share
Cummulati
51,00,000 (Previous Year 51,00,000) of face value `100/- each 5,100.00 5,100.00
25,305.00 25,305.00
(b) Issued, Subscribed and paid-up
Equity Shares
33,41,00,722 (Previous Year 33,41,00,722) of face value of `2/- each fully paid-up 6,682.01 6,682.01
[Refer Note (a) of SOCIE]
Less: 76,30,115 Treasury Equity Shares [Previous year 76,30,115] [Refer Note 11(h)] 152.60 152.60
6,529.41 6,529.41
(c) Rights, Preferences and Restrictions attached to shares

Equity Shares: The Holding 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 Holding Company after distribution of all preferential amounts, in proportion to their shareholding.
(d) Lock in Restrictions
None of the shares are subject to lock in restrictions.
(e) Details of shares held by shareholders holding more than 5% shares in the Holding Company.
No. of % No. of %
Shares Shares
EQUITY SHARES
Disha Foundation Trust 5,09,40,350 15.25 5,09,40,350 15.25
Soyumm Marketing Private Limited 4,56,35,159 13.66 4,56,35,159 13.66
Spectra Realities Private Limited 1,84,00,000 5.51 1,84,00,000 5.51
Sawit Plantations Pte Limited 1,96,07,913 5.87 1,96,12,913 5.87
(f) For shares reserved for issue under options - Refer Note 12 B and 12 M(ii)
(g) For reconciliation of number of shares outstanding at the beginning and at the end of the year - Refer Note (a) of Statement
of Changes in Equity (SOCIE).
(h) 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 Holding Company are held by a Trust for
the benefit of the Holding Company and its successor. The investment Cost of acquition of these treasury shares have been
netted of from the Equity Shares Capital and Securities premium reserve as per the provisions of Ind AS. The Dividend of
earlier period received by the Trust in respect of these shares is included under the head ‘Dividend’ under ‘Other Income’ in
Note 23(B).
(i) Shares alloted under the Employee stock option plan scheme 2017 as modified from time to time. [Refer Note 12B]
140
Notes

(`
March 31, 2018 March 31, 2017
B Share Options Outstanding Account [Refer Note 12 M(ii)] 39.53 110.25
C Securities Premium Account 45,186.45 45,186.45
D General Reserve 41,800.94 41,800.94
E Business Development Reserve - 60.67
F Capital Reserve 3,328.75 3,328.75
G Hedging Reserve - -
I Foreign Currency Translation reserves 1,551.35 811.92
J Equity Instruments through Other Comprehensive Income [Refer Note 33A I(ii)] (9,119.20) (9,169.96)
K Retained Earnings (5,68,773.59) (5,056.52)

TOTAL (4,77,214.79) 85,717.66
Balance as at the beginning of the year
B Share Options Outstanding Account [ Refer Note 12 M(ii)]
Employee stock Option Outstanding 110.25 120.90
Less: Deferred Employees Compensation Expenses 70.72 10.65
Options outstanding as at the end of the year 39.53 110.25
C Securities Premium Account
D General Reserve
E Business Development Reserve
Less:
Provision/( Reversal of provision) for doubtful debts and doubtful advances - 16,074.41
(net of deferred tax) [Refer Note 30 b]
Advertisement & sales promotion expenses (net of current tax) [Refer Note 31 (iii)] 60.67 3,190.36
Balance as at the end of the year - 60.67
F Capital Reserve
G Hedging Reserve
Balance as at the beginning of the year - (200.30)
Add/Less: Movement during the year - (200.30)
Balance as at the end of the year - -
141
Notes
NOTE - 12 OTHER EQUITY (Contd.) (` in Lakh)

(`
March 31, 2018 March 31, 2017
I Foreign Currency Translation reserves
Add/Less: Movement during the year 739.43 (389.68)
Balance as at the end of the year 1,551.35 811.92
J Equity Instruments through Other Comprehensive Income
[Refer Note 33A I(ii)]
Addition/(deletion) during the year 50.54 (730.19)
K Retained Earnings
Balance as at the begining of the year (5,056.52) 1,25,464.31
Add: Net Profit/(Loss) for the year/period (5,63,769.65) (1,31,167.65)
Add:Reversal on Account of Depreciation - (593.11)
Less:
- Items of OCI directly Reconised in Retained Earnings
Remeasurement of the defined benefit plans through Other Comprehensive Income (52.58) (81.97)
[Refer Note 33A I(i)]
Less : Tax Impact on above - 28.26

Balance as at the end of the year (5,68,773.59) (5,056.52)
(4,77,214.79) 85,717.66
L Non-controlling interest [Refer Note 41]
Less: contribution during the year 11,690.81 5,087.93
M NATURE AND PURPOSE OF RESERVES
N
(i) Capital Redemption Reserve
Capital Redemption Reserve was created out of profits of the Holding Company for the purpose of redemption of shares.
(ii) Share Options Outstanding Account
The Share options Outstanding account is used to recognise Intrinsic Value/Fair value of the options issued to employees at
the grant date under the Ruchi Soya Stock Option plan 2007.
Description of share-based payment arrangements
Employee stock options - equity settled Share-based payment arrangements:
The Holding 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 Holding Company and its subsidiary Ruchi Worldwide Limited.
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 `2/- each at a premium of `33/- per share.
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 Holding Company, all
options, vested or not, stand cancelled immediately. In case of voluntary resignation, all un-vested options stand cancelled.
Please refer below table for details on vesting period. There are no other vesting conditions, apart from service condition.
142
Notes

(`
As per the terms of the plan, the Holding Company has granted stock options in following tranches to its eligible employees:
Date of Grant Number of Options Exercise Particulars of vesting
April 1, 2015 Price Rs. 20% 30% 50%
October 1, 2009 14,95,000 35/- October 1, 2010 October 1, 2011 October 1, 2012
April 1, 2012 15,000 35/- April 1, 2013 April 1, 2014 April 1, 2015
Total 41,30,000
The movement in the Employee Stock Options during the year ended March 31, 2018 is as follows:
Date of Grant Opening Balance as Issued during Cancelled Exercised Closing Balance as
on April 1, 2017 the year during the year on March 31, 2018
April 1, 2013 1,33,500 - 1,33,500 - -
April 1, 2014 2,06,500 - 35,500 - 1,71,000
April 1, 2015* 3,94,500 - 43,000 - 3,51,500
Total 7,34,500 - 2,12,000 - 5,22,500
Previous Year 8,48,450 - 1,13,950 - 7,34,500
Note : * Indicates as at March 31, 2018 the said option is yet to expire considering the grace period of one year.
Particulars For the year ended March 31, 2018

Shares arising out Range of exercise Weighted average
of options prices exercise price
Options outstanding at the beginning of the year 7,34,500 35.00 35.00
Add: Options granted during the year - 35.00 35.00
Less: Options lapsed during the year 2,12,000 35.00 35.00
Less: Options exercised during the year - 35.00 35.00
Options outstanding at the year end* 5,22,500 35.00 35.00
Note: *Weighted Average remaining contractual life is 1.36 years.
Valuation of stock options
The fair value of stock options granted during the period has been measured using the Black–Scholes option pricing model
at the date of the grant. The Black-Scholes option pricing model includes assumptions regarding dividend yields, expected
volatility, expected terms and risk free interest rates. They key inputs and assumptions used are as follows:
Share price: The closing price on NSE as on the date of grant has been considered for valuing the options granted.
Exercise Price: Exercise Price is the price as determined by the Remuneration and Compensation Committee.
Expected Volatility: The historical volatility of the stock till the date of grant has been considered to calculate the fair value
of the options.
Expected Option Life: Expected Life of option is the period for which the Company expects the options to be live.
Expected dividends: Expected dividend assumed to be 8% paid each year
Risk free interest rate: The risk free interest rate on the date of grant considered for the calculation is the interest rate
applicable for a maturity equal to the expected life of the options based on the yield curve for Government bonds.
143
Notes

(`
These assumptions reflect management’s best estimates, but these assumptions involve inherent market uncertainties based
on market conditions generally outside of the Holding Company’s control. As a result, if other assumptions had been used
in the current period, stock-based compensation expense could have been materially impacted. Further, if management uses
different assumptions in future periods, stock based compensation expense could be materially impacted in future years. The
estimated fair value of stock options is charged to income on a straight-line basis over the requisite service period for each
separately vesting portion of the award as if the award was, in-substance, multiple awards.The weighted average inputs used
in computing the fair value of options granted were as follows:
Grants made during the year
Grant date April 1, 2015
Fair value 21.79
Share price as on date 45.85
Exercise price 35.00
Expected volatility (weighted-average) 0.4215
Expected life (weighted-average) [3 years + 1 year Grace period] 4 years
Expected dividends 8.00%
Risk-free interest rate (based on government bonds) 8.00%
(iii) Securities Premium Account
Securities Premium Account is created on recording of premium on issue of shares. The reserve is utilised in accordance with
the provisions of the Companies Act, 2013.
(iv) General Reserve
The same is Created out of Surplus profits transferred as per the provisions of the Act, it is utilised as per provisions of the Act.
(v) Business Development Reserve
(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 Holding 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 1st April 2009, after adjusting for any tax effects, both current and deferred tax thereon.
(c) FFor amounts debited during the year to Business Development Reserve in accordance with the said Scheme. Refer Note 12(E).
(d Had the Scheme, approved by the Hon’ble High Court, not prescribed the accounting treatment as described in (b) above,
(d)
i) the Holding Company would have been required to:
Credit an amount of ` 36,157.70/- Lakh to Revaluation Reserve instead of the Business Development Reserve and
Debit the additional charges as mentioned above in Note 12 (E).
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, 2018 would have been higher by ` 5,193.54/- Lakh and
` 23,842.30/- Lakh respectively, loss for the year would have been higher by ` 60.67/- Lakh, the accumulated balance
in the Statement of Profit and Loss as at March 31, 2018 would have been lower by ` 43,701.06/-Lakh, the balance
in Revaluation Reserve would have been higher by ` 14,665.23/- Lakh and the balance in Business Development
Reserve would have been ` Nil.
However, the aggregate balance in Reserves and Surplus as at March 31, 2018 would have remained the same.
144
Notes

(`
(vi) Capital Reserve

Capital Reserve amounting to ` 3,228.75/- Lakh was created on :
a) amalgamation with Palm tech India Ltd by ` 1,087.07/- Lakh and
b) On 3,53,25,000 share warrants issued in an earlier year to the promoter/promoter group on preferential basis by
` 2,241.69/- Lakh. Holders of 64,00,000 warrants exercised the option and were alloted equity shares during the year.
Holders of balance 2,89,25,000 warrants did not exercise their option which was further lapsed, on expiry on 18 months
from the date of issue of warrants. Consequently, the amount of ` 2,241.69/- Lakh paid by these warrant holders were
forfeited and transferred to capital reserve.
(viii) Hedging Reserve
Hedge Reserve is created out of Interest Rate Swaps taken by the Holding Company.
(ix) Foreign Currency Monetary Item Transalation Difference Account
The Group has availed the exemption available under Para D13AA of Ind AS - 101 of “First time adoption of Indian Accounting
Standards”. Accordingly, exchange gains and losses on foregin currency borrowings taken prior to April 1, 2016 which are
related to the acquisition or construction of qualifying assets are adjusted in the carrying cost of such asset.
(x) Equity Instruments through Other Comprehensive Income
The Group has elected to recognise changes in fair value of certain class of investements in other comprehensive income.
These faie value changes are accumulated within this reserve and shall be adjusted on derecognition of investment.
(xi) Retained Earnings
The same is created out of profits over the years and shall be utilised as per the provisions of the Act.
NOTE - 13 A BORROWINGS (` in Lakh)

(`
March 31, 2018 March 31, 2017
A Term Loans from Banks [Refer Note E(i), (ii) and F below]
Secured
- Rupee Loans - -
B Long Term Maturity of Finance Lease Obligation - -
C Deferred payment liabilities
Unsecured
- Deferred Sales Tax Liability [Refer Note G below] 5,622.00 5,861.75
D Cumulative Redeemable Preference Shares [Refer Note H below]
Unsecured
2,00,000 [Previous year 2,00,000] of face value of Rs. 100/- each fully paid-up 153.68 200.00
7,335.23 7,972.14
145
Particulars Interest Security Year of Maturity Terms of Repayment March March 31,
146
Rate in Financial Year 31, 2018 2017
E (i) Rupee Loans
Term Loan from BBR+2.5% Secured by a first pari passu charge over 2017-2018 Repayable in 18 Equal - 168.26 Notes
Axis Bank Limited p.a. the moveable fixed assets, factory land quar terly installments
and railway siding, both present & future, starting at the end of 9
located at Durgawati in Bihar and personal months from date of first
guarantee of Managing Director of the disbursement (commenced
Holding Company. from February, 2013) of the
sanctioned amount of Rs.
3,000 Lakh.
Term loan from MCLR a) Secured by first exclusive charge on 2018-2019 Repayable in 20 equal 2,949.77 2,605.76
State Bank of +11.60% movable and immovable fixed assets of the quar terly installments
India p.a. Holding Company’s (commenced from March
unit located at Village Bhuvad,Tehsil Anjar, 2014) of the sanctioned
District Kutch, Gujarat. b) Collateral amount of Rs. 6,500 Lakh.
NOTE - 13 A BORROWINGS (Contd.)
Second charge over the entire current

assets including stocks of raw material and
finished goods, receivables and other current
assets on pari passu basis, with other term
lenders and personal guarantee of Managing
Director of the Holding Company.
Corporate Loan MCLR + a) Secured by an Extension of exclusive 2017-2018 Repayable in 20 equal 10,381.91 9,171.52
IV from State 11.60% p.a. first charge on movable and immovable quar terly installments
Bank of India fixed assets located at Shriganganagar (commenced from June
(Rajasthan), Kota (Rajasthan) and Chennai 2013) of the sanctioned
(Tamil Nadu) and extension of first pari amount of Rs. 30,000 Lakh.
passu charge on movable and immovable
fixed assets located at Haldia (West Bengal),
Mangalore (Karnataka) Patalganga &
Nagpur (Maharashtra), and Mangliya
(Madhya Pradesh) and b) Collateral Second
charge over the entire current assets including
stocks of raw material and finished goods
receivables and other current assets on pari
passu basis, with other term lenders and
personal guarantee of Managing Director
(`
of the Holding Company.

(` in Lakh)
Corporate Loan V MCLR + a) Secured by first exclusive charge/ 2018-19 Repayable in 20 quarterly 19,656.79 17,364.33
from State Bank 11.60% p.a. extension of exclusive charge on movable installments (commenced
of India and immovable fixed assets of the Holding f r o m Ju n e 2 0 1 4 ) o f
Notes
Company’s unit located at Shrigangangar sanctioned amount of Rs.
A 69-70 & C 366-367, RIICO Udyog 30,000 Lakh out of that first
Vihar, Kota RIICO Industrial Area Bundi, four installment shall be of
Chennai Kannigaipuer Village,Talalvali Rs. 1,000 Lakh each, next
Chanda Mangliya village Indore, Mangliya twelve installments shall be
b) Secured by Extension of first pari passu of Rs. 1,500 Lakh each, and
charge on movable and immovable fixed last four installment shall
assets of the Holding Company’s unit be of Rs. 2,000 Lakh each.
located at Haldia , Mangalore Bikampady
Indutrial Area, Patalganga & Nagpur.
Collateral Security : Second charge over
the entire current assets including stocks of

raw material and finished goods, receivables
Holding Company.
Term loan from MCLR Secured by a hypothecation of (a) Wind 2025-26 Repayable in 40 equal 4,173.45 4,800.00
State Bank of +11.60% power receivables of the Holding Company quar terly installments
India p.a. against supply of power from the 22.50 (commenced from June
MW wind power project at Palsodi, Ratlam, 2015) of sanctioned
Madhya Pradesh to MP Power trading amount of Rs.6,000 Lakh

Co. Limited and 2.50 MW Wind power
project at Shinband, Dhule, Maharashtra
to Maharashtra state electricity distribution
Company Limited and (b) The movable
fixed assets of the company relating
and pertaining to the 22.50 MW wind
power project at Palsodi, Ratlam, Madhya
Pradesh and 2.50 MW windpower project
at Shindbad, Dhule, Maharastra.
Term loan from 8.5% p.a First degree mortgage upon the whole 2019-20 Repayable in Installments 1,559.55 1,910.39
(`
Developemnt entire assets and property of the project as mutually ag r red of

Bank of Ethiopia (including all vehicles) with principal sanctioned amount in Birr
147
amounting to ‘ Registration Certificate number EIA- 4,100.70 Lakh
1,559.55/- Lakh
(` in Lakh)
PC-01/3349/09 at Ethiopia
148
Foreign Currency Loans
ECB II in foreign LIBOR 6 Secured by a first charge over the fixed 2016-17 Repayable in 6 semi annual 6,728.79 6,553.57 Notes
c u r r e n c y f r o m months + assets, both present and future, of installments ( commenced
DBS Bank Ltd. 490 bps p.a. manufacturing Refinery unit(s) at Kandla from September, 2014)
(Gujarat). of 13%, 13%, 13%, 13%
24% & 24% of sanctioned
amount of USD 200 Lakh.
ECB III in foreign LIBOR 6 Secured by a first charge over the fixed 2017-18 Repayable in 5 semi annual 17,522.90 16,950.32
c u r r e n c y f r o m months + assets, both present and future, of installments (commenced

DBS Bank Ltd. 570 bps p.a. manufacturing units at Guna (Madhya from March, 2016) of
Pradesh), Daloda (Madhya Pradesh), Baran 16.66%, 20%, 20%, 20%
(Rajasthan), Gadarwara (Madhya Pradesh) & 23.34% of sanctioned
and Refinery unit(s) at Kandla (Gujarat). amount of USD 300 Lakh.
ECB III in foreign LIBOR 3 Secured by first and exclusive charge on 2016-17 Repayable in 18 quarterly 3,486.09 3,364.70
c u r r e n c y f r o m months + movable fixed assets, both present and installments (commenced
Standard Chartered 540 bps p.a. future, of refinery at Kakinada ( Andhra f r o m Ju n e, 2 0 1 2 ) o f
Bank Pradesh). sanctioned amount of USD
158.95 lakh.
Long Term Maturity Of Finance Lease Obligation
Vehicle Loan from 9.51% p.a. Hypothecation of vehicles aquired out of 2018-19 Repayable in 60 equal 12.47 25.49
HDFC Bank the said loan monthly installments
(commenced from July
2013) of the sanctioned
amount of ‘ 81 lakh.
Amortisation of (27.22) (146.53)
The Upfront Fees
As Per Ind AS
Total Non Current 66,444.50 62,767.81
Borrowing
Less : Classified under
Long term debts 57,449.50 36,510.34
classified under
other financial
liabilities [ Refer
(`
Note 17 ( c) ]
(` in Lakh)
Current maturities - 22,495.70
of Long ter m
debts [ Refer Note
Notes
17 ( c)]
Current maturities 12.47 25.49
of finance lease
obligations [ Refer
Note 17 (c) ]
[Refer Note 17 (c) ]
Non-current 1,559.55 -
borrowings as per
balance sheet
BBR- Bank Base Rate
MCLR-Marginal cost of funds based lending Rate

LIBOR-London Interbank Offered Rate
(ii) The Group has not satisfied debt covenants as prescribed in the bank agreements, hence the said borrowings are classified under Other current financial
liabilities under Note 17 c.
F During the year, Group has defaulted in repayment of the loans which remained outstanding, are as follows:
Particulars of Loans Amount of continuing default as Due date for payment
on March 31, 2018 (in Rs))
Amount accrued up to 15th
December, 2017
Corporate Loan IV from State Bank of India 8,999.62 1,382.29 As per recall notice issued dated 7th April, 2017
Corporate Loan V from State Bank of India 17,000.01 371.11 As per recall notice issued dated 7th April, 2017
Term loan from State Bank of India 2,578.66 2,656.78 As per recall notice issued dated 7th April, 2017
Term loan from State Bank of India 3,531.02 642.43 As per recall notice issued dated 7th April, 2017
ECB III in foreign currency from DBS Bank Ltd. 16,023.95 2,074.55 As per recall notice issued dated 23rd September, 2016
ECB II in foreign currency from DBS Bank Ltd. 6,153.20 As per recall notice issued dated 23rd September, 2016
ECB III in foreign currency from Standard Chartered Bank 3,190.27 295.82 As per recall notice issued dated 25th January, 2017
Developemnt Bank of Ethiopia 1,559.55 - As per court order dated 14th December, 2017
Total 59,036.28 7,422.98
(`
149
(` in Lakh)
Notes
NOTE - 13 A BORROWINGS (Contd.) (` in Lakh)

(`
G Deferred Payment Liability is on account of Deferred Sales tax denotes interest free sales tax deferral under Schemes of State
Governments of Andhra Pradesh & Tamil Nadu. The same are repayable in annual and monthly installments beginning from
June 2014 in case of Andhra Pradesh and from August 2015 in case of Tamil Nadu respectively. In respect of chennai location,
sales tax dues are not paid after 15th December 2017 amounting to Rs. 56.87 Lakhs.
H Rights, Preferences and Restrictions attached to shares
(i) 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.
(ii) Reconciliation of number of shares
As at As at
March 31, 2018 March 31, 2017
Preference Shares
Balance at the beginning of the year 2,00,000.00 2,00,000.00
Add:
Shares issued during the year - -
Balance at the end of the year 2,00,000.00 2,00,000.00
Details of shares held by shareholders holding more than 5% Preference shares in the Company:-
Particulars March 31, 2018 % March 31, 2017 %
PREFERENCE SHARES
Ruchi Infrastructure Limited 2,00,000 100 2,00,000 100
I For status of unconfirmed balances refer Note 17a (H).
NOTE - 13b OTHER FINANCIAL LIABILITIES (` in Lakh)

(`
March 31, 2018 March 31, 2017
Other liabilities - 4.36
- 4.36

(`
March 31, 2018 March 31, 2017
Provision for employee benefits
i) Compensated absences 1.04 2.99
1.04 2.99
150
Notes
NOTE - 15 DEFERRED TAX LIABILITIES (NET) (` in Lakh)

(`
March 31, 2018 March 31, 2017
Deferred Tax Liabilities 11.32 44,581.60
11.32 44,581.60
The Group has not recognised the deferred tax asset (net) amounting to ` 2,65,749.21/- Lakh [Previous year ` Nil] arising out of
Provision for doubtful debts & advances, Unabsorbed Depreciation, Brought forward business losses and Other timing differences
and items due to non-existance of profitability of taxable income against which the assets can be realised and the same shall be
reassessed at subsequent Balance Sheet date.
Reconciliation of effective rate of tax
ended ended
March 31, 2018 March 31, 2017
The income tax expenses for the year can be reconciled to the accounting profit as follows:
Applicable Tax Rate 34.61% 34.61%
Computed Tax Expense (2,14,073.33) (60,077.76)
Tax effect of :
Expenses disallowed 2,17,864.42 14,837.56
Additional allowances (4,156.29) (30,060.11)
Current Tax (365.20) (75,300.31)
Current Tax Provision (A) - -
Incremental Deferred Tax Liability on account of Tangible and Intangible Assets (5,780.84) (129.34)
Incremental Deferred Tax Asset on account of Financial Assets and Other timing differences 2,11,972.31 34,069.14
Deferred tax asset not recognised 1,73,205.88 -
Deferred tax Provision (B) (44,547.27) (34,198.48)
Tax Expenses Charge/(Credit) in Statement of Profit and Loss (A+B) (44,547.27) (34,198.48)
Effective Tax Rate 19.70%
The movement in the deferred tax balances is as follows:
Particulars As at March As at March
31, 2018 31, 2017
Deferred Tax Liabilities (1,42,727.56) (1,05,668.03)
Depreciation (1,42,727.56) (1,05,668.03)
Deferred Tax Assets 98,191.61 3,71,417.24
Provision for doubtful debts & advances 75,667.42 2,68,313.05
Brought forward losses - 60,923.42
Unabsorbed Depreciation 10,760.07 10,145.51
Other timing differences 11,764.12 32,035.26
Net Deferred tax Asset/ (Liabilities) (44,535.95) 2,65,749.21
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current
tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. Significant
management judgement is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability
of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income by each
jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.
151
Notes
NOTE - 16 OTHERS NON CURRENT LIABILITIES (` in Lakh)

(`
March 31, 2018 March 31, 2017
(a) Government Grants - Deferred Income [ Refer Note (i) below] 600.64 650.96
(b) Other Liabilities [ Refer Note (ii) below] 486.96 695.34
(c) Share application money pending allotment - 204.47
1,087.60 1,550.77
Note:
(i) Government Grants - Deferred Income
Opening Balance 703.58 440.29
Grants during the year - 300.00
Less: Released to profit and loss [Refer Note 22(C)(iii)] 51.49 36.71
Closing balance 652.09 703.58
Classified under Non-Current Liabilities [Refer Note 16 (a)] 600.64 650.96
Classified under Current Liabilities [Refer Note 18 (c)] 51.44 52.61
(ii) Other liabilities include ` Nil [Previous Year ` 5.87/- Lakh] due to related parties.[Refer Note 40]
NOTE - 17a BORROWINGS (` in Lakh)

(`
March 31, 2018 March 31, 2017
A Loans repayable on demand
i) Secured
From Banks
Working Capital Loans 7,40,818.34 4,47,204.19
From Others
Working Capital Loans 2,000.00 21,285.45
B ii) Unsecured
From Banks / Financial Institutions [Refer Note F below] - 56,634.69
C iii) Intercorporate Deposit 30.00 -
7,42,848.34 5,25,124.33
152
Notes
NOTE - 17a BORROWINGS (Contd.) (` in Lakh)

(`
D Particulars Interest Rate Security Terms of Repayment

Working Capital Loans Export Packing Credit First pari passu charge within Repayable on demand during the
from Consortium Bank Loans and other the Working capital Consortium facility tenure of 12 months.
working capital loans Member banks over the current
(Ranging from 10.15% assets, both present and future,
p.a. to 20.15% p.a.) of the Company and second
pari passu charge within the
Working capital Consortium
M e m b e r b a n k s o ve r t h e
movable and immovable fixed
assets, both present and future.
Personal guarantee of promoter
director/s.
Working Capital Loans At mutually agreed rate Specific charge on current assets Repayable on demand during the
from DBS Bank on each drawdown financed by DBS Bank’s facility. facility tenure of 12 months.
Personal guarantee of promoter
director.
Working Capital Loans At mutually agreed rate Exclusive charge on the current Repayable on demand during the
from Edelweiss Asset on each drawdown assets created by IDFC Bank’s facility tenure of 12 months.
Reconstruction Company facility
Limited (Earlier IDFC
Bank Limited)
Working Capital Loans At mutually agreed rate Specific charge on stocks and Repayable on demand during the
from HDFC Bank on each drawdown book debts for INR 200 Million. facility tenure of 12 months.
Personal Guarantee of Mr.
Dinesh Shahra
Working Capital Loans At mutually agreed rate Specific charge on stocks and Repayable on demand during the
from Standard Chartered on each drawdown book debts. Personal Guarantee facility tenure of 12 months.
Bank of Mr. Dinesh Shahra
E During the year, the Group has defaulted in repayment of the loan which remain outstanding are as follows:
Particulars of Loans Amount of continuing default as Due date for payment
on March 31, 2018 ((`` In Lakhs)
Amount accrued
Export Packing Credit / Cash Credit 1,85,570.22 14,279.47 September 16, 2016 to December 15, 2017
Inland Letter of Credit 58,947.31 4,056.61 October 25, 2016 to December 15, 2017
Foreign Bill Discounting 11,687.52 646.26 August 2, 2016 to December 15, 2017
Buyers Credit 1,13,105.29 9,492.79 August 4, 2016 to December 15, 2017
Foreign Letter of Credit 3,37,894.97 33,483.15 September 6, 2016 to December 15, 2017
Short Term Loan 15,501.51 2,344.01 May 7, 2016 to December 15, 2017
Total 7,22,706.82 64,302.29
F The Holding Company has availed buyer’s credit of ` Nil [Previous Year ` 56,634.69/- Lakh] and is guaranteed by the banks
against fixed deposits of ` Nil [Previous Year Nil] placed with them and earmarking against non fund based limit of ` Nil
[Previous Year ` 56,634.69/- Lakh].
G The working capital loans includes Bills discounted from bank amounting to ` NIl [Previous Year ` 606.61/- Lakh ]
H Confirmations from banks in respect of bank balances aggregating to credit balances of ` 2,29,660.72/- Lakh [Previous Year
` 61,421.93/- Lakh ] have not been received from the banks in response to the requests sent. The Group has, however requsted
for the confirmations and followed up with the banks. The account balances and the interest and other charges have been
accounted on the basis of informations available with the Group.
153
Notes
NOTE - 17a BORROWINGS (Contd.) (` in Lakh)

(`
I In case of one of the subsidiary Company working capital loan(s) from banks are secured by Pari passu charge in favour of
Axis Trustee Services Ltd., acting for and on behalf of multiple lender banks, by way of mortgage on all present and future
book debts, outstanding moneys receivable, claims, bills and stock in trade consisting of raw materials, semi finished goods,
goods in process, finished goods etc, and property at village Marol Maroshi, Taluka Andheri, Mumbai, Maharastra and corporate
guarantee of holding company to the extent of 52.48% of credit limits.
J In case of one of the subsidiary Company loan amounting `1,092.37/- lakh included in working capital loan due to Federal Bank
has been assigned by the Bank to Phoenix Asset Reconstruction company (PARC), Mumbai with effect from March 31, 2017.
K (i) In case of one of the subsidiary Company overdraft from Bank represents LC overdue(including interest) from Standard
Chartered Bank `20,123.91/- lakh from august 2016 [Previous Year `8,395.28/- lakh].
(ii) In case of one of the subsidiary Company it is secured by pari passu charge by way of mortgage on all present and future
book debts and stock in trade.
NOTE - 17b TRADE PAYABLES (` in Lakh)

(`
March 31, 2018 March 31, 2017
- Due to Micro, Small and Medium Enterprises [Refer Note (i) below] 827.19 678.81
- Due to R
Related parties [Refer Note 40] 19,030.06 16,761.20
- Due to others [Refer Note (ii) below] 2,34,588.60 4,71,267.33
2,54,445.85 4,88,707.34
Note:
(i) The Company has identified (based on information available) certain suppliers as those registered under Micro, Small and
Medium Enterprises Development Act, 2006 (‘MSMED Act’). The disclosures pursuant to the MSMED Act are as follows:
As at
March 31, 2018 March 31, 2017
Principal amount due to suppliers registered under the MSMED Act and remaining unpaid 622.46 506.08
as at year end
Interest due to suppliers registered under the MSMED Act and remaining unpaid as at year end 204.73 172.73
Principal amounts paid to suppliers registered under the MSMED Act, beyond the appointed 3,013.33 3,154.08
day during the year
Interest paid, under Section 16 of MSMED Act, to suppliers registered under the MSMED - -
Act, beyond the appointed day during the year
Interest paid, other than under Section 16 of MSMED Act,to suppliers registered under the - -
MSMED Act, beyond the appointed day during the year
Interest due and payable towards suppliers registered under the MSMED Act, for payments 190.59 169.75
already made
Interest remaining due and payable for earlier years 172.73 119.38
Amount of Interest due and payable for the period (where the principal has been paid but 17.86 50.37
interest under the MSMED Act, 2006 not paid)
(ii) Due to others includes Bills Payable amounting to ` 1,427.10/- Lakh [Previous Year ` 53,978.68/- Lakh]. [Secured against first
pari passu charge on current assets of the Holding Company, second pari passu charge on movable and immovable fixed assets
and personal guarantee of promoter director/(s) among working capital consortium member banks].
(iii) T
Trade Payables include ` 87,829.78/- Lakh on account of Bills of Exchange drawn by the suppliers on the Holding Company
(for the goods supplied to Holding Company) and discounted by the suppliers with their bankers on without recourse basis.
154
Notes
NOTE - 17c OTHER FINANCIAL LIABILITIES (` in Lakh)

(`
Term Loans from Banks [Refer Note 13a E(i) & (ii)]
March 31, 2018 March 31, 2017
Secured
- Rupee Loans
R 32,088.20 19,329.77
Current maturities of long-term debt
- From Banks - 22,495.70
- From State Government [Refer Note 13 C] 296.62 151.09
Current Maturities of finance lease obligations 12.47 25.49
Derivative Liablity
Unclaimed Dividends [Refer note (i) below] 24.47 31.98
Agency & Other Deposits 1,122.77 1,078.74
Customers’ Advances [ Refer Note (ii) below] 94,254.73 1,07,554.27
Unamortised Guarantee commission - 139.30
Earnest Money deposit received for CIR Process 6,575.19 -
Creditors for capital expenditure 95.80 89.97
Other financial liabilities [Refer note (iii) below] 5,428.29 1,690.84
2,46,592.54 1,85,822.39
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) As the Holding Company has not been able to make the scheduled Exports as per the agreement, these customer advances are
now repayable and hence are classified as financial liability. Debit balance of one of the customer amounting to ` 15,859.06/-
Lakh against export is net off against the same.
(iii) Other financial liabilities include ` 23.85/- Lakh [Previous Year ` 125.70/- Lakh] due to Related parties. [Refer Note 40]
NOTE - 18 OTHER CURRENT LIABILITIES (` in Lakh)

(`
March 31, 2018 March 31, 2017
(a) Customers’ Advances 3,532.17 7,881.97
(b) Other liabilities (Including Statutory Dues Payable) [Refer Note (i) below] 9,619.53 8,222.22
(c) Government Grant - Deferred Income [Refer Note 22(C)(iii) and 16 (a)] 51.44 52.62
13,203.14 16,156.81
Note:
(i) Other liabilities include ` 0.07/- Lakh [Previous Year ` 10.84/- Lakh] due to related parties. [Refer Note 40]
155
Notes

(`
March 31, 2018 March 31, 2017
i) Provision for Compensated absences 756.41 851.32
ii) Provision for Others 2.00 -
758.41 851.32
The Group contributes to the following post-employment defined benefit plans in India.
A Defined Contribution Plans:
The Group has certain defined contribution plans. Contributions are made to provident fund in India for employees at the specified
rate as per regulations. The contributions are made to registered provident fund administered by the Government of India. The
obligation of the Group is limited to the amount contributed and the Group has no further contractual, or any constructive
obligation. The Group has recognised ` 687.85/- Lakh [Previous Year ` 785.47/- Lakh] towards contribution to Provident Fund
and ` 124.33/- Lakh [Previous Year ` 67.65/-Lakh] towards Employee State Insurance in Profit and Loss account.
B Defined Benefit Plan:
a) Gratuity
The Group provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in
continous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination/
resignation is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for
the number completed years of service. The gratuity plan is a funded plan and Group makes annual contributions to the
Group Gratuity cum Life Assurance Schemes administered by the LIC of India, a funded defined benefit plan for qualifying
employees.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were
carried out as at March 31, 2018. The present value of the defined benefit obligations and the related current service cost
and past service cost, were measured using the Projected Unit Credit Method.
b) Leave
Lea Obligations
The leave obligations cover the Group’s liability for casual, sick & earned leave. The amount of the provision is presented
as current, since the Group does not have an unconditional right to defer settlement for any of these obligations. However,
based on past experience, the Group does not expect all employees to take the full amount of accrued leave or require
payment within the next 12 months.
Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the
amounts recognised in the Group’s financial statements as at balance sheet date:
(` in Lakh)
(`
Defined benefit obligation 2,132.18 813.57 2,120.18 913.22
Fair value of plan assets 2,416.25 56.12 2,242.40 58.91
Net defined benefit (obligation)/assets 284.07 (757.45) 122.22 (854.31)
Non-current - (1.04) - (2.99)
Current [Refer Note 9b & 19 (i) and (ii)] 284.07 (756.41) 122.22 (851.32)
156
Notes

(`
c. Movement in net defined benefit (asset) liability

The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset)
liability and its components
March 31, 2018 March 31, 2017
Defined benefit obligations
Opening balance 2,120.18 913.22 2,218.38 1,016.29
Included in profit or loss - - - -
Interest cost (income) 153.88 66.27 174.32 79.55
2,538.73 1,115.91 2,609.48 1,266.63
Included in OCI
Remeasurement loss (gain):
Actuarial loss (gain) due to :
Demographic assumptions 13.01 (2.56) (31.77) 33.60
Financial assumptions (104.39) (38.26) 103.24 29.95
Experience adjustment 43.55 (250.97) (153.66) (410.79)
2,490.90 824.12 2,527.29 919.39
Other
Contributions paid by the employer - (2.49) - -
Benefits paid (358.74) (8.05) (407.11) (6.18)
Closing balance 2,132.16 813.58 2,120.18 913.21
Fair value of plan asset
Opening balance 2,242.40 58.90 1,968.85 53.80
Included in profit or loss - - -
Interest income 162.75 4.28 154.71 4.23
2,405.15 63.18 2,123.56 58.03
Included in OCI
Remeasurement gain (loss):
Actuarial gain (loss) due to :
Demographic assumptions - - - -
Financial assumptions - - - -
Experience adjustment 4.95 0.09 (0.21) 0.35
Return on plan assets excluding interest income 0.19 - - -
2,410.29 63.27 2,123.35 58.38
Other
Contributions paid by the employer 365.09 0.91 526.16 6.71
Benefits paid (358.74) (8.05) (407.11) (6.18)
Closing balance 2,416.64 56.13 2,242.40 58.91
Represented by
Net defined benefit asset 284.48 - 122.22 -
Net defined benefit liability - (757.45) - (854.30)
284.48 (757.45) 122.22 (854.30)
157
Notes

(`
March 31, 2018 March 31, 2017

Expense recognised in Statement of Profit
and Loss
Net Interest cost (8.86) 61.68 19.61 75.33
Actuarial (gain)/loss on obligation for the period - (290.58) - (347.59)
Expense recognised in Statement of Profit 255.81 (92.90) 236.39 (101.47)
and Loss
Expense recognised in Other Comprehensive
Income (OCI)
Actuarial (gain)/loss on obligation for the period (47.83) - (82.19) -
Return on plan assets excluding interest income (4.95) - 0.21 -
Net (Income)/ Expense for the period (52.78) - (81.98) -
recognized in OCI [Refer Note 33 A (I) (i)]
C. Plan assets
Plan assets comprise the following Gratuity Leave Gratuity Leave
Investment in LIC India
Insurer managed fund (100%) 2,416.64 56.13 2,242.40 58.91
2,416.64 56.13 2,242.40 58.91
D. Defined benefit obligations
i. Actuarial assumptions
The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).
Discount rate 7.88% 7.26%
Salary escalation rate 6.00% 6.00%
Rate of return on plan assets 7.88% 7.26%
Retirement Age 58 Years & 60 Years 58 Years & 60 Years
Attrition Rate For service 4 yrs.& below 17.76% p.a. & For service 4 years & below 27.56% p.a. &
For service 5 yrs and above 2% p.a. For service 5 yrs and above 2% p.a.
Mortality Rate Indian Assured Lives Mortality (2006-08) Indian Assured Lives Mortality (2006-08)
Ultimate
158
Notes

(`
ii. Sensitivity
Sensiti analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions
constant, would have affected the defined benefit obligation by the amounts shown below.
March 31, 2018 March 31, 2017
Discount rate (1% movement) (151.01) 172.91 (167.29) 192.81
Future salary growth (1% movement) 163.85 (146.00) 193.32 (170.64)
Employee Turnover (1% movement) 26.30 (29.20) 16.01 (18.08)
Average Expected Life 12 Years 12 Years 12 Years 12 Years
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide
an approximation of the sensitivity of the assumptions shown.
iii. Expected Contibutions in next year
March 31, 2018 March 31, 2017
` `
Gratuity - 47.39
Provident Fund 590.43 741.90
NOTE - 20 CURRENT TAX LIABILITIES (NET) (` in Lakh)

(`
March 31, 2018 March 31, 2017
Taxation (Net) 0.02 60.11
0.02 60.11
NOTE - 21 LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS CLASSIFIED AS HELD FOR SALE (` in Lakh)
(`
March 31, 2018 March 31, 2017
Other Current Liabilities (Refer Note 10) 173.00 173.00
173.00 173.00
NOTE - 22 REVENUE FROM OPERATIONS (` in Lakh)

(`

March 31, 2018 March 31, 2017
A Sales of products (including excise duty) 1,192,173.21 1,906,128.85
B Sale of Services
Processing charges received 2,649.83 1,185.97
C Other Operating revenue
(i) Export Incentive 2,949.13 3,893.14
(ii) Vat/CST/Entry tax- Refund /Remission 308.70 1,215.02
(iii) Government grants [ Refer Note 16(i)] 51.49 36.71
(iv) Income from Power generation [Including Carbon Credits VER/ 4,288.43 4,781.65
CERs amounting to ` 7.40/-Lakh [Previous Year ` 15.08/- Lakh ]
(v) Other operating income
- Contract Settlement-Purchase & Sales (net) 284.28 47.51
1,202,705.07 1,917,288.85
159
Notes
NOTE - 23 OTHER INCOME (` in Lakh)

(`
For the year ended For the year ended

March 31, 2018 March 31, 2017
A Interest Income (under the effective interest method)
- On Fixed Deposits 370.19 597.35
- Unwinding of Extended Credit Period - 1,998.76
- Others 51.42 786.62
B Dividend Income:
- From Other than Subsidaries, associates and Joint Ventures entities 4.42 -
C Net Gain on sale of:-
-Current investments - -
D Net Gain on Sale/Discard of Fixed Assets 13.93 7.43
E Lease Rental income 55.85 14.01
F Other Non-Operating Income
- Liabilities no longer required written back 1,678.52 59.02
- Reversal of provision of Doubtful Debt - 4,706.81
- Sales Tax and customs Refund 9.90 2.25
- Guarantee Commision 139.30 -
- Other Receipts 1,354.80 2,131.81
G Fair value adjustments for Investments (net) 10.36 455.83
3,688.69 10,759.89
NOTE - 24 COST OF MATERIALS CONSUMED (` in Lakh)

(`

March 31, 2018 March 31, 2017
a) Raw Material 870,665.46 986,723.13
b) Packing Material 46,151.60 49,081.15
916,817.06 1,035,804.28
NOTE - 25 PURCHASES OF STOCK-IN-TRADE (` in Lakh)

(`
March 31, 2018 March 31, 2017
Purchases of Stock-in-Trade 151,860.92 639,104.92
NOTE - 26 CHANGES IN INVENTORIES OF FINISHED GOODS,

WORK-IN-PROGRESS AND STOCK IN TRADE (` in Lakh)
(`
March 31, 2018 March 31, 2017
Finished goods
Opening Stock 55,050.00 89,534.01
Closing Stock 61,486.86 55,050.00
(6,436.86) 34,484.01
Work-in-progress
Opening Stock 478.43 1,042.39
Closing Stock 485.58 478.43
(7.15) 563.96
Traded goods
Opening Stock 7,258.28 5,878.13
Closing Stock 250.75 1,103.25
7,007.53 4,774.86
563.52 39,822.83
160
Notes
NOTE - 27 EMPLOYEE BENEFITS EXPENSE (` in Lakh)

(`

March 31, 2018 March 31, 2017
Salary, Wages and Bonus 14,362.52 17,399.64
Contribution to Provident and Other Funds 829.04 895.68
Gratuity [ Refer Note 9(b)] 271.08 252.24
Leave Compensation Absences [ Refer Note 19(i)] 158.25 222.30
Employee Stock Option Scheme (ESOP) [ Refer Note 12 N(ii)] (70.72) 11.48
Staff Welfare expenses 444.07 539.25
15,994.24 19,320.59
NOTE - 28 FINANCE COSTS (` in Lakh)

(`
March 31, 2018 March 31, 2017
Interest Expense 91,320.50 88,970.56
Other borrowing costs 5,717.11 7,088.32
97,037.61 96,058.88
NOTE - 29 DEPRECIATION, AMORTISATION AND IMPAIRMENT EXPENSE (`

(` in Lakh)

March 31, 2018 March 31, 2017
Depreciation on Plant, property and Equipment 14,209.10 15,784.72
Amortisation on Intangible assets 70.36 102.68
14,279.46 15,887.40
NOTE - 30 PROVISION FOR DOUBTFUL DEBTS, ADVANCES AND

BAD DEBTS WRITTEN OFF (` in Lakh)
(`

March 31, 2018 March 31, 2017
Provision for Doubtful Debts 473,556.11 122,894.17
Provision for Advances 45,978.99 2,422.05
Bad debts written off - 6,223.85
519,535.10 131,540.07
Note:
(a) As per Ind AS -109 on Financial Instruments the Group has applied Expected credit loss model for determining the provision
for trade receivable based on the weighted average of credit losses with respective risks of defaults occurring as weights. Futher,
the Group has also assesed recoverability of trade receivables and made additional provision towards doubtful debts.
(b) Excludes ` Nil [Previous Year ` 16,074.41/- Lakh] on account of Provision/( Reversal of provision) for doubtful debts and
doubtful advances (net of deferred tax) and Excludes ` Nil [Previous Year ` Nil ] on account of Bad debts and advances
written off (net of current tax) debited to Business Development Reserve.[Refer Note 12 E].
161
Notes
NOTE - 31 OTHER EXPENSES (` in Lakh)

(`
March 31, 2018 March 31, 2017
Manufacturing Expenses
Manufacturing expenses 7,650.32 8,313.24
Consumables 6,715.50 6,478.30
Consumption of Stores & Spares parts 3,287.98 4,124.90
Power & Fuel (net of recoveries) 17,381.18 14,658.94
Lease R
Rental expenses (net of recoveries) 5,487.62 10,663.74
Repairs and Maintainence
R
– Plant & Machinery 1,809.10 1,878.63
– Buildings 171.15 169.38
– Others 613.20 581.21
43,116.05 46,868.34
Selling and distribution expenses
Freight & forwarding (net of recoveries) 34,329.68 37,329.12
Export expenses 2,231.33 2,059.77
Advertisement & sales promotion [Refer Note II below] 2,578.85 1,318.18
39,139.86 40,707.07
Establishment and Other expenses
Rates & Taxes 992.16 5,663.67
Insurance (net of recoveries) 1,138.97 1,258.86
Payment to Auditors [Refer Note I below] 103.39 135.25
Donations 11.57 37.49
Provision for loss in Limited Liability Partnership 0.24 18.31
Loss on Sale/Discard of Fixed Assets (Net) 103.15 -
Loss on foreign currency transaction/translation (Net) 537.72 3,837.32
Impairment in value of Investment 6,470.93 3,788.26
Contract Settlement-Purchase & Sales (Net) - 7,334.83
Commission & rebate 3,536.38 3,858.61
Travelling & conveyance
T 1,356.44 1,599.56
Bank Commission & charges 107.30 1,127.79
Net (gain)/ loss on Derirative Contracts - (865.09)
Other expenses (Net of recoveries) 12,257.72 12,062.70
26,615.97 39,857.56
108,871.88 127,432.97
162
Notes
Note:
(I) Payment to Auditors:-
(i) Remuneration to the Statutory auditors
(a) As Auditors
-For Statuory Audit 53.59 51.75
-For Taxation Matters 11.24 11.50
-For Other Matters (Including for certification) 18.48 46.47
(b) Travelling and other out of pocket expenses
T 3.58 4.95
(ii) Remuneration to Branch Auditors
(a) As Branch auditors
-For Branch Audit 6.74 7.43
(b) Travelling and other out of pocket expenses
T 5.67 1.54
(iii) Remuneration to Cost Auditors 4.40 5.06
(II) Excludes ` 60.67/- Lakh [ Previous Year ` 3,190.36/- Lakh] net of current tax thereon debited to Business Development
Reserve.[Refer Note 12 E]

(`

March 31, 2018 March 31, 2017
a) On Account of Divestment in Joint Venture - 4,490.40
b) claim & settlement in earlier years against settlement of sales contract - (1,162.21)
- 3,328.19

(`

March 31, 2018 March 31, 2017
(A) Other Comprehensive Income
I Item that will not be reclassified to profit or loss
(i) RRemeasurement of the defined benefit plans [Refer Note 12K] 52.58 81.97
(ii) Equity Instruments through Other Comprehensive Income 50.54 (730.19)
[Refer Note 12 J]
[R
103.12 (648.22)
Income tax relating to items that will not be reclassified to (28.26)
profit or loss
103.12 (676.48)
(B) Hedge Reserve
II Item that will be reclassified to profit or loss
(i) Fair Value Changes in hedge reserve [Refer Note 12 G] - 200.30
- 200.30
(C) Exchange differences in translating the financials statements of
foreign operations
(i) Exchange differences in translating the financials statements 739.43 389.68
of foreign operations
739.43 389.68
163
Notes
NOTE - 34 CONTINGENT LIABILITIES AND COMMITMENTS (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
A Contingent liabilities
a) Claims against the Group not acknowledged as debts 2,578.57 1,679.84
(to the extent quantified)
b) Guarantees
(i) Outstanding bank Guarantees 2,985.57 3,666.60
(ii) Outstanding corporate gurantees given on behalf of
– Indian Subsidiary (Share in sanctioned amount ` 41,984.00/- Lakh - 38,968.80
[Previous Year ` 61,065.73/- Lakh])
– Indian Associate (Sanctioned amount ` 9,600.00/- Lakh 4,572.00 5,346.00
[Previous Year ` 9,600.00/- Lakh ])
c) Other Money ffor which Company is Contingently liable
(i) Disputed Demand:
1 Excise Duty 8,915.49 8,336.12
2 Service Tax 1,491.62 1,219.95
3 Customs Duty 19,086.97 19,255.46
4 Income tax 1,992.88 25,371.82
5 Other Acts 349.78 349.78
6 Sales Tax [Refer Note below (ii)] 80,250.52 47,642.72
(ii) In case of Holding Company, Deputy State Tax Commissioner Corporate, Rajkot, Gujarat, during inspection under
Gujarat Value Added Tax Act-2003 alleged that dealers from whom purchases were made by the Holding Company
during FY 2013-2014 to 2017-2018 have not paid tax to government treasury and due to that input credit claimed
by the Holding Company is not eligible. It is also alleged that the Holding Company has not done transactions on
market price. Therefore, provisional demand of ` 16,207.77/- Lakhs of Tax and ` 24,311.66/-Lakhs of penalty
aggregating to ` 40,519.43/- Lakhs have been made against the Holding Company and impounded Holding
Company’s plants at Kandla which include Refinery, Oleochem and Guargum Division. The Holding Company
has made submissions and following up the matter with the appropriate authorities. The Holding Company, based
on merits of the case, does not expect material liability on this account hence no provision has been made in the
books of accounts for the year ended 31st March 2018.
(iii) During an earlier year, the Holding Company had received claims amounting to US$ 662,67,857.31 ( to the extent
quantified) from two overseas entities (claimants) in respect of performance guarantees purportedly given by the
Holding 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 Holding Company denies giving the guarantees and has disputed the
claims and is has taken appropriate legal actions and making suitable representations in the matter. The Holding
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.
(iv) In relation to trading in Castor seed contracts on National commodity and Derivative Exchange limited ( NCDEX),
pending investigation by Security Exchange Board of India [ SEBI] amount of liability, if any, can not be assertained
at this stage.
(v) 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 Holding 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 28.06.2016 and director general of competition commission has
passed the order citing that there was no contravention of the said sections and agrived by the same the other party
filed the writ pettion in high court in delhi. The final order of the High Court is awaited. Pending receipt of the
order, liability, if any, that may arise in this regard cannot be ascertained at this stage.
164
Notes
NOTE - 34 CONTINGENT LIABILITIES AND COMMITMENTS (Contd.) (` in Lakh)

(`
As at As at
March 31, 2018 March 31, 2017
(vi) EPCG Licences benefit in event of default of Export Obligation 16.21 106.95
B Commitments
a) Estimated amount of contracts remaining to be executed on capital account
and not provided for (net of advances) 290.40 155.36
b) Other Commitments
i) Export Obligations in relation to EPCG Benefits 138.19 961.12
NOTE - 35
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 ` 2,836.52/- Lakh to the said Holding 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 Holding Company has received
refund of `2,276.43/- Lakh till March 31, 2018. The Holding Company expects to recover the balance amount of ` 560.09/- Lakh
fully. Accordingly, no provision is considered necessary in this regards.
NOTE - 36
The Group has incurred losses, its liabilities exceeded total assets and its net worth has been fully eroded as at 31st March 2018. In
view of the continuing default in payment of dues, certain lenders have sent notices/letters recalling their loans given and called upon
the Holding Company and Subsidaries to pay entire dues and other liabilities, receipt of invocation notices of corporate guarantees
given by the Holding Company, while also invoking the personal guarantee of Promoter Directors. Certain lenders have also issued
wilful defaulter notices and filed petition for winding up of the Holding Company.
As mentioned Note 1, the honorable NCLT has admitted a petition to initiate insolvency proceeding against the Holding Company
under the Code. As per the Code, it is required that the Holding Company be managed as a going concern during the CIRP. Further,
under the CIRP, a resolution plan needs to be presented to and approved by the CoC of the Holding Company, post which it will
need to be approved by the NCLT to keep the Holding Company as a going concern.Currently, the RP is in process of evaluating
the resolution plans received from potential resolution applicants.
The future prospects of the Holding Company would be determined on the completion of CIRP. Hence, in view of the above facts
and continuing operations of the Holding Company, the financial statement have been prepared on a going concern basis.
NOTE - 37
The Holding Company holds 51% in RJPL, with balance shareholding with J-Oil Mills Inc, Japan (J-Oil) 26% and Toyota Tsusho
Corporation, Japan (TTC) 23%. According to Joint Venture Agreement and share subscription agreement, Board of Directors
(BOD) of RJPL exercises power over relevant activities. The BOD comprises of 5 directors of which 3 are from RSIL, 1 each from
J-Oil and TTC. Further, the decisions in the Board meeting and shareholders meeting are taken by simple majority except for Board
Reserved Matters and Shareholders Reserved Matters where affirmative vote of each partner is required.Considering the fact that
decisions that require affirmative vote of each of the partner are participative and substantive in nature as the thresholds for joint
approval of contracts is low and the fact that if shareholders are unable to approve the annual plan, it would run on auto mode,
Company does not have unilateral control over RJPL hence the Company has considered investment in RJPL as a joint venture and
accordingly in Consolidated Financial Statements equity accounting is done.
One of the Step-down subsidiary, Ruchi Agri PLC incororated in ethopia against whom the NCLT procedure has also been initiated
on 14th December, 2017.
NOTE - 38
The Group has availed the exemption available under Para D13AA of Ind AS - 101 of “First time adoption of Indian Accounting
Standards”. Accordingly, exchange gains and losses on foregin currency borrowings taken prior to April 1, 2016 which are related
to the acquisition or construction of qualifying assets are adjusted in the carrying cost of such asset.
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.
165
Notes
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.
Accordingly, during the year the Company;
(a) has adjusted exchange (loss) of ((`` 257.01/-Lakh) [Previous Year ((`` 515.34/- Lakh)] in respect of long term foreign currency
monetary items relating to acquisition of depreciable fixed assets to the cost of fixed assets [ Refer Note 3a(i)(a)] 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 ((`` Nil ) [Previous Year ((`` 125.82/- Lakh)] being the unamortised portion in Foreign Currency Monetary Item
Translation difference Account [Refer Note 12 H ].
NOTE - 39 SEGMENT REPORTING (` in Lakh)

(`
A. General Inf
Information
(a) Factors used to identify the Group’s reportable segments, including the basis of organisation
Based on the criterion as mentioned in Ind-As-108-”Operating Segment”, the Group has identified its reportable segments,
as follows:
• Segment-1, Seed Extractions
• Segment-2, Vanaspati
• Segment-3, Oils
• Segment-4, Food Products
• Segment-5, Wind Power Generation
• Segment-6, Others
Unallocable - All the segments other than segments identified above are collectively included in this segment. The Chief
Operating Decision Maker (“CODM”) evaluates the Group’s performance and allocates resources based on an analysis of
various performance indicators by operating segments. The CODM reviews revenue and gross profit as the performance
indicator for all of the operating segments.
(b) Following are reportable segments
Reportable segment Description
Seed Extractions Various types of seed extractions
V
V
Vanaspati Vanaspati, Bakery fats and Table spread
V
Oils Crude oils, refined oils
Food Products Textured Soya protein and Soya flour
T
Wind Power Generation Electricity Generation from Wind Mills
(c) Other Segement
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, Castor Seed and Cotton seed oil cake.
By products related to each segment have been included under the respective segment.
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.
166
Notes
NOTE - 39 SEGMENT REPORTING (Contd.) (` in Lakh)

(`
B.1. Inf
Information about reportable segments- Financial Year 2017-2018
Particulars Seed Vanaspati Oils Food Wind Others Unallocated Total
Extractions Products Turbine
Power
Generation
SEGMENT REVENUE
External Revenue 2,10,626.48 74,664.44 10,17,891.47 50,635.20 5,686.67 38,691.82 - 13,98,196.08
Intersegment Sales 1,23,964.29 - 70,128.48 - 1,398.24 - - 1,95,491.01
Total Segment Revenue 86,662.19 74,664.44 9,47,762.99 50,635.20 4,288.43 38,691.82 - 12,02,705.07
Segment Profit/(Loss) (35.32) 290.03 12,276.66 1,117.40 2,513.26 (12,110.45) - 4,051.58
before interest and taxes
Add: Unallocable Income - - - - - - (6,044.90) (6,044.90)
net of Unallocable Expenses
Less: Interest/Finance cost - - - - - - 97,037.61 97,037.61
Less: Provision for Doubtful - - - - - - 5,19,535.10 5,19,535.10
Debts, Advances and Bad
Debts written off
Tax Expenses credited (43,739.06) (43,739.06)
to profit and loss
Other Information
SEGMENT ASSETS 74,190.24 23,672.76 1,79,013.52 12,957.43 40,308.86 27,769.90 4,15,240.76 7,73,153.47
SEGMENT LIABILITIES 8,871.79 14.78 3,31,160.27 400.41 - 813.11 9,25,196.13 12,66,456.49
CAPITAL EXPENDITURE 55.23 16.66 354.80 8.84 - 333.74 369.34 1,138.61
DEPRECIATION / 3,558.69 1,164.98 6,498.24 564.98 1,866.71 625.86 14,279.46
AMORTISATION
NON CASH EXPENSES - - - - - - 5,26,006.03 5,26,006.03
B.2. Information about reportable segments-Financial Year 2016-2017 (` In Lakh)

(`
Power
Generation
SEGMENT REVENUE
External Revenue 2,57,389.68 73,990.43 14,91,561.26 56,333.33 6,152.33 2,29,805.27 - 21,15,232.30
Intersegment Sales 1,28,993.66 - 67,579.10 - 1,370.69 - - 1,97,943.45
Total Segment Revenue 1,28,396.02 73,990.43 14,23,982.16 56,333.33 4,781.64 2,29,805.27 - 19,17,288.85
Segment Profit/(Loss) (1,629.00) 279.41 29,001.80 2,520.56 3,125.64 17,782.88 - 51,081.29
before interest and taxes
Add: Unallocable Income - - - - - - (405.53) (405.53)
net of Unallocable Expenses
Add: Exceptional Items - - - - - - 3,328.19 3,328.19
Less: Provision for Doubtful - - - - - - 1,31,540.07 1,31,540.07
Debts,Advances and Bad
Debts written off
Tax Expenses credited to (37,417.03) (37,417.03)
profit and loss
167
Notes

Power
Generation
Other Information
SEGMENT ASSETS 1,79,999.77 29,228.84 5,01,387.88 17,495.53 40,679.21 1,80,578.01 4,02,958.16 13,52,327.40
CAPITAL EXPENDITURE 1,015.06 34.67 1,009.62 110.77 - - (320.21) 1,849.91
DEPRECIATION / 4,094.20 1,281.66 6,990.77 590.74 1,854.06 1,075.97 15,887.40
AMORTISATION
NON CASH EXPENSES - - - - - - 1,35,328.33 1,35,328.33
C. Revenue from Operation/Non current assets: (` In Lakh)
(`
ended March ended March
31, 2018 31, 2017
I Revenue
Within India 11,08,475.82 17,63,522.65
Outside India 94,229.25 1,53,766.20
Total Revenue 12,02,705.07 19,17,288.85
March 31, 2018 March 31, 2017
II Non-Current Assets*
Within India 5,46,206.59 5,61,738.44
Outside India - -
* Non-current assets other than financial assets and Income Tax.
NOTE - 40 RELATED PARTY RELATIONSHIPS, TRANSACTIONS AND BALANCES

As per Ind AS-24, the disclosure of transactions with related parties are given below :
(A) List of related parties where control exists with whom transactions have taken place and relationships.
(i) Person or a close members has control or joint control, significant influence on the reporting entity or is member
of KMP in reporting entity
(a) Name of persons/KMP Relation
Mr. Dinesh Shahra Managing Director and person ha
having signifocant influence
Mr. V. K. Jain Whole-time Director
Mr.Ramjilal Gupta Company Secretary
Mr. V. Suresh Kumar upto 03.09.2016 Chief Financial Officer
Mr. Anil Singhal w.e.f. 13.09.2016 Chief Financial Officer
Mr. Navin Khandelwal Independent Director
Mr. Prabhu Lal Dwivedi upto 28.04.2017 Independent Director
Mr. N. Murugan upto 28.03.2018 Independent Director
Mrs. Meera Dinesh Rajda Independent Director
(b) Name of the close members Relation
Mr. Kailash Shahra Brother of Managing Director
Ms. Amrita Shahra Daughter of Managing Director
Mr. Sarvesh Shahra Son of Managing Director
Mr. Suresh Shahra Brother of Managing Director
Mrs. Abha Devi Shahra Wife of Managing Director
168
Notes
Mr. Ankesh Shahra Son of Managing Director

Ms. Amisha Shahra Daughter of Managing Director
Mrs. Vidhyadevi Khandelwal Sister of Managing Director
(ii) (a) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member
of a group of which the other entity is a member)
Ruchi Hi-rich Seeds Pvt Ltd Associate
Ruchi J-Oil Private Limited
R Joint Venture
GHI Energy Private Limited Associate
Indian Oil R
Ruchi Biofuels LLP Partner
Ruchi Kagome Foods India Pvt. Ltd (upto 12.05.2016)
R Associate
RSIL Beneficiary Trust T
Trust
(iii) The entity is controlled or jointly controlled by a person identified in (i)
Name of persons/entities
Shahra Brothers Private Limited
Mahadeo Shahra & Sons
High T
Tech Realty Pvt. Ltd.
Disha Foundation Trust
Mahakosh Holdings Pvt. Ltd.
Shahra Estate Pri
Private Limited
Ruchi Biofuels Pvt. Ltd.
R
Dinesh Shahra HUF
Kailash Shahra HUF
Suresh Shahra HUF
Santosh Shahra HUF
Ruchi Infrastructure Limited (upto 08.04.2016)
R
Mahadeo Shahra Sukrat T Trust
(` In Lakh)
(`
S. No Particulars 2017-18 2016-17
1 Payment to Key Managerial Personnel/Relative
Mr. V. K. Jain 51.67 44.85
Mr.V.Suresh Kumar - 41.60
2 Sitting Fee Expenses
Mr. Kailash Shahra - 0.25
Mr. Navin Khandelwal 1.05 0.80
Mr. Prabhu Lal Dwivedi 0.35 1.10
Mrs. Meera Dinesh Rajda 0.55 0.10
3 Rent Expenses
Mrs. Abhadevi Shahra - 4.50
169
Notes

Mr. Ankesh Shahra - 0.53
Disha Foundation (Trust) 218.83 157.85
Dinesh Shahra HUF - 0.08
Santosh Shahra HUF 3.39 3.43
4 Fees Expenses
5 Revenue from Operations
6 Reimbursement of Expenses Received (Net)
Ruchi J-Oil Private Limited 69.20 124.52
GHI Energy Private Ltd. - 55.20
7 Purchase of Goods
Ruchi Bio Fuels Private Limited - 1,136.97
8 Processing Charges
Ruchi Infrastructure Ltd. - 4.20
9 Interest Received/ Receivable (net)
Ruchi Bio Fuels Private Limited - 143.25
10 Reimbursement of Expenses
11 Trade Receivables
12 Donation Given
Mahadeo Shahra Sukrat Trust 5.00 -
13 Impairment in value of investment
Ruchi J-Oil Private Limited - 2,573.49
GHI Energy Private Limited 137.34 17.61
13 Commission Paid / Payable
14 Security Deposit Receivable
High Tech Realties Private Limited 750.00 750.00
Disha Foundation (Trust) 1,350.00 1,350.00
Suresh Shahra HUF - 11.00
170
Notes

15 Sitting Fees Payable
Mr. Navin Khandelwal - 0.05
Mr. Prabhu Lal Dwivedi - 0.35
Mr. N. Murugan 0.10 -
16 Loans and Advances Receivable
Mr.Anil Singhal - 8.88
RSIL Beneficiary Trust 0.85 0.35
17 Other Liabilities Payable
Mr. V. K. Jain - 5.75
Mr.Ramjilal Gupta - 4.18
18 Other Financial Liabilities
Mr. V. K. Jain 0.49 0.15
Mr.Ramjilal Gupta 1.00 -
Mr.Anil Singhal 0.40 -
Mr. Sarvesh Shahra 5.08 5.08
19 Trade Payables
Ruchi J-Oil Private Limited 31.13 -
Disha Foundation (Trust) 76.06 -
Santosh Shahra HUF 0.90 -
20 Service Charges Received / Receivable
21 Guarantees Given
GHI Energy Private Ltd. 9,600.00 9,600.00
22 Investment
Ruchi Hi-rich Seeds Pvt Ltd 228.94 394.44
GHI Energy Private Limited 375.11 1,359.48
Indian Oil Ruchi Biofuels LLP 1.53 1.77
** Trade Payables include `19005.65/- Lakh on account of Bills of Exchange drawn by the suppliers on the company (for the goods
supplied to company) and discounted by the suppliers with their bankers on without recourse basis.[Refer Note 17b]
Note :- Since Resolution Professional Mr.Shailendra Ajmera has been appointed persuant to NCLT order dated 15.12.2017 under
IBC, he is not considered as Releted Party.
171
Notes
NOTE - 41 NON-CONTROLLING INTEREST (` in Lakh)

(`
The following table summarises the information realting to the subsidiary that has material NCI, before any intra-group eleminations:
Particulars Ruchi worldwide Limited
NCI Percentage 47.52%
March 31, 2018 March 31, 2017
Non-current assets 209.65 211.09
Current assets 40,884.79 59,451.93
Non-current liabilities 12.36 12.34
Current liabilities 88,678.37 82,644.73
Net assets (47,596.29) (22,994.05)
Net assets attributable to NCI (22,617.76) (10,926.77)
Revenue 4,895.52 1,11,033.12
Profit (24,601.87) (10,706.93)
OCI (0.36) 0.30
Total Comprehensive Income/(Loss) (24,602.23) (10,706.63)
Profit/(Loss) allocated to NCI (11,690.81) (5,087.93)
Total Comprehensive Income allocated to NCI (11,690.98) (5,087.79)
NOTE - 42 EARNINGS PER SHARE (EPS) (` in Lakh)

(`
Basic EPS amounts are calculated by dividing the profit/(Loss) for the year attributable to equity holders by the weighted average
number of Equity shares outstanding during the year.Diluted EPS amounts are calculated by dividing the profit/(Loss) attributable
to equity holders by the weighted average number of Equity shares outstanding during the year plus the weighted average number
of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.
i. Profit attributable to Equity holders
March 31, 2018 March 31, 2017
Profit /(Loss) after tax attributable to equity holders (5,63,769.65) (1,31,167.65)
Profit/(Loss) attributable to equity holders of the for basic earnings (5,63,769.65) (1,31,167.65)
Expenses directly charged to Reserves (60.67) (19,264.77)
Profit/(Loss) attributable to equity holders before Exceptional Items (5,63,830.32) (1,50,432.42)
- Less : Exceptional Items (Net of taxes) - 3,328.19
Profit/(Loss) attributable to equity holders after Exceptional Items (5,63,830.32) (1,53,760.61)
Weighted average number of shares for Basic EPS and Diluted EPS (In Lakhs) 3,264.71 3,264.71
Basic and Diluted earnings per share March 31, 2018 March 31, 2017
Basic earnings per share (in `) (172.70) (46.08)
Diluted earnings per share (in `) (172.70) (46.08)
Note: Stock options has an anti-dilutive effect on earnings per share hence have not been considered for the purpose of
computing diluted earning per share.
172
Notes
NOTE - 43 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (` in Lakh)

(`
A. Accounting classification and ffair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels
in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the carrying
amount is a reasonable approximation of fair value. A substantial portion of the Group’s long-term debt has been contracted at
floating rates of interest, which are reset at short intervals. Accordingly, the carrying value of such long-term debt approximates
fair value.
(i) March 31, 2018 Note FVTPL FVTOCI Total Fair Amortised Total Level 1 Level 2 Level 3 Total
No. Value Cost
Non Current assets
Financial assets
(i) Investments 5(a) - 1,693.24 1,693.24 1,574.97 3,268.21 1,417.98 272.76 2.50 1,693.24
(ii) Loans 5(b) - 3,998.49 3,998.49 -
(iii) Others 5(c) - 944.03 944.03 -
Current assets
Financial assets
(i) Investments 8(a) 1,127.13 - 1,127.13 8.37 1,135.50 110.58 1,016.55 - 1,127.13
(ii) Trade receivables 8(b) 28,315.97 28,315.97 -
(iv) Bank Balance other 8(d) - 13,942.15 13,942.15 -
than above
(v) Loans 8(e) - 558.80 558.80 -
(vi) Others 8(f) 100.20 100.20 1,944.57 2,044.77 100.20 100.20
1,227.33 1,693.24 2,920.57 55,187.14 58,107.71 1,528.56 1,389.51 2.50 2,920.57
(i) Borrowings 13(a) 153.68 153.68 7,181.55 7,335.23 153.68 153.68
Current liabilities
(i) Borrowings 17(a) - 7,42,848.34 7,42,848.34 -
(ii) Trade payables 17(b) - 2,54,445.85 2,54,445.85 -
(iii) Other Financial liability 17(c) 490.74 490.74 2,46,101.80 2,46,592.54 490.74 490.74
644.42 - 644.42 12,50,577.54 12,51,221.96 - 644.42 - 644.42
No. Value Cost
Non Current assets
Financial assets
(i) Investments 5(a) 1,642.70 1,642.70 3,246.29 4,888.99 1,404.63 235.56 2.51 1,642.70
(ii) Loans 5(b) - 6,559.01 6,559.01 -
(iii) Others 5(c) - 951.32 951.32 -
Current assets
Financial assets
(i) Investments 8(a) 100.22 100.22 8.37 108.59 100.22 100.22
(ii) Trade receivables 8(b) - 5,28,465.34 5,28,465.34 -
173
Notes
(iv) Bank Balance other 8(d) - 6,201.81 6,201.81 -

than above
(v) Loans 8(e) - 1,149.60 1,149.60 -
(vi) Other 8(f) 4,597.32 4,597.32 705.78 5,303.10 4,597.32 4,597.32
4,697.54 1,642.70 6,340.24 5,57,125.17 5,63,465.41 1,504.85 4,832.88 2.51 6,340.24
(i) Borrowings 13(a) - 7,972.14 7,972.14 -
(ii) Other Financial liability 13(b) - 4.36 4.36
Current liabilities
(i) Borrowings 17(a) - 5,25,124.33 5,25,124.33 -
(ii) Trade payables 17(b) - 4,88,707.34 4,88,707.34 -
(iii) Other Financial liability 17(c) 1,206.93 1,206.93 1,84,615.46 1,85,822.39 - 1,206.93 1,206.93
1,206.93 - 1,206.93 12,06,423.63 12,07,630.56 - 1,206.93 - 1,206.93
B. Measurement of fair values
Valuation techniques and significant unobservable inputs
V
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Levelel 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Levelel 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Levelel 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant
unobservable inputs used.
Financial instruments measured at fair value
T
Type Valuation technique
V
Currency Futures Based on exchange rates listed on NSE/MCX stock exchange
Commodity futures Based on commodity prices listed on MCX/ NCDX/ACE stock exchange
Forward contracts Based on FED
FEDAI Rates
Interest rate swaps Based on Closing Rates provided by Banks
Open purchase and sale contracts Based on commodity prices listed on NCDEX stock exchange,and prices
Available on Solvent Extractor’s association (SEA) along with quotations from
brokers and adjustments made for grade and location of commodity
Options Based on Closing Rates provided by Banks
NOTE - 44 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT (` in Lakh)

(`
Financial risk management
The Group has exposure to the following risks arising from financial instruments:
(i) Market risk
(a) Currency risk;
(b) Interest rate risk;
(c) Commodity Risk;
(d) Equity Risk;
(ii) Credit risk ; and
(iii) Liquidity risk ;
174
Notes
Risk management framework
The Group’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Group’s primary
risk management focus is to minimize potential adverse effects of risks on its financial performance. The Group’s risk management
assessment policies and processes are established to identify and analyze the risks faced by the Group, to set appropriate risk limits
and controls, and to monitor such risks and compliance with the same. Risk assessment and management of these policies and
processes are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Board of Directors and the
Audit Committee are responsible for overseeing these policies and processes.
(i) Market risk
Market risk is the risk of changes in the market prices on account of foreign exchange rates, interest rates and Commodity
prices, which shall affect the Group’s income or the value of its holdings of its financial instruments. The objective of market
risk management is to manage and control market risk exposure within acceptable parameters, while optimising the returns.
(a) Currency risk
The fluctuation in foreign currency exchange rates may have potential impact on the profit and loss account, where any
transaction has more than one currency or where assets/liabilities are denominated in a currency other than the functional
currency of the entity.
Considering the countries and economic environment in which the Group operates, its operations are subject to risks arising
from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in U.S. dollar and Euro,
against the respective functional currencies ((```)) of Holding Company.
The Group, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign
exchange and interest rate exposure. The Group does not use derivative financial instruments for trading or speculative purposes.
Exposure to currency risk
The summary quantitative data about the Company’s exposure to currency risk as reported by the management of the Company is
as follows:
(` In Lakh)
(`
EUR USD AUD EUR MYR USD AUD
Exposure Exposure in Exposure Exposure Exposure Exposure Exposure
in INR INR in INR in INR in INR in INR in INR
Receivable net exposure
Trade receivables* 3,852.85 1,55,758.34 4.21 4,138.82 - 1,74,955.56 12.97
Net statement of financial 3,852.85 1,55,758.34 4.21 4,138.82 - 1,74,955.56 12.97
position exposure
Forward exchange contracts - 9,707.80 - - - 26,807.22 -
against exports
Receivable net exposure 3,852.85 1,46,050.54 4.21 4,138.82 - 1,48,148.34 12.97
Payable net exposure
Borrowings - 27,731.67 - - - 83,618.32 -
Trade payables and other - 3,20,528.04 - - 5.51 4,82,308.33 -
financial liabilities
Statement of financial - 3,48,259.71 - - 5.51 5,65,926.65 -
position exposure
Forward exchange contracts - 11,319.67 - - - 6,853.90 -
against imports and foreign
currency payables
Currency option contracts - - - - - - -
Payable net exposure - 3,36,940.04 - - 5.51 5,59,072.75 -
Total net exposure on 3,852.85 (1,90,889.50) 4.21 4,138.82 (5.51) (4,10,924.41) 12.97
Receviables/(Payables)
Sensitivity analysis
A 1% strenghtening / weakening of the respective foreign currencies with respect to functional currency of Group would result in
increase or decrease in profit or loss as shown in table below.The following analysis has been worked out based on the exposures as
of the date of statements of financial position.
175
Notes
Profit/(Loss) March 31, 2018 Profit/(Loss) March 31, 2017

Effect in Indian Rupees Strengthening Weakening Strengthening Weakening
EUR 38.53 (38.53) 41.39 (41.39)
USD (1,908.90) 1,908.90 (4,109.24) 4,109.24
AUD 0.04 (0.04) 0.13 (0.13)
MYR - - (0.06) 0.06
*Excluding provision for doubtful debts ` 1,30,674.31/- Lakhs.
i (b) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Group’s exposure to market risk for changes in interest rates relates to borrowings
from financial institutions and others. The Group manages its interest rate risk arising from foreign currency floating rate
loans by using interest rate swaps as hedges of variability in cash flows attributable to interest rate risk.
For details of the Group’s short-term and long term loans and borrowings, Refer Note 13(a), 17 (a) and 17(c) of these
consolidated financial statements.
Interest rate sensitivity - fixed rate instruments
The Group’s fixed rate borrowings Preference Shares issued to Ruchi Infrastructure Limited @ 6% in the year 2010-2011
and Investments into Preference Shares of GHI Energy Private Limited @ 6% in the year 2011-2012 are carried at fair
value. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor
the future cash flow will fluctuate because of a change in market interest rates.
Interest rate sensitivity - variable rate instruments
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased /(decreased)
equity and profit or loss by amounts shown below. This analysis assumes that all other variables, in particular, foreign
currency exchange rates, remain constant. This calculation also assumes that the change occurs at the balance sheet date
and has been calculated based on risk exposures outstanding as at that date.
A. March 31, 2018 (` In Lakh)
(`
On account of Variable Rate Borrowings from Banks and Others (8,857.75) 8,857.75
Sensitivity (8,857.75) 8,857.75
B. March 31, 2017
On account of Variable Rate Borrowings from Banks and Others (6,009.14) 6,009.14
Sensitivity (6,009.14) 6,009.14
i (c) Commodity risk
The prices of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as weather,
government policies, changes in global demand resulting from population growth and changes in standards of living and
global production of similar and competitive crops. During its ordinary course of business, the value of the Group’s open
sales and purchases commitments and inventory of raw material changes continuously in line with movements in the prices
of the underlying commodities. To the extent that its open sales and purchases commitments do not match at the end of
each business day, the Group is subjected to price fluctuations in the commodities market.
While the Group is exposed to fluctuations in agricultural commodities prices, its policy is to minimise its risks arising from
such fluctuations by hedging its sales either through direct purchases of a similar commodity or through futures contracts
on the commodity exchanges. The prices on the commodity exchanges are generally quoted up to twelve months forward.
In the course of hedging its sales either through direct purchases or through futures, the Group may also be exposed to
the inherent risk associated with trading activities conducted by its personnel. The Group has in place a risk management
system to manage such risk exposure.
At the balance sheet date, a 1% increase/decrease of the commodities price indices, with all other variables remaining
constant, would result in (decrease)/increase in profit before tax and equity by the amounts as shown below:
176
Notes
(` In Lakh)
(`
Profit/(loss) Profit/(loss)
March 31, 2018 March 31, 2017
Effect of (increase) / decrease in prices (33.32) 33.32 (657.69) 657.69
Profit before taxes
Assumptions used for calculation
Inventory Commodity price * 1%
Derivative contract Rate * 1%
i (d) Equity risk
Equity Price Risk is related to the change in market reference price of the investments in equity securities. The fair value of
some of the Holding Company’s investments in Fair value through Other Comprehensive Income securities exposes the
Holding Company to equity price risks. In general, these securities are not held for trading purposes. These investments
are subject to changes in the market price of securities. The fair value of equity securities as of March 31, 2018, was `
1,417.98/- Lakh [ Previous Year 1401.13/- Lakh]. A sensex standard deviation of 5% [ Previous Year 5% ] would result
in change in equity prices of securities held as of March 31, 2018 by ` 70.90/-Lakh.[ Previous Year ` 70.06/-Lakh ]
(ii) Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations and arises principally from the Group’s receivables from customer. The Group establishes an allowance
for doubtful debts and impairment that represents its estimate on expected loss model.
A. Trade
T and other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics
of the customer, including the default risk of the industry has an influence on credit risk assessment. Credit risk is managed
through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which
the Group grants credit terms in the normal course of business.
Summary of the Group’s exposure to credit risk by age of the outstanding from various customers is as follows:
(` In Lakh)
(`
March 31, 2018 March 31, 2017
Neither past due nor impaired
Past due but not impaired
Past due 0–90 days 23,476.10 2,47,149.50
Past due 91–180 days 980.48 1,12,783.06
Past due more then 180 days 4,067.85 4,18,375.94
28,524.43 7,78,308.50
Expected credit loss assessment for customers as at March 31, 2018 and March 31, 2017
Exposures to customers outstanding at the end of each reporting period are reviewed by the Group to determine expected credit
losses.Impaired amounts are based on lifetime expected losses based on the best estimate of the managment. The impairment
loss related to several customers that have defaulted on their payments to the Group and are not expected to be able to pay
their outstanding balances.The Group has made further provision for doubtful debts.
follows.
(` In Lakh)
(`
March 31, 2018
Balance as at April 1, 2017 2,28,699.04
Impairment loss recognised as per ECL/Provision for Doubtful Debts 4,92,565.55
Impairment loss recognised as per partywise listing -
Amounts written off -
177
Notes
The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows.
(` In Lakh)
(`
March 31, 2017
Balance as at April 1, 2016 95,679.87
Impairment loss recognised as per ECL 1,39,243.03
Amounts written off 6,223.86
B. Cash and cash equi
equivalents
The Group holds cash and cash equivalents with credit worthy banks and financial institutions of ` 3,899.79/- Lakh as at March
31, 2018 [Previous Year ` 9,837.65/-Lakh ].The credit worthiness of such banks and financial institutions is evaluated by the
management on an ongoing basis and is considered to be good.
C. Derivatives
Deri
The derivatives are entered into with credit worthy banks and financial institution on counterparties. The credit worthiness of
such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.
D. Investments
The Group limits its exposure to credit risk by generally investing in liquid securities and only with counter-parties that have
a good credit rating. The Group does not expect any losses from non-performance by these counter-parties apart from those
already given in financials, and does not have any significant concentration of exposures to specific industry sectors or specific
country risks.
Financial Instruments - fair values and risk management.
(iii) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. Liquidity crises has
led to default in repayment of principle and interest to lenders. The Group has been taking measures to ensure that the Group’s
cash flow from business borrowing is sufficient to meet the cash requirements for the Group’s operations. The Group managing
its liquidity needs by monitoring forecasted cash inflows and outflows in day to day business. Liquidity needs are monitored
on various time bands, on a day to day and week to week basis, as well as on the basis of a rolling 30 day projections. Net cash
requirements are compared to available working capital facilities in order to determine headroom or any short falls. Presently
Group’s objective is to maintain sufficient cash to meet its operational liquidity requirements.
Exposure to liquidity risk
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on their contractual maturities
for: * all non derivative financial liabilities* net and gross settled derivative financial instruments for which the contractual
maturites are essential for the understanding of the timing of the cash flows.
(` In Lakh)
(`
A As at March 31, 2018 Carrying Contractual cash flows
amount Total 1 year or 1-2 years 2-5 years More than
less 5 years
Unsecured term loans and borrowings 5,918.62 5,918.62 296.62 501.07 4,662.20 458.73
Trade payables 2,54,445.85 2,54,445.85 2,54,445.85 - - -
– Outflow 28.95 28.95 - - -
– Inflow 36.79 36.79 - - -
Commodity contracts 490.74 490.74 490.74 - - -
178
Notes
(` In Lakh)
(`
B As at March 31, 2017 Carrying Contractual cash flows
amount Total 1 year or 1-2 years 2-5 years More than
less 5 years
Unsecured term loans and borrowings 62,762.57 62,762.56 56,900.82 239.75 4,559.29 1,062.70
Trade payables 4,88,707.34 4,88,707.34 4,88,707.34 - - -
– Outflow 32,218.92 32,218.92 - - -
– Inflow 33,661.12 33,661.12 - - -
Commodity contracts 1,206.93 1,206.93 1,206.93 - - -
Note :
The inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial
liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows
net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have
simultaneous gross cash settlement.
NOTE - 45 CAPITAL MANAGEMENT (` in Lakh)

(`
The Group’s objective when managing the capital is to safeguard the Group’s ability to continue as a going concern. In order to
provide the return to shareholders and benefits to other stakeholder’s and to maintain an optimal capital structure to redue the capital.
The Group monitors capital using a ratio of ‘adjusted net debt’ to ‘total equity’. For this purpose, adjusted net debt is defined as total
debt, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Equity
comprises of Equity share capital and other equity. However, in view of certain adverse factors and liquidity problems faced by the
Group, the net worth of the Group has been fully eroded and the Group is presently under CIRP process and thereby continue to
operate as a going concern.
The Group’s adjusted net debt to adjusted equity ratio was as follows: (` In Lakh)
(`
A. Particulars As at March As at March
31, 2018 31, 2017
Non-current Borrowings 7,335.23 7,972.14
Current Borrowings 7,42,848.34 5,25,124.33
Current Maturity :
- From banks - 22,495.70
- From State Government 296.62 151.09
- Finance lease obligations 12.47 25.49
Term Loans from Banks :
T
- Rupee Loans 32,088.20 19,329.77
Total Debt
T 8,88,784.12 6,07,126.83
Less : Cash and cash equivalent 3,899.79 9,837.65
Adjusted net debt 8,84,884.33 5,97,289.18
Total equity
T (4,70,685.38) 92,247.07
Adjusted net debt to adjusted equity ratio (1.88) 6.47
179
Notes
B. Dividends
Di
No di
dividend is paid by the Holding Company in last three Years.
C. Loan Covenants
In order to achieve this overall objective, the Group capital management amongs other things, aims to ensure that it meets
financial covenants attached to the interest bearing loan and borrowings that defined capital structure requirments. There have
been breaches in the financial convenants of interest bearing loan and borrowings in the current period and previous periods.
The lenders have declared the borrowings has non-performing assets as per prudential norms of Reserve Bank of India.[ Refer
Note 46 ]
NOTE - 46
The National Company Law Tribunal (“NCLT”), Mumbai Bench, vide order dated on 15th December 2017 (“Insolvency
Commencement Date”) has initiated Corporate Insolvency Resolution Process (“CIRP”) u/s 7 of the Insolvency and Bankruptcy Code,
2016 (“the Code”) based on application filed by Standard Chartered Bank and DBS Bank Ltd, financial creditors of the Company. Mr.
Shailendra Ajmera IP Registration No. IBBI/IPA-001/IP-P00304/2017-18/10568 was appointed as Interim Resolution Professional
(“IRP”) to manage affairs of the Holding Company in accordance with the provisions of Code. In the first meeting of Committee
of Creditors (“CoC”) held on 12th January 2018, Mr. Shailendra Ajmera had been confirmed as Resolution Professional (“RP”) for
the Holding Company.As per section 134 of the Companies Act, 2013, the Consolidated Financial Statements are required to be
authenticated by the Chairperson of the Board of Directors, where authorised by the Board or at least two directors, of which one
shall be managing director or the CEO (being a director), the CFO and Company Secretary where they are appointed. Pursuant to
the NCLT order for commencement of the CIRP and in line with the provisions of the Code, the powers of the Board of Directors
stand suspended and be exercised by IRP / RP. These Consolidated Financial Statement for the year ended 31st March 2018 have
been prepared by the management of the Holding Company and certified by Mr. Anil Singhal, Chief Financial Officer (‘CFO’) and
Mr.Ramjilal Gupta, Company Secretary (‘CS’). While these Consolidated financial statement pertain to year ended 31st March 2018,
the RP has not received any certification, representation, undertaking or statement from the erstwhile Managing Director or any other
Directors (the power of Board of Directors stands suspended in accordance with the Code) for the period prior to commencement
of the Corporate Insolvency Resolution Process (‘CIRP’) i.e. prior to December 15, 2017 (‘Insolvency Commencement Date’).
Consequently, the RP is not in a position to certify on its own the truthfulness, fairness, accuracy or completeness of the financial
statements prepared for such period during the financial year of 2017-18 that is prior to insolvency commencement date.
This consolidated financial statements were placed before the RP, the CFO and the Company Secretary on 7th June 2018 for their
consideration. Accordingly, the audited consolidated financial statements were considered and recommended in the meeting. In
view thereof, the RP, in reliance of such examination by and the representations, clarifications and explanations provided by the
CFO and deed of indemnity and undertaking from Director of respective subsidiaries, associates and joint ventures has approved
the consolidated financial statement. The CFO has provided the certifications and representations with responsibility in respect of
various secretarial, compliance and board matters pertaining to the period prior to Insolvency Commencement Date.
The RP has approved these consolidated financial statements only to the limited extent of discharging the powers of the Board
of Directors of the Holding Company (suspended during CIRP) which has been conferred upon him in terms of provisions of
Section 17 of the Code.
NOTE - 47
The carrying value of tangible assets (including capital work in progress of ` 2,812.25 Lakh) and intangible assets as at 31st March
2018 is ` 3,87,337.51 Lakh and ` 1,51,634.33 Lakh, respectively.As explained in note no. 46 above the Holding Company is under
CIRP and the Resolution professional is required to invite submission of resolution plans from potential resolution applicants, which
shall be put up for necessary approvals before the Committee of Creditor (‘CoC’) and the NCLT. The CIRP is not yet concluded and
hence, the final outcome is yet to be ascertained.The Holding company has not taken in consideration any impact on the value of
the tangible and intangible assets, if any, in preparation of Consolidated Financial statements as required by Ind-AS 10 on “Events
after the reporting period”. Further, the Holding Company has not made full assessment of impairment as required by Ind AS 36
on Impairment of Assets, if any, as at 31st March 2018 in the value of tangible and intangible assets.
NOTE - 48
One of the customers who has remitted ` 1,189.24 Lakh in one of the bank account of the Holding Company has not yet reflected
in Holding Company’s bank account. Necessary reconcillation process is being carried out. However, pending reconcillation, the
trade receivable is higher by an equivalent amount as at 31st March 2018.
180
Notes
NOTE - 49
The Demat Statement as at 31st March 2018 which is evidence of ownership of those investments amounting to ` 1,417.98 Lakh
has not been provided by the depository participant.
NOTE - 50
In respect of Holding Company’s borrowings from banks and financial institutions aggregating ` 1,78,660.55 Lakh, bank balances
(current account and term deposits) aggregating ` 13,43.39 Lakh, balance confirmations as at 31st March 2018 has not been received
by the Holding Company. In accordance with the Code, public announcement was made calling upon the financial creditors and
operational creditors of the Holding company to submit their claims with the Interim Resolution Professional (‘IRP) by December
29, 2017. In accordance with the Code, the IRP/RP has to receive, collate and admit the claims submitted against the Company. Such
claims can be submitted to the IRP/RP during CIRP, till the approval of a resolution plan by the CoC. Pursuant to the claims received
on December 29, 2017, the CoC was formed on January 5, 2018, and the list of such creditors was duly notified to the NCLT and
uploaded on the company website. Thereafter, there could be regular revisions to the list in view of the claims received and the RP
is in the process of receiving, collating, verifying, seeking clarifications, sending communications for unreconciled balance, seeking
additional documents to substantiate whole or part of the unreconciled balances on such claims.
In respect of claims submitted by the financial creditors as on 15th December 2017, the same is exceeding amount appearing in the
books of accounts. To the extent the process for submission and reconciliation of claims as on the Insolvency Commencement
Date remains an on-going process, no accounting impact in the books of accounts has been made in respect of excess, short or
non-receipts of claims for operational and financial creditors.
NOTE - 51
(i) The Holding Company has not recognised interest payable, after the insolvency commencement date i.e. 15th December 2017,
on borrowings from banks and financial institutions, customer advance, inter corporate deposits received and security deposits
amounting to ` 345,61.14 Lakh. The same is not in compliance with Ind AS - 23 on “Borrowing Cost” read with Ind AS - 109
on “Financial Instruments”.
(ii) In respect of trade payables, customers advances, certain trade receivables and borrowings denominated and payables/receivables
in foreign currency and outstanding at insolvency commencement date i.e. 15th December 2017 and which are continued to
remain outstanding as at 31st March 2018 are not restated at foreign currency closing rate as at 31st March 2018 having an
impact on exchange difference loss (net) of ` 1,926.86 Lakh. The same is not in compliance with Ind AS – 21 on “The Effects
of Changes in Foreign Exchange Rates” that requires foreign currency monetary items shall be translated using the closing rate.
(iii) Had provision for interest and exchange difference would be recognised, finance cost, total expenses, loss for the year and
total comprehensive income would have been higher by ` 36,488 Lakh having consequential impact on other current financial
181
NOTE - 52
182
Enterprises Consolidated as Subsidiary in accordance with Indian Accounting Standard 110 - Consolidated Financial Statements
Additional Information, as required under Schedule III to the Companies Act, 2013, of Ruchi Soya Industries Limited (the Holding Company) and its
subsidiaries, its associates and Joint Venture details are as under : Notes
Name of the entity Country of Relationship Proportion of Net Assets[ Total assets Share in Profit or Loss Share in Other Share in Other
incorporation Ownership Interest minus Total liabilities] Comprehensive income Comprehensive income
2017-18 2016-17 As% of Amount As% of Amount As% of Amount As% of Amount
Consolidated Consolidated Consolidated Consolidated
net assets Profit or Loss Profit or Loss Profit or Loss
A. Parent Comoany
Ruchi Soya Industries Limited India Holding Co. NA NA 96.64 (4,45,859.48) 96.85 (5,57,327.99) 100.04 842.90 96.97 (5,57,224.51)
B. Domestic
- Subsidiary Company
Ruchi Worldwide Limited India Subsidiary 52.48 52.48 17.98 (84,606.64) 10.71 (61,612.23) (0.04) (0.36) 10.72 (61,612.58)
Mrig Trading Private Limited India Subsidiary 100 100 0.00 (12.00) 0.00 (10.25) - - 0.002 (10.25)
RSIL Holdings Private Limited India Subsidiary 100 100 (0.07) 342.80 0.01 (59.81) - - - -
-Joint Ventur e (Investment
accounted as per the Equity
Method)
Ruchi J-oil Private Limited India Joint venture 51 51 (0.39) 1,823.91 0.01 (83.11) - - 0.01 (83.11)
- Associate (Investment accounted
as per the Equity Method)
GHI Energy Private Limited India Associate 49 49 (0.00) 14.68 0.08 (444.14) - - 0.08 (444.14)
Ruchi Hi-rich Seeds Private Limited India Associate 24.29 32.51 (0.07) 335.21 0.02 (106.23) - - 0.02 (106.23)
C. Foreign
- Subsidiary Company and its
step down subsidiaries
Ruchi Industries Pte. Limited Singapore Subsidiary 100 100 (0.01) 38.77 0.83 (4,805.01) - - 0.84 (4,805.01)
Ruchi Agri Plantation (Cambodia) Cambodia Step down 100 100 0.08 (367.60) 0.24 (1,361.33) - - 0.24 (1,361.33)
Pte. Limited subsidiary
Ruchi Agri Private Limited Company Ethiopia Step down 100 100 0.08 (362.38) 0.05 (312.66) - - 0.05 (312.66)
subsidiary
Ruchi Agri SARLU South Africa Step down 100 100 0.09 (438.38) 0.07 (408.93) - - 0.07 (408.93)
subsidiary
Palmolein Industries Pte. Limited Cambodia Step down 100 100 0.10 (475.92) 0.08 (461.27) - - 0.08 (461.27)
subsidiary
Ruchi Middle East Dmcc Dubai Step down 100 100 (0.03) 122.37 0.02 (117.71) - - 0.02 (117.71)
subsidiary
Ruchi Ethiopia Holdings Limited Dubai Subsidiary 100 100 0.07 (327.71) 0.00 (14.65) - - 0.00 (14.65)
Ruchi Agritrading Pte. Limited Singapore Step down 100 100 (0.11) 499.96 0.59 (3,389.34) - - 0.59 (3,389.34)
subsidiary
D. Consolidation (14.36) 67,587.02 (9.57) 55,054.19 - - (9.58) 55,054.19
Adjustments/Elimination
TOTAL 100.00 (4,70,685.39) 100.00 (5,75,460.47) 100.00 842.54 100.00 (5,75,297.53)
Notes
NOTE - 53
The corresponding figure for 31st March, 2017 have been regrouped /reclassified in order to confirm to the presentation for the
current year.
IP R
IP-P00304/2017-18/10568
183
Annexure-I:
Pursuant to requirements of first provisio to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014. The Company has given
184
the disclousure of the said requirement in FORM AOC -1.
Statement containing salient features of the financial statement of subsidairies/associate companies/joint ventures (` In Lakh)
(`
Domestic Subsidiary Foreign Subsidiary Notes
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Step down Step down Step down Step down Step down Step down
subsidiary subsidiary subsidiary subsidiary subsidiary subsidiary
1 Sl. No. 1 2 3 4 5 6 7 8 9 10 11
2 Name of the Ruchi Mrig RSIL Ruchi Industries Ruchi Ethiopia Ruchi Agri Ruchi Agri Private Ruchi Agri Ruchi Agri Sarlu Palmolien Ruchi Middle
Subsidiary Worldwide trading Holdings Pte. Limited Holdings Limited Plantation Limited Company Trading Pte. Industries Pte East DMCC
Limited Private Private (combodia) pte. Limited Limited
Limited Limited limited
3 Reporting n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a.
Period for the
subsidiary
concerned, if
different from
the holding
Company’s
reporting period
4 Repor ting n.a. n.a. n.a. USD 65.04 USD 65.04 USD 65.04 BIRR 2.83 USD 65.04 Ariary 0.02 USD 65.04 USD 65.04
Currency and
Exchange rate on
the last date of the
relevant Financial
Year in the case
of foreign
Subsidiary
5 Share Capital 1,894.07 1.00 606.00 60.00 3,902.65 77.77 5,058.48 20.00 1,300.88 1,312.29 3,715.22 20.00 1,300.88 100.00 2.00 0.05 3.25 5.17 336.28
6 Reserves & (86,500.71) (13.00) (263.20) (59.40) (3,863.62) (82.81) (5,386.30) (25.65) (1,668.38) (1,469.25) (4,159.59) (12.31) (800.69) (22,018.90) (440.38) (7.37) (479.38) (3.29) (214.00)
surplus
7 Total Assets 4,084.09 0.93 343.10 7.70 500.84 0.78 50.73 0.04 2.60 1,047.45 2,965.44 10.99 714.83 46,620.45 932.41 2.79 181.47 1.90 123.58
8 Total Liablities 4,084.09 0.93 343.10 7.70 500.84 0.78 50.73 0.04 2.60 1,047.45 2,965.44 10.99 714.83 46,620.45 932.41 2.79 181.47 1.90 123.58
9 Investments - - 335.18 7.69 500.19 - - - - - - - - - - - - - -
10 Turnover 4,873.37 - - - - - - - - - - 64.81 4,215.51 - - - - - -
11 Profit before (61,610.25) (10.25) (59.81) (74.63) (4,854.24) (0.23) (14.96) (21.17) (1,376.98) (119.34) (337.86) (53.21) (3,461.00) (19,443.94) (388.88) (7.17) (466.37) (1.83) (119.03)
taxation
12 Provision for (1.98) - - - - - - - - - - (0.69) (44.88) - - - - - -
taxation
13 Profit after (61,612.23) (10.25) (59.81) (74.63) (4,854.24) (0.23) (14.96) (21.17) (1,376.98) (119.34) (337.86) (52.52) (3,416.12) (19,443.94) (388.88) (7.17) (466.37) (1.83) (119.03)
taxation
14 Proposed - - - - - - - - - - - - - - - - - - -
Dividend
15 % of 52.48% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
shareholding
Notes
Notes:
1 Names of Subsidiaries which are yet to commence opertaions. NIL
2 Names of Subsidiaries which have been Liquidated or sold during the year. Ruchi J-Oil Private Limited and Ruchi Hi-Rich
R
Seeds Pri
Private Limited
Annexure B: Associates and Joint Ventures
Statement pursuant to section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
(` In Lakh)
(`
Associates and Joint Ventures
Name of Associates/Joint Ventures GHI Energy Ruchi J-Oil Ruchi Hi-Rich
Private Limited Private Limited Seeds Private
Limited
1 Latest audited Balance Sheet Date May 21, 2018 May 9, 2018 May 24, 2018
2 Shares of Associates/Joint Ventures held by the company
on the year end
No. 4,40,050 204000 5876970
Amount of investment in Associates/Joint Venture 1,305.94 4,000.02 587.70
Extented of holdings% 49% 51% 24.39%
3 Description of how there is significant influence Due to% Due to%
Shareholding Shareholding
4 Reason why the associates/joint venture is not consolidated N.a N.a N.a
5 Networth attributable to shareholdings as per latest 29.95 3,576.29 1,380.05
audited Balance Sheet
6 Profit/Loss for the year
i. Considered in Consolidation (444.14) (83.11) (106.23)
ii. Not Considered in Consolidation (410.32) (79.86) (330.94)
185
NOTE
186
FORM NO. MGT-11
Proxy Form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN : L15140MH1986PLC038536
Name of the Company : Ruchi Soya Industries Limited
Registered office : Ruchi House, Royal Palms, Survey No. 169, Aarey Milk Colony, Near Mayur Nagar,
$
Goregaon (East), Mumbai – 400065
Name of the member(s) : ................................................................................................................................

Registered address : ................................................................................................................................
E-mail id : ................................................................................................................................
Folio No./Client Id* : ................................................................................................................................
DP ID* : ................................................................................................................................
*Applicable to shareholders holding shares in electronic form.
I/We ............................................................................................................ (name) of ..............................................
(place) being the holder(s) of ................................................ shares of the above named Company, hereby appoint :
1. Name: .......................................................................................................................................................................
Address: .............................................................................................................................................................................
..................................................................................................................................................................................
E-mail Id: .......................................................................................... Signature: ...................................., or failing him
2. Name: .......................................................................................................................................................................
Address: .............................................................................................................................................................................
CUT HERE
..................................................................................................................................................................................
E-mail Id: .......................................................................................... Signature: ...................................., or failing him
3. Name: .......................................................................................................................................................................
Address: .............................................................................................................................................................................
..................................................................................................................................................................................
E-mail Id: .......................................................................................... Signature: ....................................,
Continued overleaf
$
CIN :L15140MH1986PLC038536
Registered office : Ruchi House, Royal Palms, Survey No. 169, Aarey Milk Colony, Near Mayur Nagar, Goregaon (East),
Mumbai – 400065 Tel: +91-22 61090100/200 E-Mail: [email protected] Website: www.ruchisoya.com
ATTENDANCE SLIP
DP. Id*
Client Id* :
*Applicable to shareholders holding shares in electronic form

Folio No.
No. of Shares
Name and Address of Shareholder :
I hereby record my presence at the 32nd Annual General Meeting of the Company held at Rangswar Hall, Chavan Centre,
Yashwantrao Chavan Pratishthan, Gen. Jagannathrao Bhosle Marg, Mumbai - 400 021, on Thursday, the 27th December, 2018
at 11.00 a.m.
$
Signature of Shareholder
187
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 32nd Annual General Meeting of the
Company to be held on Thursday, the 27th December, 2018 at 11.00 a.m. Rangswar Hall, Chavan Centre, Yashwantrao
Chavan Pratishthan, Gen. Jagannathrao Bhosle Marg, Mumbai - 400 021 and at any adjournment thereof in respect of such
resolutions as are indicated below :
Sr. No. Resolution For Against
1 To consider and adopt the audited financial statements of the Company for
the financial year ended March 31, 2018, the reports of Board of Directors
and Auditors thereon; and the audited consolidated financial statements of
the Company for the financial year ended March 31, 2018.
2 To appoint a Director in place of Mr. Vijay Kumar Jain (DIN: 00098298),
who retires by rotation and being eligible, offers himself for re-appointment.
3 To ratify the remuneration of Cost Auditors for the financial year ending
March 31, 2019.
Affix
Signed this day of December, 2018
Revenue
Stamp
Signature of shareholder
Signature of Proxy holder
Note : This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of the meeting.
188
If undelivered, please return to:

Registrars and Share Transfer Agents (Unit: Ruchi Soya Industries Limited)
170/10, R.N.T. Marg, Film Colony, Indore - 452 001, Madhya Pradesh
Phone: (+91-731) 4279626/2523545
E-mail: [email protected]

CIN – L15140MH1986PLC038536
Registered Office: Ruchi House, Royal Palms, Survey No. 169,
Aarey Milk Colony, Near Mayur Nagar, Goregaon (East), 32nd Annual Report 2017-18
Mumbai - 400 065, Maharashtra
Phone: (+91-22) 61090100 / 200

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RUCHI SOYA INDUSTRIES LIMITED

If undelivered, please return to:

RUCHI SOYA INDUSTRIES LIMITED

REGISTERED OFFICE SHARE TRANSFER AGENT ADMINISTRATIVE & HEAD OFFICE

Registered Office: By Order of Resolution Professional

Place : New Delhi (R L Gupta)

ROUTE MAP TO AGM VENUE

PERFORMANCE REVIEW DIVIDEND

CHANGE IN SHARE CAPITAL BOARD EVALUATION

GENERAL DISCLOSURES CAUTIONARY STATEMENT

RUCHI SOYA INDUSTRIES LIMITED

3. Audit Qualification (each audit qualification separately):

6. Audit Qualification (each audit qualification separately):

For Chaturvedi & Shah

ANNEXURE III TO THE DIRECTORS’ REPORT

(B) TECHNOLOGY ABSORPTION

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

For and on behalf of the Board (suspended during CIRP)

Place : New Delhi (Vijay Kumar Jain)

ANNEXURE IV TO THE DIRECTORS’ REPORT

For and on behalf of the Board (suspended during CIRP)

Place : New Delhi (Vijay Kumar Jain)

ANNEXURE V TO THE DIRECTORS’ REPORT

For and on behalf of the Board (suspended during CIRP)

Place : New Delhi (Vijay Kumar Jain)

ANNEXURE VI TO THE DIRECTORS’ REPORT

(1) (2) (3) (4) (5) (6) (7) (8)

For and on behalf of the Board (suspended during CIRP)

Place : New Delhi (Vijay Kumar Jain)

FINANCIAL REVIEW AND ANALYSIS

TEN YEARS FINANCIAL HIGHLIGHTS

Place : New Delhi For and on behalf of Board of Directors

(Vijay Kumar Jain)

Corporate Governance Report

ATTENDANCE RECORD OF DIRECTORS:

Mr. Vijay Kumar Jain 00098298 Whole Time 6 6 Yes 0 2 0 1

Familiarization Program Meeting and attendance during the year:

* From their respective date of appointment.

GENERAL SHAREHOLDERS’ INFORMATION

SHAREHOLDING PATTERN AND DISTRIBUTION OF SHAREHOLDING AS AT MARCH 31, 2018

Indian Promoters 19,13,69,692 57.28

2 Persons acting in concert - -

Sub-total 19,13,69,692 57.28

a) Mutual Funds 25,500 0.01

b) Banks/ FIs/Insurance Companies 6,68,708 0.20

c) FIIs 1,500 0.00

Sub-total 6,95,708 0.21

2 Central Govt./State Govt.(s)/President of India

Central Govt./State Govt.(s)/President of India 5,68,949 0.17

Sub-total 5,68,949 0.17

Bodies Corporate 7,30,36,551 21.86

Individuals holding nominal capital uptoRs. 2.00 Lakh 5,04,65,955 15.11

Sub-total 14,14,66,373 42.34

Custodian (depository for shares underlying GDRs) — —

GRAND TOTAL 33,41,00,722 100

Distribution of shareholding as on March 31, 2018

001 — 2,500 42049 83.083 14817682 4.435

2,501 — 5,000 4138 8.176 7620535 2.281

5,001 — 10,000 2366 4.675 9029889 2.703