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Notes to Accounts of Riddhi Siddhi Gluco Biols Ltd.
Mar 31, 2025
o. Provisions and contingencies:
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a
past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can
be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. When a provision is measured using the cash flows estimated to settle the present obligation,
its carrying amount is the present value of those cash flows (when the effect of the time value of money is
material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from
a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received
and the amount of the receivable can be measured reliably.
p. Earnings per equity share:
Basic earnings per equity share is computed by dividing the net profit attributable to the equity holders of the
Company by the weighted average number of equity shares outstanding during the period. Diluted earnings
per equity share is computed by dividing the net profit attributable to the equity holders of the Company by
the weighted average number of equity shares considered for deriving basic earnings per equity share and
also the weighted average number of equity shares that could have been issued upon conversion of all dilutive
potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the
equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares).
Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a
later date. Dilutive potential equity shares are determined independently for each period presented.
The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods
presented for any share splits and bonus shares issues including for changes effected prior to the approval of
the standalone financial statements by the Board of Directors.
q. Operating Cycle:
Based on the nature of products / activities of the Company and the normal time between acquisition of assets
and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months
for the purpose of classification of its assets and liabilities as current and non-current.
r. Critical accounting estimates and assumptions
The preparation of the Company''s financial statements requires management to make judgements, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the
accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions
and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or
liabilities affected in future periods.
Estimates and assumption
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year, are described below. The Company based its assumptions and estimates on
parameters available when the financial statements were prepared. Existing circumstances and assumptions
about future developments, however, may change due to market changes or circumstances arising that are
beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
(a) Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit
will be available against which the losses can be utilised. Significant management judgement is required
to determine the amount of deferred tax assets that can be recognised, based upon the likely timing
and the level of future taxable profits together with future tax planning strategies. Deferred tax assets
on unabsorbed depreciation/business loss including capital losses have been recognised to the extent
of deferred tax liabilities on taxable temporary differences available. It is expected that any reversals of
the deferred tax liability would be offset against the reversal of the deferred tax assets. The Company has
recognised deferred tax assets on unabsorbed losses to the extent of recovery expected in near future
against deferred tax liability. Further details on taxes are disclosed in Note no 13.
(b) Provisions and contingencies
The assessments undertaken in recognising provisions and contingencies have been made in accordance
with the applicable Ind AS. A provision is recognized if, as a result of a past event, the Company has a
present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow
of economic benefits will be required to settle the obligation. Where the effect of time value of money is
material, provisions are determined by discounting the expected future cash flows.
In the normal course of business, contingent liabilities may arise from litigation and other claims against
the Company. Guarantees are also provided in the normal course of business. There are certain obligations
which management has concluded, based on all available facts and circumstances, are not probable of
payment or are very difficult to quantify reliably, and such obligations are treated as contingent liabilities
and disclosed in the notes but are not reflected as liabilities in the financial statements. Although there can
be no assurance regarding the final outcome of the legal proceedings in which the Company involved, it
is not expected that such contingencies will have a material effect on its financial position or profitability
(Refer Note 28).
s. Application of New Accounting Pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31,
2025, MCA has not notified any new standards or amendments to the existing standards applicable to the
Company.
The average duration of the defined benefit plan obligation at the end of the reporting period for Gratuity is 5 years
(March 31, 2024 : 5 years).
Risk analysis
Company is exposed to a number of risks in the defined benefit plans. Most significant risks pertaining to defined
benefits plans, and management''s estimation of the impact of these risks are as follows:
Interest risk
A fall in the discount rate which is linked to the Government Security rate will increase the present value of the liability
requiring higher provisions.
Longevity risk/ Life expectancy
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of
plan participants both during and at the end of the employment.
An increase in the life expectancy of the plan participants will increase the plan liability.
Salary growth risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants.
An increase in the salary of the plan participants will increase the plan liability.
(ii) Leave encashment :
The Company has recognized amount of ? 1.63 lakhs (Previous year: ? 1.53 lakhs) as expense in the Statement of Profit
and Loss in respect of compensated absences.
The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The
Company is contesting the above demands and the management including its tax advisors believes that its position will
likely to be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings
will not have a material adverse effect on the Company''s financial position and results of operations.
Future cash outflows in respect of the above matters are determinable only on receipt of judgments / decisions pending
at various forums / authorities.
i. Demand arising on account of dispute in classification of finished goods against which Company is in appeal before
Various Appellate Authorities including courts.
ii. Towards penalty charges on account of disputed sales tax demand arising from Form 19 remaining to be submitted
to the tax authorities and other assessment.
iii. The Company has entered into tri-party agreement between itself, Holystar Natural Resources Private Limited
(Lessor) with Bank of Baroda in October 2011 for office premises on lease. The office was vacated in June 2012 and
paid the rent to the lessor until vacation of property. During the previous year, the Company has received an ex¬
party order from Mumbai Debt Recovery Tribunal for recovery an amount of ? 2,409.49 lakh in relation to aforesaid
office premises. The Company has filed miscellaneous application against an ex-party order received and stay was
granted.
iv. During the year, the Company received an order from the Commissioner of Income Tax (Appeals) (CIT Appeals) for
the various assessment proceedings conducted against the Company under sections 153A of the Income-tax Act,
1961 for the Assessment Year commencing from 2013-14 to Assessment Year 2020-21, wherein the CIT Appeals
has dropped the various additions made by the Assessing Officer based on the search and seizures conducted
by the Income Tax Department. For the matters related to addition of income/ disallowance of expenses amount
aggregating to ? 308 Lakhs wherein the CIT Appeals upheld the additions made by the Assessing Officer, the
Company has filed an appeal with the Income Tax Appellate Tribunal, Ahmedabad and is hoping to receive a
favourable order and hence no provision for the same has been made in the books of accounts and considered as
a contingent liability.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced or liquidation sale. For financial assets and financial
liabilities that are measured at fair value, the carrying amounts are equal to the fair values while fair value of borrowings
is calculated by discounting future cash flows using rates currently available for debts on similar terms, credit risk and
remaining maturities.
During the year, Total cumulative gains of ?1,032.92 lakhs (Previous year ?6,965.29 lakhs) on investment in equity shares
designated at FVTOCI have been transferred to Other Comprehensive Income.Total cumulative gains on derecognition
of equity instrument investments amounting to ?3,475.04 lakhs (?2,016.30 lakhs). The fair value of such investments on
the date of derecognition is ?11,701.28 lakhs (Previous year ?7,410.89 lakhs).
Fair value hierarchy
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity
instruments and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the
stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the
closing NAV and listed equity instruments are being valued at the closing prices on recognised stock exchange.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-
the counter derivatives) is determined using valuation techniques which maximize the use of observable market data
and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in
level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in
level 3.
There are no transfer between level 1, 2 and 3 during the year.
The Company''s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the
reporting period.
31. Financial risk management objectives and policies
The Company''s activities expose it to a variety of financial risks including credit risk, market risk and liquidity risk.
The Company''s primary risk management focus is to minimize potential adverse effects of market risk on its financial
performance. The Company''s risk management assessment and policies and processes are established to identify
and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and
compliance with the same. The Board of Directors and the Audit Committee is responsible for overseeing the Company''s
risk assessment and management policies and processes.
The Company''s financial risk management policy is set by the management. Market risk is the risk of loss of future
earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value
of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity
prices and other market changes that affect market risk sensitive instruments. The Company manages market risk which
evaluates and exercises independent control over the entire process of market risk management. The activities include
investment in mutual fund (debt and equity), Equity Shares, Debentures, Alternative Investments plans, Real Estate
Exposure through non-convertible debentures / as capital contributions in subsidiaries and other strategic investments.
The market value and future yield on debt fund will fluctuate because of changes in bank rate, RBI Policy and market
interest rates while market value of the equity instruments changes on account of performance of various industries/
investee in which the Company has made an investments. In order to optimize the Company''s position with regards
to appreciation in value of mutual fund and to manage the interest rate risk, it performs a comprehensive corporate
interest rate risk management by balancing the proportion of floating rate and accruals financial instruments in its total
portfolio.
a. 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. Financial instruments that potentially subject the Company to concentration of credit
risk consist principally of cash and bank balances, inter-corporate deposits, trade receivables, investment in securities
including portfolio management schemes and derivative instruments.
The cash resources of the Company are invested with mutual funds, equity shares on evaluation of the credit risk. By
their nature, all such financial instruments involve risks, including the credit risk of non-performance by counterparties.
Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each
counterparty.
The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s
potential failure to make payments. An impairment analysis is performed at each reporting date on an individual basis.
The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing
counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the
counterparties, taking into account their financial position, past experience and other factors.
(i) Trade 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 in which the customer operates, also has an
influence on credit risk assessment. Credit risk is managed through continuously monitoring the creditworthiness
of customers to which the Company grants credit terms in the normal course of business. An impairment analysis is
performed at each reporting date on an individual basis. The Company does not hold collateral as security for outstanding
trade receivables. The history of trade receivables shows a negligible provision for bad and doubtful debts.
The Company''s exposure to customers are not significantly identified since the Company deals with only those customers
who have good past track record.
(ii) Investments and other financial assets
The Company limits its exposure to credit risk by generally investing in liquid securities, equity shares, mutual funds
and other investments and only with counterparties that have a good credit rating. The Company does not expect any
losses from non-performance by these counter-parties, and does not have any significant concentration of exposures
to specific industry sectors. For derivative and financial instruments, the Company attempts to limit the credit risk by
only dealing with reputable banks and financial institutions having high credit-ratings assigned. The Company does
not expect any material credit risk on account of non-performance by counterparties to whom the financial assets are
receivable.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The
Company invests its surplus funds in various marketable securities and other financial instruments to ensure that
sufficient liquidity is available. The Company manages its liquidity risk by ensuring, as far as possible, that it will always
have sufficient liquidity to meet its liabilities when due. The Company requires funds both for short-term operational
needs as well as for long-term investment programmes mainly in growth projects. The Company generates sufficient
cash flows from the current operations which together with the available cash and cash equivalents and short-term
investments provide liquidity both in the short-term as well as in the long-term.
The Company also has access to a sufficient variety of sources of funding with the banks. Considering surplus funds
invested in liquid investments, the Company does not perceive any liquidity risk. The Company remains committed to
maintaining a healthy liquidity, gearing ratio, deleveraging and strengthening the balance sheet.
Maturities of financial liabilities
The tables below analyse the Company''s financial liabilities into relevant maturity groupings based on their contractual
maturities. The figures reflect the contractual undiscounted cash obligation of the Company.
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in
market rates and prices (such as interest rates, foreign currency exchange rates) or in the price of market risk-sensitive
instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-
sensitive financial instruments. The Company is exposed to market risk primarily related to foreign exchange rate risk,
interest rate risk and the market value of its investments. Thus, the Company''s exposure to market risk is a function of
investing and borrowing activities.
(i) Foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in
foreign exchange rates. The Company enters into forward exchange contracts to hedge against its foreign currency
exposures relating to the recognised underlying liabilities and firm commitments. The Company''s policy is to hedge its
exposures above predefined thresholds from recognised liabilities and firm commitments. The Company does not have
any exposure in Foreign currency and does not enter into any derivative instruments for trading or speculative purposes.
ii) Interest rate risk
The Company had long term and short term loans carrying a variable interest rate and hence loans expose the Company
to risk of changes in interest rates. The Company monitors the interest rate movement and manages the interest rate
risk based on its policies.
For details of the Company''s non-current and current borrowings, including interest rate profiles, refer to Note 10 and
14 (a) of these financial statements.
The Company''s investments in term deposits with banks are for short durations. The Company''s advances are fixed
interest bearing, and therefore do not expose the Company to significant interest rates risk.
Floating rate financial assets are largely mutual fund investments which have debt securities as underlying assets. The
returns from these financial assets are linked to market interest rate movements; however the counterparty invests in
the agreed securities with known maturity tenure and return and hence has manageable risk.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates related primarily
to the Company''s Short Term borrowings with floating interest rates.
The Company''s exposure to equity securities price risks arises from the investments held by the Company and classified
in the balance sheet through OCI or at fair value through profit or loss. The Company has given corporate guarantees
and pledged part of its investment in equity in order to fulfil the collateral requirements of the subsidiaries. The
counterparties have an obligation to return the guarantees/ securities to the Company. To manage its price risk arising
from investments in equity securities, the Company diversifies its portfolio. Diversification of portfolio is performed in
accordance with the limit set by the Company.
The Company has various debt oriented mutual funds units as well and prices are dependent upon the performance of
the underlying assets which are mainly corporate bonds/government securities. The Company regularly monitors the
performance of the mutual fund schemes.
32. Capital Management:
The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business. The Company monitors the return on capital as well as level of
dividend on its equity shares. The Company''s objective when managing capital is to maintain an optimal structure so
as to maximize shareholder''s value.
The Company is predominantly equity financed which is evident from the capital structure table. Further, the Company
has always been a net cash Company with cash and bank balances along with investment which is predominantly
investment in liquid and short term mutual funds being far in excess of debt.
In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that
it meets financial covenants attached to the borrowings that define capital structure requirements. Breaches in meeting
the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches
in the financial covenants of any long term borrowing in the current period
No changes were made in the objectives, policies or processes for managing capital during the current period.
33 As per Note 5(a) & 7(d), as at March 31,2025, outstanding loans granted to certain companies aggregate ?80,807.24
lakhs (March 31, 2024: ?75,088.35 lakhs). These loans have been granted by the Company in the ordinary course of
its business and at prevailing market interest rates with an objective of earning interest by deploying funds available
with the Company. Out of these, ?42,520.14 lakhs (March 31, 2024: ?39,687.16lakhs) have been outstanding from
related parties as stated in Note 27, Note 5(a) & Note 7(d). The company has complied the provisions of Section 185
of the act as applicable.
Remaining outstanding loans granted to others amounting to ?38,287.10 lakhs (March 31, 2024: ?35,401.19 lakhs)
have been granted to Companies, which loans have been granted in the ordinary course of the business of the
Company and interest has been charged at a rate not less than the Government Securities rate. Under the facts
and circumstances and based upon legal opinion received by the Company, the management believes that the
provisions of Section 185 of the Act are not applicable.
34 Segment Information:
a. Based on the "management approach" as defined in Ind AS 108, the Chief Operating Decision Maker (CODM)
evaluates the Company''s performance and allocates resources based upon analysis of various performance
indicators by the Operating Segments. Accordingly, information has been presented on operating segments. The
Company''s CODM constitutes of managing director, whole-time director and chief financial officer.
The Company''s operations pre-dominantly relates to Wind Energy Generation and Trading of Agriculture and
Metal Commodities. Accordingly, it identified "Wind Energy Generation" and "Trading business" as its Operating
segments. The Company''s operations are limited to India only and its all assets are domiciled in India, there are no
reportable geographical segments.
b. Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts
identifiable to each of the segments. Income and expenses, which are not directly relatable to the segments, are
shown as unallocated items. Assets and liabilities that are directly attributable or allocable to segments are disclosed
under each reportable segment. All other assets and liabilities are disclosed as Unallocable.
The accounting principles used in the preparation of the financial statements are consistently applied to record
revenue and expenditure in individual segments, and are as set out in the significant accounting policies.
As per Ind AS 108 - Operating Segments, the Company has reported ''Segment Information'' as follows:
(1) The main business segments are (i) Wind power Generation and (ii) Commodity Trading Business.
(2) Unallocable Income net of Unallocable expenses mainly includes income from investments (net), Interest and
Dividend Income, common expenses not directly attributable to any individual identified segments.
(3) Unallocable corporate assets less unallocated corporate liabilities mainly represent of investments and loans
advanced for surplus funds.
The Company operates in segments as mentioned in (1) above. Further, the Company has temporarily invested
the surplus funds from the sale of its erstwhile business into various investments which are categorised as
unallocated assets.
(iv) Information about major customers:
Considering the nature of business of Company in which it operates, it deals with various customers. The single customer
accounted for 10% or more of the revenue for the year ended March 31,2025 and March, 2024 is 88.27% '' 8065.82 lakhs
and 93.97% ''20,761.91 lakhs respectively, which is included in the trading business disclosed above.
35 The Company has not received any intimation from suppliers regarding their status under the Micro, Small and
Medium Enterprises Development (MSMEDA) Act, 2006 and hence there are no disclosures under section 22 of The
Micro, Small and Medium Enterprise Development (MSMEDA) Act, 2006 regarding:
a. Amount due and outstanding to suppliers as at the end of accounting year;
b. Interest paid during the year;
c. Interest payable at the end of the accounting year; and
d. Interest accrued and unpaid at the end of the accounting year have not been given.
38. Impairment:
During the financial year 2023-24, the Company entered into a Memorandum of Understanding (MoU) for the disposal
of windmills located in Satara, Maharashtra having a total capacity of 3 MW at ''160 lakhs.
Pending completion of various conditions for the sale of the said windmills as per MoU, the Company has measured and
presented the assets as Assets held for sale as per Indian Accounting Standard (Ind AS) 105 - Non-current Assets Held for
Sale and Discontinued Operations. Based on the MoU, the Company received ? 100 lakhs from the buyer towards the
said windmills to date which is presented as advances received, brought down the carrying value of the windmills at the
realisable value. RSGBL has sold out windmill to buyer at '' 60 Lakhs as per above MOU during the current year. The Land
of Satara windmills is still presented as Assests held for sales due to pending NOC from government.
39. Proposed Dividend:
The Board of Directors at its meeting held on May 29, 2025 have recommended payment of final dividend of ?3/-
(Previous year: ?3/-) per equity share for the financial year ended 31st March, 2025.
The above is subject to approval at the ensuing Annual General Meeting of the Company and hence it is not recognised
as a liability.
40. Additional regulatory information required by Schedule III of the Act
(a) Title deeds of immovable properties not held in name of the Company
The title deeds of all the immovable properties (other than properties where the Company is the lessee and the
lease agreements are duly executed in favor of the lessee), as disclosed in notes to the financial statements, are held
in the name of the Company.
(b) Valuation of PP&E and Intangible Assets
The Company has not revalued its property, plant and equipment or intangible assets or both during the current or
previous year.
(c) Loans or Advances in the nature of Loans granted to Promoters, Directors, Key Managerial Personnel and
Related Parties :
The Company has given Loans or Advances in the nature of Loans granted to the related parties and the details of loans
are given below :
Please Refer note 27 to identify the type of borrowers.
(d) Capital-Work-in-Progress (CWIP)
There are no capital work-in-progress as on March 31,2025 and March 31,2024.
(e) Details of benami property held:
The Company does not have any benami property held in its name. No proceedings have been initiated on or are
pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45
of 1988) and Rules made thereunder.
(f) Borrowing secured against current assets:
The Company has borrowings from banks on the basis of security of current and non-current assets. The quarterly
returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts
of the Company.
(g) Wilful defaulter:
The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government
or any government authority.
(h) Relationship with struck off companies:
The Company has no transactions with the companies struck off under the Act or Companies Act, 1956.
(i) Registration of charges or satisfaction with Registrar of Companies:
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory
period.
(j) Compliance with number of layers of companies:
The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of
the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
Notes:
1. Earning for debt service = Net profit after taxes Non-cash operating expenses like depreciation and other
amortizations Interest other adjustments like a loss on sale of Property, Plant and Equipment etc.
2. Working capital = Current assets minus Current liabilities.
3. Capital employed = Shareholders Fund Long Term Debt Deferred tax liability.
(l) Compliance with approved scheme(s) of arrangements:
The Company has not entered into any scheme of arrangement which has an accounting impact on current or
previous financial year.
(m) Utilisation of borrowed funds and share premium:
(a) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(b) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
(n) Undisclosed income:
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments
under the Income Tax Act, 1961, that has not been recorded in the books of accounts of the Company.
(o) Details of crypto currency or virtual currency:
The Company has not traded or invested in crypto currency or virtual currency during the current or previous
year.
41 Figures for the previous year have been regrouped / rearranged, wherever necessary, to conform to current year''s
classification.
In terms of our report attached For and on behalf of Board of Directors of
For Batliboi & Purohit RIDDHI SIDDHI GLUCO BIOLS LIMITED
Chartered Accountants
Firm''s Registration Number : 101048W
Parag Hangekar Ganpatraj L. Chowdhary Siddharth G. Chowdhary
Partner Managing Director Whole-time Director
Membership No. 110096 DIN - 00344816 DIN - 01798350
Mukesh Samdaria Sharad Jain
Chief Financial Officer Company Secretary
Place: Mumbai Place: Ahmedabad
Date: May 29, 2025 Date: May 29, 2025
Mar 31, 2024
o. Provisions and contingencies:
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
p. Earnings per equity share:
Basic earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares outstanding during the period. Diluted earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares considered for deriving basic earnings per equity share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.
The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any share splits and bonus shares issues including for changes effected prior to the approval of the standalone financial statements by the Board of Directors.
q. Operating Cycle:
Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.
r. Critical accounting estimates and assumptions
The preparation of the Company''s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Estimates and assumption
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
(a) Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Deferred tax assets on unabsorbed depreciation/business loss including capital losses have been recognised to the extent of deferred tax liabilities on taxable temporary differences available. It is expected that any reversals of the deferred tax liability would be offset against the reversal of the deferred tax assets. The Company has recognised deferred tax assets on unabsorbed losses to the extent of recovery expected in near future against deferred tax liability. Further details on taxes are disclosed in Note no 13.
(b) Provisions and contingencies
The assessments undertaken in recognising provisions and contingencies have been made in accordance with the applicable Ind AS. A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Where the effect of time value of money is material, provisions are determined by discounting the expected future cash flows.
In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Guarantees are also provided in the normal course of business. There are certain obligations which management has concluded, based on all available facts and circumstances, are not probable of payment or are very difficult to quantify reliably, and such obligations are treated as contingent liabilities and disclosed in the notes but are not reflected as liabilities in the financial statements. Although there can be no assurance regarding the final outcome of the legal proceedings in which the Company involved, it is not expected that such contingencies will have a material effect on its financial position or profitability (Refer Note 28).
s. Application of New Accounting Pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
The average duration of the defined benefit plan obligation at the end of the reporting period for Gratuity is 12 years (March 31, 2023 : 12 years).
Risk analysis
Company is exposed to a number of risks in the defined benefit plans. Most significant risks pertaining to defined benefits plans, and management''s estimation of the impact of these risks are as follows:
Interest risk
A fall in the discount rate which is linked to the Government Security rate will increase the present value of the liability requiring higher provisions.
Longevity risk/ Life expectancy
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and at the end of the employment.
An increase in the life expectancy of the plan participants will increase the plan liability.
Salary growth risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. An increase in the salary of the plan participants will increase the plan liability.
(ii) Leave encashment :
The Company has recognized amount of ? 1.53 lakhs (Previous year: ? 2.61 lakhs) as expense in the Statement of Profit and Loss in respect of compensated absences.
The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company is contesting the above demands and the management including its tax advisors believes that its position will likely to be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company''s financial position and results of operations.
Future cash outflows in respect of the above matters are determinable only on receipt of judgments / decisions pending at various forums / authorities.
i. Demand arising on account of dispute in classification of finished goods against which Company is in appeal before Various Appellate Authorities including courts.
ii. Towards penalty charges on account of disputed sales tax demand arising from Form 19 remaining to be submitted to the tax authorities and other assessment.
iii. The Company has entered into tri-party agreement between itself, Holystar Natural Resources Private Limited (Lessor) with Bank of Baroda in October 2011 for office premises on lease. The office was vacated in June 2012 and paid the rent to the lessor until vacation of property. During the previous year, the Company has received an exparty order from Mumbai Debt Recovery Tribunal for recovery an amount of ? 2,409.49 lakh in relation to aforesaid office premises. The Company has filed miscellaneous application against an ex-party order received and stay was granted.
iv. During the year, the Company received an order from the Commissioner of Income Tax (Appeals) (CIT Appeals) for the various assessment proceedings conducted against the Company under sections 153A of the Income-tax Act, 1961 for the Assessment Year commencing from 2013-14 to Assessment Year 2020-21, wherein the CIT Appeals has dropped the various additions made by the Assessing Officer based on the search and seizures conducted by the Income Tax Department. For the matters related to addition of income/ disallowance of expenses amount aggregating to ? 308 Lakhs wherein the CIT Appeals upheld the additions made by the Assessing Officer, the Company has filed an appeal with the Income Tax Appellate Tribunal, Ahmedabad and is hoping to receive a favourable order and hence no provision for the same has been made in the books of accounts and considered as a contingent liability.
The management assessed that the fair values of cash and cash equivalents, other bank balances, loans, trade receivables, other current financial assets, trade payables and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. For financial assets and financial liabilities that are measured at fair value, the carrying amounts are equal to the fair values while fair value of borrowings is calculated by discounting future cash flows using rates currently available for debts on similar terms, credit risk and remaining maturities.
Fair value hierarchy
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV and listed equity instruments are being valued at the closing prices on recognised stock exchange.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
31. Financial risk management objectives and policies
The Company''s activities expose it to a variety of financial risks including credit risk, market risk and liquidity risk. The Company''s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company''s risk management assessment and policies and processes are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. The Board of Directors and the Audit Committee is responsible for overseeing the Company''s risk assessment and management policies and processes.
The Company''s financial risk management policy is set by the management. Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. The Company manages market risk which evaluates and exercises independent control over the entire process of market risk management. The activities include investment in mutual fund (debt and equity), Equity Shares, Debentures, Alternative Investments plans, Real Estate Exposure through non-convertible debentures / as capital contributions in subsidiaries and other strategic investments. The market value and future yield on debt fund will fluctuate because of changes in bank rate, RBI Policy and market interest rates while market value of the equity instruments changes on account of performance of various industries/investee in which the Company has made an investments. In order to optimize the Company''s position with regards to appreciation in value of mutual fund and to manage the interest rate risk, it performs a comprehensive
corporate interest rate risk management by balancing the proportion of floating rate and accruals financial instruments in its total portfolio.
a. 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. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and bank balances, inter-corporate deposits, trade receivables, investment in securities including portfolio management schemes and derivative instruments.
The cash resources of the Company are invested with mutual funds, equity shares on evaluation of the credit risk. By their nature, all such financial instruments involve risks, including the credit risk of non-performance by counterparties. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty.
The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments. An impairment analysis is performed at each reporting date on an individual basis.
The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
(i) Trade 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 in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. An impairment analysis is performed at each reporting date on an individual basis. The Company does not hold collateral as security for outstanding trade receivables. The history of trade receivables shows a negligible provision for bad and doubtful debts.
The Company''s exposure to customers are not significantly identified since the Company deals with only those customers who have good past track record.
(ii) Investments and other financial assets
The Company limits its exposure to credit risk by generally investing in liquid securities, equity shares, mutual funds and other investments and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counter-parties, and does not have any significant concentration of exposures to specific industry sectors. For derivative and financial instruments, the Company attempts to limit the credit risk by only dealing with reputable banks and financial institutions having high credit-ratings assigned. The Company does not expect any material credit risk on account of non-performance by counterparties to whom the financial assets are receivable.
Credit risk from balances with banks and financial institutions is managed by the management in such a manner that it is exposed to the lowest possible risk. None of the Company''s cash equivalents, including term deposits with banks, were past due or impaired as at March 31, 2024.
b. Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company invests its surplus funds in various marketable securities and other financial instruments to ensure that sufficient liquidity is available. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. The Company requires funds both for shortterm operational needs as well as for long-term investment programmes mainly in growth projects. The Company generates sufficient cash flows from the current operations which together with the available cash and cash equivalents and short-term investments provide liquidity both in the short-term as well as in the long-term.
The Company also has access to a sufficient variety of sources of funding with the banks. Considering surplus funds invested in liquid investments, the Company does not perceive any liquidity risk. The Company remains committed to maintaining a healthy liquidity, gearing ratio, deleveraging and strengthening the balance sheet.
Maturities of financial liabilities
The tables below analyse the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities. The figures reflect the contractual undiscounted cash obligation of the Company.
c. Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates, foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of its investments. Thus, the Company''s exposure to market risk is a function of investing and borrowing activities.
(i) Foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. The Company enters into forward exchange contracts to hedge against
(ii) Interest rate risk
The Company had long term and short term loans carrying a variable interest rate and hence loans expose the Company to risk of changes in interest rates. The Company monitors the interest rate movement and manages the interest rate risk based on its policies.
For details of the Company''s non-current and current borrowings, including interest rate profiles, refer to Note 10 and 14 (a) of these financial statements.
The Company''s investments in term deposits with banks are for short durations. The Company''s advances are fixed interest bearing, and therefore do not expose the Company to significant interest rates risk.
Floating rate financial assets are largely mutual fund investments which have debt securities as underlying assets. The returns from these financial assets are linked to market interest rate movements; however the counterparty invests in the agreed securities with known maturity tenure and return and hence has manageable risk.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates related primarily to the Company''s Short Term borrowings with floating interest rates.
(iii) Equity risk
The Company''s exposure to equity securities price risks arises from the investments held by the Company and classified in the balance sheet through OCI or at fair value through profit or loss. The Company has given corporate guarantees and pledged part of its investment in equity in order to fulfil the collateral requirements of the subsidiaries. The counterparties have an obligation to return the guarantees/ securities to the Company. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of portfolio is performed in accordance with the limit set by the Company.
The Company is predominantly equity financed which is evident from the capital structure table. Further, the Company has always been a net cash Company with cash and bank balances along with investment which is predominantly investment in liquid and short term mutual funds being far in excess of debt.
In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings
There have been no breaches in the financial covenants of any long term borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the current period.
33. As per Note 5(a) & 7(d), as at March 31,2024, outstanding loans granted to certain companies aggregate ?75,088.35 lakhs (March 31, 2023: ?76,557.08 lakhs). These loans have been granted by the Company in the ordinary course of its business and at prevailing market interest rates with an objective of earning interest by deploying funds available with the Company. Out of these, ?39,687.16 lakhs (March 31, 2023: ? 36,583.61 lakhs) have been outstanding from related parties as stated in Note 27, Note 5(a) & Note 7(d). The company has complied the provisions of Section 185 of the act as applicable.
Remaining outstanding loans granted to others amounting to ?35,401.19 lakhs (March 31,2023: ?39,973.47 lakhs) have been granted to Companies, which loans have been granted in the ordinary course of the business of the Company and interest has been charged at a rate not less than the Government Securities rate. Under the facts and circumstances and based upon legal opinion received by the Company, the management believes that the provisions of Section 185 of the Act are not applicable.
34. Segment Information:
Based on the "management approach" as defined in Ind AS 108, the Chief Operating Decision Maker (CODM) evaluates the Company''s performance and allocates resources based upon analysis of various performance indicators by the Operating Segments. Accordingly, information has been presented on operating segments. The Company''s CODM constitutes of managing director, whole-time director and chief financial officer.
a. The Company''s operations pre-dominantly relates to Wind Energy Generation and Trading of Agriculture and Metal Commodities. Accordingly, it identified "Wind Energy Generation" and "Trading business" as its Operating segments. The Company''s operations are limited to India only and its all assets are domiciled in India, there are no reportable geographical segments.
b. Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments. Income and expenses, which are not directly relatable to the segments, are shown as unallocated items. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as Unallocable.
The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments, and are as set out in the significant accounting policies.
As per Ind AS 108 - Operating Segments, the Company has reported ''Segment Information'' as follows:
(1) The main business segments are (i) Wind power Generation and (ii) Commodity Trading Business.
(2) Unallocable Income net of Unallocable expenses mainly includes income from investments (net), Interest and Dividend Income, common expenses not directly attributable to any individual identified segments.
(3) Unallocable corporate assets less unallocated corporate liabilities mainly represent of investments and loans advanced for surplus funds.
The Company operates in segments as mentioned in (1) above. Further, the Company has temporarily invested the surplus funds from the sale of its erstwhile business into various investments which are categorised as unallocated assets."
39. Proposed Dividend:
The Board of Directors at its meeting held on May 20, 2024 have recommended payment of final dividend of ?3/-(Previous year: ?1.50/-) per equity share for the financial year ended 31st March, 2024.
The above is subject to approval at the ensuing Annual General Meeting of the Company and hence it is not recognised as a liability.
40. Additional regulatory information required by Schedule III of the Act
(a) Title deeds of immovable properties not held in name of the Company
The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee), as disclosed in notes to the financial statements, are held in the name of the Company.
(b) Valuation of PP&E and Intangible Assets
The Company has not revalued its property, plant and equipment or intangible assets or both during the current or previous year.
(c) Loans or Advances in the nature of Loans granted to Promoters, Directors, Key Managerial Personnel and Related Parties :
The Company has given Loans or Advances in the nature of Loans granted to the related parties and the details of loans are given below :
(d) Capital-Work-in-Progress (CWIP)
There are no capital work-in-progress as on March 31,2024 and March 31,2023.
(e) Details of benami property held:
The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(f) Borrowing secured against current assets:
The Company has borrowings from banks on the basis of security of current and non-current assets. The quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts of the Company.
(g) Wilful defaulter:
The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority.
(h) Relationship with struck off companies:
The Company has no transactions with the companies struck off under the Act or Companies Act, 1956/2013.
(i) Registration of charges or satisfaction with Registrar of Companies:
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
Notes:
1. Earning for debt service = Net profit after taxes Non-cash operating expenses like depreciation and other amortizations Interest other adjustments like a loss on sale of Property, Plant and Equipment etc.
2. Working capital = Current assets minus Current liabilities.
3. Capital employed = Shareholders Fund Long Term Debt Deferred tax liability.
(l) Compliance with approved scheme(s) of arrangements:
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(m) Utilisation of borrowed funds and share premium:
(a) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(b) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
(n) Undisclosed income:
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of accounts of the Company.
(o) Details of crypto currency or virtual currency:
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
41. Figures for the previous year have been regrouped / rearranged, wherever necessary, to conform to current year''s classification.
In terms of our report attached For and on behalf of Board of Directors of
For Batliboi & Purohit RIDDHI SIDDHI GLUCO BIOLS LIMITED
Chartered Accountants
Firm''s Registration Number : 101048W
Parag Hangekar Ganpatraj L. Chowdhary Siddharth G. Chowdhary
Partner Managing Director Whole-time Director
Membership No. 110096 DIN - 00344816 DIN - 01798350
Mukesh Samdaria Sharad Jain
Chief Financial Officer Company Secretary
Place: Mumbai Place: Ahmedabad
Date: May 20, 2024 Date: May 20, 2024
Mar 31, 2023
(i) The Company has invested '' 3,000 lakhs (Previous Year : '' 2,990 lakhs) in 300 number (Previous Year : 299 numbers) of Zero Coupon Non-Convertible Debentures (ZCD''s) of ? 10 lakh each having zero coupon rate in the subsidiary Shree Rama Newsprint Limited on May 7, 2018, which are redeemable on August 16, 2027.
The said ZCD''s were issued onzero coupon rate, therefore the same has been valued by discounting the future cash flows to present value based on market rate for a comparable instrument and the amount of '' 1,596 lakhs was accounted for as an equity component of investment.
(ii) The Company has invested '' 35,000 lakhs in 3,50,00,000 number of Non-convertible,Cumulative, Non-Participating, Redeemable Preference Shares having Face Valueof '' 100 each having 10% rate in the subsidiary Shree Rama Newsprint Limited, which are redeemable after 10 years. Refer Note 33(b).
(iii) The Company has pledged various equity shares for borrowing facilities sanctioned for the Company and its subsidiary Company, Shree Rama Newsprint Limited.
Since all the above loans given by the company are unsecured and considered good, the bifurcation of loan in other categories as required by Schedule III of Companies Act 2013 viz: a) secured, b) loans which have significant increase in credit risk and c) credit impaired is not applicable.
(ii) Rights, Preferences and Restrictions attached to equity share:
The Company has only one class of equity shares having a par value of ? 10 per share. Each holder of equity share is eligible for one vote per share. The dividend, if any,proposed by the Board of Directors of the Company 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. The Company declares and pays dividend in Indian rupees.
The description of the nature and purpose of each reserve within equity is as follows:
General Reserve is a free reserve created by the Company by transfer from Retained earnings for appropriation purposes.
b. Capital redemption reserve
Capital Redemption Reserve is created for redemption of equity shares and preference shares from its retained earnings. The amount in Capital Redemption Reserve is equal to nominal amount of the shares redeemed. Capital Redemption Reserve may be applied by the Company in paying up unissued shares of the Company to be issued to shareholders of the Company as fully paid bonus shares.
(a) Working capital Term Loan of ? 309 Lakhs is payable in 48 months in equal installments after completion of moratorium period of 12 months from the date of disbursement. The loan is approved under Guaranteed Emergency Credit Line 2.0. Loan is secured against exclusive charge on current asset finance through this loan.
(b) Vehicle loans are secured by hypothecation of the vehicle financed by the Bank and carries an interest rate 7.50% p.a.
Details of security and terms for the secured / unsecured borrowings:
(a) The Company has working capital loan, which is secured against hypothecation of stock and book debts apart from personal guarantee of Directors. It carries an interest rate in the range of 7.25% to 10.80% p.a.
(b) The Company has created lien on certain equity shares as at March 31, 2023 and It carries an interest rate in the range of 6.85% to 8.85% p.a.
(c) Inter Corporate Deposits from others carry an interest rate of 10.00% p. a.
(a) Defined Benefit Plans
The Company offers the following employee benefit schemes to its employees.
(i) Gratuity: The Company has a defined benefit gratuity plan. Every employee gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is non-funded.
The sensitivity analysis above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the method (Projected Unit Credit Method) used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.
The average duration of the defined benefit plan obligation at the end of the reporting period for Gratuity is 12 years (March 31,2022 : 16 years).
Risk analysis
Company is exposed to a number of risks in the defined benefit plans. Most significant risks pertaining to defined benefits plans, and management''s estimation of the impact of these risks are as follows:
A fall in the discount rate which is linked to the Government Security rate will increase the present value of the liability requiring higher provisions.
Longevity risk/ Life expectancy
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and at the end of the employment. An increase in the life expectancy of the plan participants will increase the plan liability.
Salary growth risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. An increase in the salary of the plan participants will increase the plan liability.
The Company has recognized amount of '' 2.61 lakhs (Previous year: '' 2.72 lakhs) as expense in the Statement of Profit and Loss in respect of compensated absences.
The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company is contesting the above demands and the management including its tax advisors believes that its position will likely to be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company''s financial position and results of operations.
Future cash outflows in respect of the above matters are determinable only on receipt of judgments / decisions pending at various forums / authorities.
i. Demand arising on account of dispute in classification of finished goods against which Company is in appeal before Various Appellate Authorities including courts.
ii. Towards penalty charges on account of disputed sales tax demand arising from Form 19 remaining to be submitted to the tax authorities and other assessment.
iii. The Company has entered into tri-party agreement between itself, Holystar Natural Resources Private Limited(Lessor)with Bank of Baroda in October2011 for office premises on lease. The office was vacated in June 2012 and paid the rent to the lessor until vacation of property. During the previous year, the Company has received an ex-party order from Mumbai Debt Recovery Tribunal for recovery an amount of '' 2,409.49 lakh in relation to aforesaid office premises. The Company has filed miscellaneous application against an ex-party order received and stay was granted.
iv. The assessment proceeding u/s 153A/ 153C of the Income Tax Act against the Company along with other group companies/LLP''s and promoters are completed. In respect of the completed assessment orders management has filed appeals against the said orders with CIT(Appeals) and the Management is of the opinion that there won''t be any liability in this regards and accordingly the demand of '' 1,846.47 lakhs raised by the Income tax authorities
(A) This note provides an analysis of the Company''s income tax expense and related disclosures as required by Ind AS 12 - Income Taxes:
Tax losses includes business losses, short-term and long-term capital loss that can be carried forward under Income Tax Act, 1961 up to eight assessment years immediately succeeding the assessment year for which the loss was first computed and include unabsorbed depreciation which can be carried forward to indefinite period.
Deferred tax assets have been recognised as short-term capital losses as it is probable that future taxable profits will be available against which these assets can be realised.
4. The assessment proceeding u/s 153A/ 153C of the Income Tax Act against the Company along with other group companies/LLP''s and promoters are completed. In respect of the completed assessment orders management has filed appeals against the said orders with CIT(Appeals) and the Management is of the opinion that there won''t be any liability in this regards and accordingly the demand in current finacial year of ? 1846.47 lakhs (previous financial year: ? 2,116 lakhs) raised by the Income tax authorities is considered as contingent liability.
5. The Government of India, on September 20, 2019 vide the taxation law (Amendments) ordinance, 2019 inserted new section 115BAA in the Income Tax Act, 1961 which provides an option to the Indian companies for paying tax at lower tax of 25.17% (inclusive of surcharge and cess) as per provisions / conditions defined in the said section. During the Quarter ended December 2020, the Company has reassessed its estimated future cash flows and tax liabilities having regard to current level of operations under pandemic, and has exercised the aforesaid option at the time of filing of Income Tax return for Assessment Year 2020-21. Consequently, Deferred tax asset pertaining to MAT credit of ? 2,706.36 lakhs, being no longer available and excess provision for income tax of ? 823.02 lakhs had been reversed upon Company availing the said option.
The management assessed that the fair values of cash and cash equivalents, other bank balances, loans, trade receivables, other current financial assets, trade payables and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. For financial assets and financial liabilities that are measured at fair value, the carrying amounts are equal to the fair values while fair value of borrowings is calculated by discounting future cash flows using rates currently available for debts on similar terms, credit risk and remaining maturities.
Fair value hierarchy
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV and listed equity instruments are being valued at the closing prices on recognised stock exchange.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
There are no transfer between level 1,2and 3 during the year.
The Company''s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
Special valuation techniques used to value financial instruments include:
⢠the use of quoted market prices or dealer quotes of similar instruments
⢠the fair value of the interest rate swap is calculated as the present value of the estimated future cash flows based on observable yield curves
⢠the fair value of the principal rate swap is determined using the forward exchange rate prevailing as at the balance sheet date.
⢠the fair value of the investments in Private and Other funds is determined using the fair value of the underlying assets.
31. Financial risk management objectives and policies
The Company''s activities expose it to a variety of financial risks including credit risk, market risk and liquidity risk. The Company''s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company''s risk management assessment and policies and processes are established
to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. The Board of Directors and the Audit Committee is responsible for overseeing the Company''s risk assessment and management policies and processes.
The Company''s financial risk management policy is set by the management. Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. The Company manages market risk which evaluates and exercises independent control over the entire process of market risk management. The activities include investment in mutual fund (debt and equity), Equity Shares, Debentures, Alternative Investments plans, Real Estate Exposure through non-convertible debentures / as capital contributions in subsidiaries and other strategic investments. The market value and future yield on debt fund will fluctuate because of changes in bank rate, RBI Policy and market interest rates while market value of the equity instruments changes on account of performance of various industries/investee in which the Company has made an investments. In order to optimize the Company''s position with regards to appreciation in value of mutual fund and to manage the interest rate risk, it performs a comprehensive corporate interest rate risk management by balancing the proportion of floating rate and accruals financial instruments in its total portfolio.
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. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and bank balances, inter-corporate deposits, trade receivables,investment in securities including portfolio management schemes and derivative instruments.
The cash resources of the Company are invested with mutual funds, equity shares on evaluation of the credit risk. By their nature, all such financial instruments involve risks, including the credit risk of non-performance by counterparties. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty.
The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments. An impairment analysis is performed at each reporting date on an individual basis.
The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
(i) Trade 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 in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. An impairment analysis is performed at each reporting date on an individual basis. The Company does not hold collateral as security for outstanding trade receivables. The history of trade receivables shows a negligible provision for bad and doubtful debts.
The Company''s exposure to customers are not significantly identified since the Company deals with only those customers who have good past track record.
(ii) Investments and other financial assets
The Company limits its exposure to credit risk by generally investing in liquid securities, equity shares, mutual funds and other investments and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counter-parties, and does not have any significant concentration of exposures to specific industry sectors. For derivative and financial instruments, the Company attempts to limit the credit risk by only dealing with reputable banks and financial institutions having high credit-ratings assigned. The Company does not expect any material credit risk on account of non-performance by counterparties to whom the financial assets are receivable.
Credit risk from balances with banks and financial institutions is managed by the management in such a manner that it is exposed to the lowest possible risk. None of the Company''s cash equivalents, including term deposits with banks, were past due or impaired as at March 31,2023.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company invests its surplus funds in various marketable securities and other financial instruments to ensure that sufficient liquidity is available. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. The Company requires funds both for shortterm operational needs as well as for long-term investment programmes mainly in growth projects. The Company generates sufficient cash flows from the current operations which together with the available cash and cash equivalents and short-term investments provide liquidity both in the short-term as well as in the long-term.
The Company also has access to a sufficient variety of sources of funding with the banks. Considering surplus funds invested in liquid investments, the Company does not perceive any liquidity risk. The Company remains committed to maintaining a healthy liquidity, gearing ratio, deleveraging and strengthening the balance sheet.
Maturities of financial liabilities
The tables below analyse the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities. The figures reflect the contractual undiscounted cash obligation of the Company.
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates, foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of its investments. Thus, the Company''s exposure to market risk is a function of investing and borrowing activities.
(i) Foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. The Company enters into forward exchange contracts to hedge against its foreign currency exposures relating to the recognised underlying liabilities and firm commitments. The Company''s policy is to hedge its exposures above predefined thresholds from recognised liabilities and firm commitments. The Company does not enter into any derivative instruments for trading or speculative purposes.
The Company had long term and short termloans carrying a variable interest rate and hence loans expose the Company to risk of changes in interest rates. The Company monitors the interest rate movement and manages the interest rate risk based on its policies.
For details of the Company''s non-current and current borrowings, including interest rate profiles, refer to Note 11 and 15(a) of these financial statements.
The Company''s investments in term deposits with banks are for short durations. The Company''s advances are fixed interest bearing, and therefore do not expose the Company to significant interest rates risk.
Floating rate financial assets are largely mutual fund investments which have debt securities as underlying assets. The returns from these financial assets are linked to market interest rate movements; however the counterparty invests in the agreed securities with known maturity tenure and return and hence has manageable risk.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates related primarily to the Company''s Short Term borrowings with floating interest rates.
The Company''s exposure to equity securities price risks arises from the investments held by the Company and classified in the balance sheet through OCI or at fair value through profit or loss. The Company has given corporate guarantees and pledged part of its investment in equity in order to fulfil the collateral requirements of the subsidiaries. The counterparties have an obligation to return the guarantees/ securities to the Company. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of portfolio is performed in accordance with the limit set by the Company.
The Company has various debt oriented mutual funds units as well and prices are dependent upon the performance of the underlying assets which are mainly corporate bonds/government securities. The Company regularly monitors the performance of the mutual fund schemes.
The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Company monitors the return on capital as well as level of dividend on its equity shares. The Company''s objective when managing capital is to maintain an optimal structure so as to maximize shareholder''s value.
The Company is predominantly equity financed which is evident from the capital structure table. Further, the Company has always been a net cash Company with cash and bank balances along with investment which is predominantly investment in liquid and short term mutual funds being far in excess of debt.
In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any long term borrowing in the current period
No changes were made in the objectives, policies or processes for managing capital during the current period.
33(a) As per Note 5(a) & 8(d), as at March 31, 2023, outstanding loans granted to certain companies aggregate '' 76,557.08 lakhs (March 31, 2022: ? 1,04,768.12 lakhs). These loans have been granted by the Company in the ordinary course of its business and at prevailing market interest rates with an objective of earning interest by deploying funds available with the Company. Out of these, '' 36,583.61 lakhs (March 31, 2022: ? 70,394.73 lakhs) have been outstanding from related parties as stated in Note 28, Note 5(a) & Note 8(d). The company has complied the provisions of Section 185 of the act as applicable.
Remaining outstanding loans granted to others amounting to '' 39,973.47 lakhs (March 31, 2022: '' 34,373.39 lakhs) have been granted to Companies, which loans have been granted in the ordinary course of the business of the Company and interest has been charged at a rate not less than the Government Securities rate. Under the facts and circumstances and based upon legal opinion received by the Company, the management believes that the provisions of Section 185 of the Act are not applicable.
(b) During the quarter ended March 31, 2023, the Company subscribed to the issue of 3,50,00,000, 10% Nonconvertible, Cumulative Non-Participating Redeemable Preference Shares (NCRPS) having face value of ? 100/-each of M/s Shree Rama Newsprint Limited (Subsidiary Company), for a cash consideration amounting to ? 35,000 Lakhs. The said infusion of funds by the Company has been utilised by the Subsidiary Company for its repayment of outstanding Inter Corporate Deposits given by the Company.
a. Based on the "management approach" as defined in Ind AS 108, the Chief Operating Decision Maker (CODM) evaluates the Company''s performance and allocates resources based upon analysis of various performance indicators by the Operating Segments. Accordingly, information has been presented on operating segments. The Company''s CODM constitutes of managing director, whole-time director and chief financial officer.
The Company''s operations pre-dominantly relates to Wind Energy Generation and Trading of Agriculture and Metal Commodities. Accordingly, it identified "Wind Energy Generation" and "Trading business" as its Operating segments. The Company''s operations are limited to India only and its all assets are domiciled in India, there are no reportable geographical segments.
b. Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments. Income and expenses, which are not directly relatable to the segments, are shown as unallocated items. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as Unallocable.
The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments, and are as set out in the significant accounting policies.
As per Ind AS 108 - Operating Segments, the Company has reported ''Segment Information'' as follows:
(1) The main business segments are (i) Wind power Generation and (ii) Commodity Trading Business.
(2) Unallocable Income net of Unallocable expenses mainly includes income from investments (net), Interest and Dividend Income, common expenses not directly attributable to any individual identified segments.
(3) Unallocable corporate assets less unallocated corporate liabilities mainly represent of investments and loans advanced for surplus funds.
The Company operates in segments as mentioned in (1) above. Further, the Company has temporarily invested the surplus funds from the sale of its erstwhile business into various investments which are categorised as unallocated assets.
c. Segment Information in terms of Indian Accounting Standard 108 - Operating Segments for the year ended March 31, 2023 and March 31,2022 is as below:
@ Other than financial assets.
(iv) Information about major customers:
Considering the nature of business of Company in which it operates, it deals with various customers. The single customer accounted for 10% or more of the revenue for the year ended March 31,2023 and March, 2022 is 87.95% '' 11,102.58 lakhs and 77.03% ('' 3,386.82 lakhs) respectively, which is included in the trading business disclosed above.
35. The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development (MSMEDA) Act, 2006 and hence there are no disclosures under section 22 of The Micro, Small and Medium Enterprise Development (MSMEDA) Act, 2006 regarding:
a. Amount due and outstanding to suppliers as at the end of accounting year;
b. Interest paid during the year;
c. Interest payable at the end of the accounting year; and
d. Interest accrued and unpaid at the end of the accounting year have not been given.
38. The Company has made investments in two LLPs namely Riddhi Siddhi Estate Creators LLP and Riddhi Siddhi Infraspace LLP which are in the business of real estate development. The Company has assessed that it exercises control over these LLPs and have accordingly classified them as subsidiaries. Other income includes gain/(loss) from share of LLP of '' Nil(Previous year '' 2323.45 lakhs). With effect from December 31, 2021, Both LLPs cease to be subsidiary of Riddhi Siddhi Gluco Biols Limited pursuant to withdrawal of all its investments in to LLPs.
The Board of Directors at its meeting held on May 29, 2023 have recommended payment of final dividend of ''1.50/- ( Previous year: '' 1/-) per equity share for the financial year ended 31st March, 2023.
The above is subject to approval at the ensuing Annual General Meeting of the Company and hence it is not recognised as a liability.
40. Additional regulatory information required by Schedule III of the Act
(a) Title deeds of immovable properties not held in name of the Company
The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee), as disclosed in notes to the financial statements, are held in the name of the Company.
(b) Valuation of PP&E and Intangible Assets
The Company has not revalued its property, plant and equipment or intangible assets or both during the current or previous year.
(c) Loans or Advances in the nature of Loans granted to Promoters, Directors, Key Managerial Personnel and Related Parties :
The Company has given Loans or Advances in the nature of Loans granted to the related parties and the details of loans are given below :
Please Refer note 27 to identify the type of borrower.
(d) Capital-Work-in-Progress (CWIP)
There are no capital work-in-progress as on March 31,2023 and March 31,2022.
(e) Details of benami property held:
The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(f) Borrowing secured against current assets:
The Company has borrowings from banks on the basis of security of current and non-current assets. The quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts of the Company.
(g) Wilful defaulter:
The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority.
(h) Relationship with struck off companies:
The Company has no transactions with the companies struck off under the Act or Companies Act, 1956.
(i) Registration of charges or satisfaction with Registrar of Companies:
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
(j) Compliance with number of layers of companies:
The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
1. Earning for debt service = Net profit after taxes Non-cash operating expenses like depreciation and other amortizations Interest other adjustments like a loss on sale of Property, Plant and Equipment etc.
2. Working capital = Current assets minus Current liabilities.
3. Capital employed = Shareholders Fund Total debt Deferred tax liability.
(l) Compliance with approved scheme(s) of arrangements:
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(m) Utilisation of borrowed funds and share premium:
(a) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(b) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of accounts of the Company.
(o) Details of crypto currency or virtual currency:
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
41. Figures for the previous year have been regrouped / rearranged, wherever necessary, to conform to current year''s classification.
Mar 31, 2018
1. Corporate information:
Riddhi Siddhi Gluco Biols Limited (âthe Companyâ) is a public limited company incorporated and domiciled in India. It is engaged in the business of generation and selling power through windmill and in business of trading in agriculture and metal commodity items. The Company has sold Corn Processing Business during FY 2011-12, and invested the sale proceeds realized into various treasury instruments to optimize the return on surplus / idle funds. The Companyâs equity share is listed on the Bombay Stock Exchange. The Company became the Subsidiary of the Creelotex Engineers Private Limited on March 31, 2017.
The standalone financial statements are approved for issue by the Companyâs Board of Directors on May 30, 2018.
2. Statement of Compliance and Basis of Preparation:
The financial statements have been prepared on a historical cost convention on the accrual basis except for the certain financial assets and liabilities measured at fair value, the provisions of the Companies Act, 2013 to the extent notified (âthe Actâ) and guidelines issued by the Securities and Exchange Board of India (SEBI).
Accounting policies were consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standards requires a change in the accounting policy hitherto in use.
These financial statements comprising of Balance Sheet, Statement of Profit and Loss including other comprehensive income, Statement of Changes in Equity and Statement of Cash Flows as at March 31, 2018 have been prepared in accordance with Ind AS as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.
Rounding of amounts
The financial statements are presented in Indian Rupee (âINRâ) and all values are rounded to the nearest lakhs as per the requirement of Schedule III, except when otherwise indicated. Figures less than Rs.50,000 which are required to be shown separately, have been shown actual in brackets
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these standalone financial statements is determined on such a basis, except for leasing transactions that are within the scope of Ind AS 17, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in Ind AS 2 or value in use in Ind AS 36.
In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
- Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
- Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
- Level 3 inputs are unobservable inputs for the asset or liability.
(ii) Rights, Preferences and Restrictions attached to equity share:
The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity share is eligible for one vote per share. The dividend, if any, proposed by the Board of Directors of the Company 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. The Company declares and pays dividend in Indian rupees.
The description of the nature and purpose of each reserve within equity is as follows:
a. General reserve
General Reserve is a free reserve created by the Company by transfer from Retained earnings for appropriation purposes.
b. Capital redemption reserve
Capital Redemption Reserve is created for redemption of equity shares from its retained earnings. The amount in Capital Redemption Reserve is equal to nominal amount of the equity shares redeemed. Capital Redemption Reserve may be applied by the Company in paying up unissued shares of the Company to be issued to shareholders of the Company as fully paid bonus shares.
Notes :
(A) ECB in USD carries an interest rate of LIBOR 3.084% p.a. and are secured against the windmills and certain mutual funds of the Company. The Company has taken currency coupon and Principal swap contracts for hedging the variable coupon and Exchange rate into fixed.
ECB in JPY carries an interest rate of LIBOR 2.00% p.a. and are secured against the windmills and certain mutual funds of the Company.
ECB of JPY 237,250,000 is payable in 5 half yearly installments and ECB of USD 6,666,667 is payable in 6 half yearly installments from period end date.
(B) The Company has only one class of preference shares i.e. Non Cumulative Redeemable Preference Shares of Rs.10 per share. Such shares shall confer on the holders thereof, the right to a 8% preferential dividend from the date of allotment. The preference shareholders are entitled to have 8% preference dividend, in case there is a profit until it is waived by them in writing. Such shares shall rank for capital and dividend and for repayment of capital on winding up, pari passu inter se and in priority to the Equity Shares of the Company, but shall not confer any further or other right to participate either in profits or assets.
The terms of redemption of Preference Share Capital at face value is extended by two years from November 2017 to November 2019 during the year. The Preference Share Capital had original maturity period of 7 years which was extended over a period of time, and again by two years from November 2017 to November 2019.
Details of security and terms for the secured / unsecured borrowings:
(a) The Company has created lien on certain debt mutual funds and equity shares as at March 31, 2018.
(b) The Company has working capital loan from Non Banking Finance Company which is secured against pledge of various certain Mutual Funds. It carries an interest rate in the range of 8.15% to 9.00% p.a.
3. Employee Benefits:
(a) Defined Benefit Plans
The Company offers the following employee benefit schemes to its employees.
(i) Gratuity:
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is non-funded.
Principal actuarial assumptions
Principal actuarial assumptions used to determine the present value of the defined benefit obligation are as follows:
The sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the method (Projected Unit Credit Method) used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.
The average duration of the defined benefit plan obligation at the end of the reporting period for Gratuity is 13 years (March 31, 2017 : 13 years).
Risk analysis
Company is exposed to a number of risks in the defined benefit plans. Most significant risks pertaining to defined benefits plans, and managementâs estimation of the impact of these risks are as follows:
Interest risk
A decrease in the interest rate on plan assets will increase the plan liability.
Longevity risk/ Life expectancy
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and at the end of the employment.
An increase in the life expectancy of the plan participants will increase the plan liability.
Salary growth risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. An increase in the salary of the plan participants will increase the plan liability.
(ii) Leave encashment :
The Company has recognized amount of Rs.0.64 lakhs (previous year: Rs.3.86 lakhs) as expense in the Statement of Profit and Loss in respect of compensated absences.
* Excluding provision for compensated absences and contribution to gratuity fund and other perquisite incurred / provided for business purposes.
# Amalgamated with Cereelotex Engineers Private Limited.
The following transactions were carried out with the Related Parties in the ordinary course of business:
Related party relationship is as identified by the Company and relied upon by the Auditors.
The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company is contesting the above demand and the management including its tax advisors believes that its position will likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Companyâs financial position and results of operations.
Future cash outflows in respect of the above matters are determinable only on receipt of judgments / decisions pending at various forums / authorities.
i. Demand arising on account of dispute in classification of finished goods against which Company is in appeal before Various Appellate Authorities including courts.
ii. Towards penalty charges on account of disputed sales tax demand arising from Form 19 remaining to be submitted to the tax authorities and other assessment.
iii. Towards Service Tax demand on refund claimed on services availed on export of goods i.e. CHA Services, Port Services and Goods Transport Services.
Tax losses includes business losses, short term and long term capital loss that can be carried forward under Income Tax Act, 1961 up to eight assessment years immediately succeeding the assessment year for which the loss was first computed, including unabsorbed depreciation can be carried forward to indefinite period.
Deferred tax assets on carry forward unused tax losses have been recognised to the extent of deferred tax liabilities on taxable temporary differences available. It is expected that any reversals of the deferred tax liability would be offset against the reversal of the deferred tax asset.
Deferred income tax liabilities have not been recognized on temporary differences associated with investments in subsidiaries as it is probable that the temporary differences will not reverse in the foreseeable future.
The following table provides the details of income tax assets and income tax liabilities as of March 31, 2018 and March 31, 2017:
The management assessed that the fair values of cash and cash equivalents, other bank balances, loans, trade receivables, other current financial assets, trade payables and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. For fianncial assets and financial liabilities that are measured at fair value, the carrying amounts are equal to the fair values while fair value of borrowings is calculated by discounting future cash flows using rates currently available for debts on similar terms, credit risk and remaining maturities.
Fair value hierarchy
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV and listed equity instruments are being valued at the closing prices on recognised stock exchange.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
There are no transfer between level 1, 2 and 3 during the year.
The Companyâs policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
Special valuation techniques used to value financial instrument include:
- the use of quoted market prices or dealer quotes of similar instruments
- the fair value of the interest rate swap is calculated as the present value of the estimated future cash flows based on observable yield curves
- the fair value of the principal rate swap is determined using the forward exchange rate prevailing as at the balance sheet date.
- the fair value of the investments in Private and Other funds is determined using the fair value of the underlying assets.
4. Financial risk management objectives and policies
The Companyâs activities expose it to a variety of financial risks including credit risk, market risk and liquidity risk. The Companyâs primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Companyâs risk management assessment and 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. The Board of Directors and the Audit Committee is responsible for overseeing the Companyâs risk assessment and management policies and processes.
The Companyâs financial risk management policy is set by the management. Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. The Company manages market risk which evaluates and exercises independent control over the entire process of market risk management. The activities include investment in mutual fund (debt and equity), Equity Shares, Debentures, Alternative Investments plans, Real Estate Exposure through non-convertible debentures / as capital contributions in subsidiaries and other strategies investments. The market value and future yield on debt fund will fluctuate because of changes in bank rate, RBI Policy and market interest rates while market value of the equity instruments changes on account of performance of various industries/investee in which the Company has made an investments. In order to optimize the Companyâs position with regards to appreciation in value of mutual fund and to manage the interest rate risk, it performs a comprehensive corporate interest rate risk management by balancing the proportion of floating rate and accruals financial instruments in its total portfolio.
a. 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. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and bank balances, inter-corporate deposits, trade receivables, investment in securities including portfolio management schemes and derivative instruments.
The cash resources of the Company are invested with mutual funds, equity shares an evaluation of the credit risk. By their nature, all such financial instruments involve risks, including the credit risk of non-performance by counterparties. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty.
The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterpartyâs potential failure to make payments. An impairment analysis is performed at each reporting date on an individual basis.
The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.
(i) Trade receivables
The Companyâs 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 in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. An impairment analysis is performed at each reporting date on an individual basis. The Company does not hold collateral as security for outstanding trade receivables. The history of trade receivables shows a negligible provision for bad and doubtful debts except in previous year where the Company has to write off significant trade receivables on account of non recoverability of it.
The Companyâs exposure to customers are not significantly identified since the Company deal with only those customers who has good past track records. Refer Note 34 presented for individual customer with whom the Company has 10% or more revenue.
(ii) Investments and other financial assets
The Company limits its exposure to credit risk by generally investing in liquid securities, equity shares, mutual funds and other investments and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counter-parties, and does not have any significant concentration of exposures to specific industry sectors. For derivative and financial instruments, the Company attempts to limit the credit risk by only dealing with reputable banks and financial institutions having high credit-ratings assigned. The Company does not expect any material credit risk on account of non-performance by counterparties to whom the financial assets receivables.
Credit risk from balances with banks and financial institutions is managed by the management in such a manner that it is exposed to the lowest possible risk. None of the Companyâs cash equivalents, including term deposits (i.e., certificates of deposit) with banks, were past due or impaired as at March 31, 2018.
b. Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company invests its surplus funds in various marketable securities and other financial intruments to ensure that the sufficient liquidity is available. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. The Company requires funds both for short-term operational needs as well as for long-term investment
programmes mainly in growth projects. The Company generates sufficient cash flows from the current operations which together with the available cash and cash equivalents and short-term investments provide liquidity both in the short-term as well as in the longterm.
The Company also has access to a sufficient variety of sources of funding with the banks. Considering surplus funds invested in liquid investments, the Company does not perceive any liquidity risk. The Company remains committed to maintaining a healthy liquidity, gearing ratio, deleveraging and strengthening the balance sheet.
Maturities of financial liabilities
The tables below analyze the companyâs financial liabilities into relevant maturity groupings based on their contractual maturities.
c. Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates, foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of its investments. Thus, the Companyâs exposure to market risk is a function of investing and borrowing activities.
(i) Foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.
The Companyâs foreign exchange risk arises from its foreign currency borrowings (primarily in USD and JPY). As a result, if the value of the Indian rupee appreciates relative to these foreign currencies, the Companyâs liability measured in Indian rupees may decrease. The exchange rate between the Indian rupee and these foreign currencies has changed substantially in recent periods and may continue to fluctuate substantially in the future.
Consequently, the Company uses derivative financial instruments, such as principal swap contracts, to mitigate the risk of changes in foreign currency exchange rates in respect of its forecasted cash flows. The Company has hedged its foreign currency borrowing in USD through derivative contracts entered with the counterparties.
The following table sets forth information relating to foreign currency exposure (other than risk arising from derivatives disclosed below):
The sensitivity of profit or loss due to changes in the exchange rates arises mainly from non-derivative foreign currency denominated financial instruments (mainly financial instruments denominated in USD and JPY currencies). The below sensitivity does not include the impact of foreign currency principal swaps contracts which largely mitigate the risk. The same is summarized as below:
(ii) 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 Companyâs exposure to the risk of changes in market interest rates relates primarily to the Companyâs long-term debt obligations with floating interest rates. The borrowings of the Company are principally denominated in Indian Rupees, US dollars and Japanese Yen with mix of fixed and floating rates of interest. The US dollar and Japanese Yen debt is linked to LIBOR and the Indian Rupee debt is principally at fixed interest rates which are short term in nature. The Company has a policy of selectively using interest rate swaps and other derivative instruments to manage its exposure to interest rate movements. These exposures are reviewed by appropriate levels of management at regular interval. The Company invests in debt mutual funds and advances to other counterparties, to achieve the Companyâs goal of maintaining liquidity, carrying manageable risk and achieving satisfactory returns.
The Company had foreign currency loans amounting to Rs.5,796.30 lakhs as at March 31, 2018 and Rs.7,688.58 lakhs as at March 31, 2017 carrying a variable interest rate and hence loans expose the Company to risk of changes in interest rates. The Company monitors the interest rate movement and manages the interest rate risk based on its policies.
For details of the Companyâs non-current and current borrowings, including interest rate profiles, refer to Note 10 and 13(a) of these financial statements.
The Companyâs investments in term deposits (i.e., certificates of deposit) with banks are for short durations. The Companyâs advances are fixed interest bearing, and therefore do not expose the Company to significant interest rates risk.
Floating rate financial assets are largely mutual fund investments which have debt securities as underlying assets. The returns from these financial assets are linked to market interest rate movements; however the counterparty invests in the agreed securities with known maturity tenure and return and hence has manageable risk.
Interest rate risk exposure
The exposure of the companyâs borrowing to interest rate changes at the end of the reporting period are as follows:
(iii) Equity risk
The Companyâs exposure to equity securities price risks arises from the investments held by the Company and classified in the balance sheet through OCI or at fair value through profit or loss. The Company has given corporate guarantees and pledged part of its investment in equity in order to fulfil the collateral requirements of the subsidiaries. The counterparties have an obligation to return the guarantees/ securities to the Company. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of portfolio is performed in accordance with the limit set by the Company.
The below sensitivity summarizes the impact of increase/decrease of the equity prices and profit for the period. The same is summarized as below:
The Company has various debt oriented mutual funds units as well and prices are dependent upon the performance of the underlying assets which are mainly corporate bonds/government securities. The Company regularly monitors the performance of the mutual fund schemes.
(iv) Derivative financial instruments
The Company also enters into interest rate currency swap and Principal swap agreements, mainly to manage exposure on its variable interest rate and exchange rate. The Company uses interest rate derivatives or currency swaps to hedge exposure to exchange rate fluctuations on principal and interest payments for borrowings denominated in foreign currencies. These financial exposures are managed by the Company in accordance with the market outlook at the time of entering into the transactions.
Fair value of derivative financial instruments are determined using valuation techniques based on information derived from observable market data.
5. Capital Management:
The Companyâs policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Company monitors the return on capital as well as level of dividend on its equity shares. The Companyâs objective when managing capital is to maintain and optimal structure so as to maximize shareholderâs value.
The capital structure is as follows:
The Company is predominantly equity financed which is evident from the capital structure table. Further, the Company has always been a net cash company with cash and bank balances along with investment which is predominantly investment in liquid and short term mutual funds being far in excess of debt.
In order to achieve this overall objective, the Companyâs capital management, amongst other things, aims to ensure that it meets financial covenants attached to the borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any long term borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the current period.
6. As per Note 8(d), as at March 31, 2018, outstanding loans granted to certain companies and LLPs amount Rs.48,143.84 lakhs (March 31, 2017: Rs.18,075.85 lakhs) (net of provision for bad and doubtful loans of Rs.2,232.32 lakhs) (March 31, 2017: â Nil)). These loans have been granted by the Company in the ordinary course of its business and at prevailing market interest rates with an objective of earning interest by deploying funds available with the Company. Out of these, Rs.16,511.88 lakhs (March 31, 2017: Rs.3,363.23 lakhs) have been outstanding from related parties as stated in Note 27. Remaining outstanding loans granted to others amounting to Rs.31,631.96 lakhs (March 31, 2017: Rs.14,712.62 lakhs) (net of provision for bad and doubtful loans of Rs.2,232.32 lakhs (March 31, 2017: â Nil)) have been granted to Companies and LLP, which loans have been granted in the ordinary course of the business of the Company and interest has been charged at a rate not less than the Bank Rate declared by the Reserve Bank of India. Under the facts and circumstances and based upon legal opinion received by the Company, the management believes that the provisions of Section 185 of the Act are not applicable. Subsequent to financial year end, the Company has received Rs.16,772.20 lakhs till date.
7 Segment Information:
a. Based on the âmanagement approachâ as defined in Ind AS 108, the Chief Operating Decision Maker (CODM) evaluates the Companyâs performance and allocates resources based upon analysis of various performance indicators by the Operating Segments. Accordingly, information has been presented on operating segments. The Companyâs CODM constitutes of managing director, whole-time director and chief financial officer.
The Companyâs Operations pre-dominantly relates to Wind Energy Generation and Trading of Agriculture and Metal Commodities. Accordingly, it identified âWind Energy Generationâ and âTrading businessâ as its Operating segments. The Companyâs operations are limited to India only and its all assets are domiciled in India, there are no reportable geographical segments.
b. Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments. Income and expenses, which are not directly relatable to the segments, are shown as unallocated items. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as Unallocable.
The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments, and are as set out in the significant accounting policies.
As per Ind AS 108 - Operating Segments, the Company has reported âSegment Informationâ as follows:
(1) The main business segments are (i) Wind power Generation and (ii) Commodity Trading Business.
(2) Unallocable Income net of Unallocable expenses mainly includes income from investments (net), Interest and Dividend Income, common expenses not directly attributable to any individual identified segments.
(3) Unallocable corporate assets less unallocated corporate liabilities mainly represent of investments and loans advanced for surplus funds.
The Company operates in segments as mentioned in (1) above. Further, the Company has temporarily invested the surplus funds from the sale of its erstwhile business into various investments which are categorised as unallocated assets.
c. Segment Information in terms of Indian Accounting Standard 108 - Operating Segments for the year ended March 31, 2018 and March 31, 2017 is as below:
* Based on location of Customers @ Other than financial assets.
(iv) Information about major customers:
Considering the nature of business of the Company in which it operates, it deals with various customers. The single customer accounted for 10% or more of the revenue for the year ended March 31, 2018 and March 31, 2017 is 78.64% Rs.29,117.76 lakhs and 65.86% (Rs.7,759.24 lakhs) respectively, which is included in the trading segment disclosed above.
8 The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development (MSMEDA) Act, 2006 and hence disclosures under section 22 of The Micro, Small and Medium Enterprise Development (MSMEDA) Act, 2006 regarding:
a. Amount due and outstanding to suppliers as at the end of accounting year;
b. Interest paid during the year;
c. Interest payable at the end of the accounting year; and
d. Interest accrued and unpaid at the end of the accounting year have not been given.
9 The Company has entered into cancellable lease and license agreements for taking office premises on rental basis for a period upto 60 months. An amount of Rs.62.95 lakhs (previous year: Rs.61.06 lakhs) paid during the year under such agreements has been charged to Statement of Profit and Loss. The Company has given refundable interest free security deposits under certain agreements.
10 During the year ended March 31, 2018, the Company has significantly increased trading in commodity business which lead to increase in revenue during current period.
11 Corporate Social Responsibility (CSR) Expenses:
The Gross amount required to be spent by the Company during the year towards Corporate Social Responsibility is Rs.21.47 lakhs (Previous year: Rs.38.28 lakhs ) as per section 135 of Act. Details of amount spent towards CSR as below:
12. During the previous year, the Company has made investments in two LLPs namely Riddhi Siddhi Estate Creators LLP and Riddhi Siddhi Infraspace LLP which are in the business of real estate development. The Company has assessed that it exercises control over these LLPs and have accordingly classified them as subsidiaries. Other income includes loss from share of LLP of Rs.2228.10 lakhs (Previous year Rs.30.78 lakhs).
13. The Company had received a proposal from Mr. Ganpatraj L Chowdhary, a part of promoter group to acquire entire public shareholding of the Company @ Floor Price Rs.510 per share and to delist the share from BSE Limited under SEBI (Delisting of Equity Shares), Regulations 2009. The Board of Directors and Shareholders (through postal ballot) have approved the above proposal on December 12, 2017 and February 2, 2018 respectively. Bidding process was completed on March 12, 2018 and price discovered was Rs.630 per share. Public Announcement was made on March 15, 2018 as said discovered price was accepted by Mr.Ganpatraj L Chowdhary, a part of promoter group. However, as per communication dated March 21, 2018 received from BSE Limited, settlement process has been kept on hold until further instructions.
14. Figures for the previous year have been regrouped / rearranged, wherever necessary, to conform to current yearâs classification.
Mar 31, 2016
b. Terms / Rights attached to the shareholders:
(i) Equity Shares:
The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity share is eligible for one vote per share. The dividend, if any, proposed by the Board of Directors of the Company 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. The Company declares and pays dividend in Indian rupees. The Board of Directors have recommended dividend of Rs.3 per share (Previous Year: Rs. 3 per share), subject to the approval of the shareholders in the ensuing Annual General Meeting.
(ii) Preference Shares:
The Company has only one class of preference shares i.e. Non Cumulative Redeemable Preference Shares of ''10 per share. Such shares shall confer on the holders thereof, the right to a 8% preferential dividend from the date of allotment, on the capital for the time being paid up or credited as paid up thereon subject to the approval of the shareholders in the ensuing Annual General Meeting. Such shares shall rank for capital and dividend and for repayment of capital on winding up, pari passu inter se and in priority to the Equity Shares of the Company, but shall not confer any further or other right to participate either in profits or assets.
The terms of redemption of Preference Share Capital at face value is extended by two years during the year from November 2015 to November 2017 with a put and call option. The Preference Share capital had original maturity period of 7 years which was extended over a period of time and again by two years from November 2015 to November 2017.
g. Aggregate number and class of shares bought back in the period of 5 years immediately preceding the balance sheet date:
During previous year, the Company has bought back 23,41,914 fully paid up equity shares of Rs.10 per each at the rate of Rs.450 per equity shares after complying with the provisions of the Companies Act, 2013 and the Rules framed there under in this regard through "Tender Offer" route as prescribed under the SEBI (Buy-Back of Securities) Regulation, 1998. On completion of buy back, the Company has paid Rs.10,538.61 lacs, which has been reduced from Share Capital, General Reserves and Securities premium of the Company by Rs.234.19 lacs, Rs.3,501.52 lacs and Rs.6,802.90 lacs respectively. The Company has transferred Rs.234.19 lacs from General Reserve to Capital Redemption Reserve pursuant to the Buy Back of Equity Shares. All shares bought back were extinguished by the Company during previous year.
1. Employee Benefits:
a. Defined Benefit Plan
I. Gratuity:
The Company has a unfunded defined gratuity plan. Every employee who has completed five years or more of service gets gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. In accordance with the Accounting Standard 15 -Employee Benefits (Revised 2005), the Company has provided liability on actuarial basis which is based upon "Project Unit Credit Method".
* In the absence of availability of relevant information for the year, the experience adjustments on plan assets and liabilities have not been furnished as required by Para 120(n) of Accounting Standard 15 (R).
II. Leave encashment:
The Company has recognized amount of Rs.1.34 lacs (Previous year: Rs.2.44 lacs) as expense in the Statement of Profit and Loss in respect of Compensated absences.
2. The Company has commodity trade receivables amounting to Rs. 7,594.82 lacs (Previous Years: Rs.7,594.82 lacs) as at March 31, 2016 pertaining to various commodities contracts executed through brokers on the National Spot Exchange Limited (NSEL). Over past few years, NSEL is unable to fulfill its scheduled payment obligations as agreed by them. Consequently, the Company has pursued a legal action against NSEL through NSEL Investor Forum which has also filed complaint in Economic Offences Wing of Mumbai (EOW). Considering the recent development and action taken by EOW against various borrowers of NSEL, the Company believes that it shall recover the outstanding dues over a period of time and therefore, the management believes that no provision is required to be made for the year ended March 31, 2016.
The Statutory auditors have qualified their audit reports for the years ended March 31, 2016 and March 31, 2015 for their inability to determine the amount of provision for doubtful receivables that may be required to be made in respect of the above matter.
3. During the year, the Company has entered into a Share Purchase Agreement (SPA) with the Promoters and entities forming part of the promoter group of Shree Rama Newsprint Limited (Target Company) for acquiring 2,82,77,677 equity shares of Rs.10 each, constituting 48.62% of the total paid up equity share capital of Target Company at a total consideration of Rs.1 lacs. The Company has paid the amount of Rs.1 lacs to Promoter Group towards the acquisition of equity shares.
Subsequent to signing of SPA, the Company has been allotted a preferential allotment of 6,00,00,000 equity shares of Rs.10 each at par of Target Company on July 24, 2015 thus, the Target Company becoming the Subsidiary Company from that date.
In connection with the aforesaid, the Company in compliance with the Securities and Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers) Regulations, 2011 has given Open offer for acquisition of public equity shares of the Target Company up to 3,85,21,089 equity shares of ''10 each at par representing 26% of the Emerging Paid Up equity share capital of the Target Company. Pursuant to that offer, the Company has received 12,870 equity shares of Target Company from public and paid the amount to the shareholders at an offer price.
4. The Company''s fixed assets include windmills having generating capacity of 33.5 MW and carrying amount of Rs. 9,336.73 lacs as at March 31, 2016. The Company has entered into long term Power Purchase Agreement (PPA) in 2012 with State Distribution Corporations (Discoms) for a period ranging from 13-25 years based on a substantially fixed tariff per unit.
An incessantly lower Plant Load Factor (PLF) of windmills then expected over last few years of operations due to non-availability of grid has triggered assessment of recoverable amount of the windmills in terms of Accounting Standard (AS) 28, Impairment of Assets, as these are factors indicating probable impairment. For the purpose of the said assessment, windmills are considered as a cash generating unit. The ''Recoverable Amount'' of windmills has been measured on the basis of its Value in Use by estimating the future cash inflows over the estimated useful life of the windmills since it would be more appropriate to consider. The cash flow projections are based on estimates and assumptions relating to tariff, operational performance of the windmills, terminal value etc. which are considered reasonable by the management and are as follows:
- Plant Loading Factor -12.5% to 14.1% considered over the useful life of the windmill
- Pre-tax nominal discount rate of 13.7% derived from the post-tax weighted average cost of capital.
On a careful evaluation of the aforesaid factors, the management has concluded that the Recoverable Amounts of the windmills are lower than their carrying amounts as at March 31, 2016. Accordingly, the Company has recognized impairment loss of Rs. 620.25lacs (Previous year: Rs.1,075.69 lacs) during the year in respect of the windmills. In case, these estimates and assumptions change in future, there could be a corresponding impact on the Recoverable Amounts of the windmills.
5. Segment Information:
a. The Company''s Operations pre-dominantly relates to Wind Energy Generation and Trading of Agriculture and Metal Commodities. Accordingly, it identified "Wind Energy Generation" and "Trading business" as the primary business segments. The Company''s operations are limited to India only there are no reportable geographical segments.
b. Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments as also amounts allocated on a reasonable basis. Income and expenses, which are not directly relatable to the segments, are shown as unallocated items. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as Unallocable.
6. The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 and hence disclosures under section 22 of The Micro, Small and Medium Enterprise Development (MSMED) Act, 2006 regarding :
a. Amount due and outstanding to suppliers as at the end of accounting year :
b. Interest paid during the year;
c. Interest payable at the end of the accounting year; and
d. Interest accrued and unpaid at the end of the accounting year have not been given.
7. The Company has entered into cancellable lease and license agreements for taking office premises on rental basis for a period up to 36 months. An amount of Rs.49.92 lacs (Previous year: Rs. Nil) paid during the year under such agreements has been charged to Statement of Profit and Loss. The Company has given refundable interest free security deposits under certain agreements.
8. Figures for the previous year have been regrouped/ rearranged, wherever necessary, to conform to current yearâs classification.
Mar 31, 2015
1. CORPORATE INFORMATION:
Riddhi Siddhi Gluco Biols Limited ("the Company") is engaged in the
business of generation and selling power through windmill and in
business of trading in agriculture and metal commodity items.
2. Employee Benefits:
a. Defined Benefit Plan
I. Gratuity:
The Company has a Defined Benefit Gratuity plan. The unfunded plan
provides for a lump sum payment to employees, at retirement, death
while in employment or on termination of employment, of an amount
equivalent to 15 days salary for each completed year of service or part
thereof in excess of six months. Vesting occurs upon completion of five
years of continuous service.
The following table summarizes the components of net benefit expense
recognised in the Statement of Profit and Loss and liability recognised
in the balance sheet for the plan.
3. The Company has commodity trade receivables amounting to
Rs.7,594.82 lacs (Previous Years: Rs.7,623.55 lacs) as at March 31,
2015 pertaining to various commodities contracts executed through
brokers on the National Spot Exchange Limited (NSEL). Over past few
months, NSEL is unable to fulfill its scheduled payment obligations as
agreed by them. Consequently, the Company has pursued a legal action
against NSEL through NSEL Investor Forum which has also filed complaint
in Economic Offences Wing of Mumbai (EOW). Considering the recent
development and action taken by EOW against various borrowers of NSEL,
the Company believes that it shall recover the outstanding dues over a
period of time and therefore, the management believes that no provision
is required to be made for the year ended March 31, 2015. The Company
has received Rs.Nil (Previous Year: Rs.5.79 lacs)between period ending
March 31, 2015 and date of adoption of accounts by the Board of
Directors.
The Statutory auditors have qualified their audit reports for the years
ended March 31, 2015 and March 31, 2014 for their inability to
determine the amount of provision for doubtful receivables that may be
required to be made in respect of the above matter.
4. The Company on receipt of approval from the Board of Directors in
their meeting held on May 21, 2015, has entered into a Share Purchase
Agreement (SPA) with the Promoters and entities forming part of the
promoter group of Shree Rama Newsprint Limited (Target Company) for
acquiring 2,82,77,677 equity shares of Rs.10 each, constituting 48.62%
of the total paid up equity share capital of Target Company at a total
consideration of Rs.1 lacs. The said acquisition would be subject to
the terms of the SPA and necessary statutory and regulatory approvals,
as may be required. Further, the Company would also be subscribing to a
preferential allotment of 6,00,00,000 equity shares of Rs.10 each of
Target Company.
In connection with the aforesaid, the Company in compliance with the
Securities and Exchange Board Of India (Substantial Acquisition Of
Shares And Takeovers) Regulations, 2011 has initiated the process of
Open offer for acquisition of public equity shares of the Target
Company upto 3,85,21,089 Equity shares of Rs.10 each representing 26%
of the Emerging Paid Up Equity share capital of the Target Company. The
offer price is Rs.10 per fully paid up equity share aggregating to
Rs.3,852.11 lacs and will be paid in cash.
5. The Company's fixed assets include windmills having generating
capacity of 33.5 MW and carrying amount of Rs.11,731.75 lacs as at
March 31, 2015. The Company has entered into long term Power Purchase
Agreement (PPA) in 2012 with State Distribution Corporations (Discoms)
for a period ranging from 13-25 years based on a substantially fixed
tariff per unit.
An incessantly lower Plant Load Factor (PLF) of windmills then expected
over last few years of operations due to non-availability of grid and
land related issues has triggered assessment of recoverable amount of
the windmills in terms of Accounting Standard (AS) 28, Impairment of
Assets, as these are factors indicating probable impairment. For the
purpose of the said assessment, windmills are considered as a cash
generating unit. The 'Recoverable Amount' of windmills has been
measured on the basis of its Value in Use by estimating the future cash
inflows over the estimated useful life of the windmills. The cash flow
projections are based on estimates and assumptions relating to tariff,
operational performance of the windmills, terminal value etc., which
are considered reasonable by the management.
On a careful evaluation of the aforesaid factors, the management has
concluded that the Recoverable Amounts of the windmills are lower than
their carrying amounts as at March 31, 2015. Accordingly, the Company
has recognized impairment loss of Rs.1,075.69 lacs during the year in
respect of the windmills. In case the estimates and assumptions change
in future, there would be a corresponding impact on the Recoverable
Amounts of the windmills. The impairment loss on fixed assets relate to
the "Wind Energy Generation" primary business reportable segment. The
cash flows are discounted using the pre-tax nominal discount rate of
13.95% derived from the weighted average cost of capital.
6. During the year, the Company has bought back 23,41,914 fully
paid-up equity shares of Rs.10 per equity shares at the rate of Rs.450
per equity share after complying with the provisions of the Companies
Act, 2013 and the Rules framed thereunder in this regard through
"Tender Offer" route as prescribed under the SEBI (Buy-Back of
Securities) Regulation, 1998. On completion of buy back, the Company
has paid Rs.10,538.61 lacs, which has been reduced from Share Capital,
General Reserves and Securities Premium Account of the Company by
Rs.234.19 lacs, Rs.3,501.52 lacs and Rs.6,802.90 lacs respectively. The
Company has also transferred Rs.234.19 lacs from General Reserve to
Capital Redemption Reserve pursuant to the Buy Back of Equity Shares.
All shares bought under buy back were extinguished by the Company as of
March 31, 2015.
7. During the current year, the Company has written back an amount of
Rs.2,096.54 lacs towards remission of liability pertaining to plant and
machineries purchased which is no longer payable, based upon the
settlement reached with the vendor towards compensation of losses
suffered by the Company. The amount written back has been disclosed
under "Other Income" in the Statement of Profit and Loss.
8. Segment Reporting:
a. The Company has identified business segments as its primary segment
and geographical segments as its secondary segment. Segments have been
identified taking in to account the nature of the products, the
differing risks and return, the internal organization and management
structure and internal reporting system.
b. The Company's Operations pre-dominantly relate to Wind Energy
Generation and trading of agriculture and metal Commodities.
Accordingly, the Company has identified "Wind Energy Generation" and
"Trading business" as the primary business segments, consisting of sale
of wind power and trading of commodity items respectively.
c. Since all the operations of the Company are limited to India only
there are no reportable geographical segments.
d. Segment Revenue, Segment Results, Segment Assets and Segment
Liabilities include the respective amounts identifiable to each of the
segments as also amounts allocated on a reasonable basis. Income and
expenses, which are not directly relatable to the segments, are shown
as unallocated items. Assets and liabilities that are directly
attributable or allocable to segments are disclosed under each
reportable segment. All other assets and liabilities are disclosed as
Unallocable.
9. The Gross amount required to be spent by the Company during the
year towards Corporate Social Responsibility is Rs.41.54 lacs as per
section 135 of Companies Act, 2013. The Company has contributed Rs. Nil
towards Corporate Social Responsibility during the year.
10. The Company has not received any intimation from suppliers
regarding their status under the Micro, Small and Medium Enterprises
Development (MSMED) Act, 2006 and hence disclosures under section 22 of
The Micro, Small and Medium Enterprise Development (MSMED) Act, 2006
regarding :
a. Amount due and outstanding to suppliers as at the end of accounting
year :
b. Interest paid during the year;
c. Interest payable at the end of the accounting year; and
d. Interest accrued and unpaid at the end of the accounting year have
not been given.
11. The Company has significantly reduced trading in commodities
business due to market volatility and accordingly the revenues from
operations for the year ended March 31, 2015 are lower than those for
the previous year.
12. The Company entered into aleasing arrangement in respect of a
godown with Riddhi Siddhi Corn Processing Private Limited for a period
of 24 months, with an option to vacate by giving three month's notice.
The future lease rental income in respect of this lease arrangement is
as under:
13. Figures for the previous year have been regrouped / rearranged,
wherever necessary, to conform to current year's classification.
Mar 31, 2014
CORPORATE INFORMATION:
Riddhi Siddhi Gluco Biols Limited ("the Company") is engaged in the
business of generation and selling power through windmill and in
business of trading in agriculture and metal commodity items.
1. Terms / Rights attached to the sharesholders:
(i) Equity Shares:
The Company has only one class of equity shares having at face value of
Rs. 10 per share. Each share holder of equity shares is entitled to one
vote per share. The dividend proposed by the Board of Directors is
subject to approval of the shareholders in ensuing Annual General
Meeting. The Company declares and pays dividend in Indian rupees. The
Board of Directors have recommended dividend pay-out of Rs. 3 per share
(Previous Year: Rs. 10 per share) to the equity shareholders of the
Company.
In the event of liquidation of the Company, the holders of the equity
shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the
Shareholders.
(ii) Preference Shares:
The Company has only one class of preference shares i.e. Non Cumulative
Redeemable Preference Shares of Rs. 10 per share. Such shares shall
confer on the holders thereof, the right to a 8% preferential dividend
from the date of allotment, on the capital for the time being paid up
or credited as paid up thereon.Such shares shall rank for capital and
dividend and for repayment of capital in a winding up, pari passu
interse and in priority to the Equity Shares of the Company, but shall
not confer any further or other right to participate either in profits
or assets.
2. Terms attached to the preference shares:
The terms of redemption of Preference Share capital at face value is
extended by two years during the year from November 2013 to November
2015 with a put and call option. The Preference Share capital has
original maturity period of 7 years which was extended over a period of
time, and again by two years from November 2013 to November 2015.
(a) ECB carries an interest rate of 6% to 7% p.a. and are secured
against the windmills of the Company. ECB of JPY 7,117.50 Lacs is
payable in 14 half yearly instalments and ECB of USD 177.78 Lacs is
payable in 14 half yearly instalments. During the year, the Company has
not complied with certain financial debt covenants related to these
ECB. The lenders without recalling the loan have served notice of
payment of interest at an accelerated rate of interest and have also
asked for additional security to cover the shortfall in security
provided. The Company is in negotiation with lenders to provide
additional security.
(b ) Vehicle loans are secured by hypothecation of underlying vehicle
taken against loan.
3. Contingent liabilities and commitments (to the extent not provided
for):
(Rs. in lacs)
Particulars As at As at
31st March 2014 31st March 2013
Claims against the Company
not acknowledged as debt
Excise Duty (refer note a) 2,486.48 2,486.48
Sales Tax (refer note b) 1.00 1.00
Service Tax (refer note c) 27.60 27.60
Income Tax (refer note d) 2,976.64 921.13
Total 5,491.72 3,436.21
Commitments:
Estimated amount of sales
contracts to be executed against 13,250.82
the stock in trade lying
as an inventory
Uncalled amount of contribution
in private equity funds 800.00 400.00
a. Towards Levy of excise duty, including penalty but other than
interest thereof on account of dispute in classification of finished
goods, against which Company has appealed before Appellate Authorities
and Commissioner (Appeals).
b. Towards penalty charges on account of dispute for sales tax demand
against the pending form 19 to be submitted to tax authorities.
c. Towards Service Tax demand on refund claimed on services availed on
export of goods i.e. CHA Services, Port Services and Goods Transport
Services.
d. The Income-Tax assessments of the Company have been completed up to
Assessment Year 2012-13. The disputed demand outstanding up to the said
Assessment Year is Rs. 2,976.64 lacs. Based on the decisions of the
Appellate authorities and the interpretations of other relevant
provisions, the Company has been legally advised that the demand is
likely to be either deleted or substantially reduced and accordingly no
provision has been made.
It is not practicable to estimate the timing of cash outflows, if any
in respect of matters (a) to (d) above, pending resolution of the
proceedings with the respective appellate authorities.
4. Employee Benefits:
a. Defined Benefit Plan
I. Gratuity:
The Company has a Defined benefit Gratuity plan. The unfunded plan
provides for a lump sum payment to employees, at retirement, death
while in employment or on termination of employment, of an amount
equivalent to 15 days salary for each completed year of service or part
thereof in excess of six months. Vesting occurs upon completion of five
years of continuous service.
II. Leave encashment:
The Company has recognised amount of Rs. 0.39lacs (Previous year: Rs.
3.70lacs) as expense in the Statement of Profit and Loss in respect of
Compensated absences.
5. As per Honorable High Court of Gujarat''s order approving the
Scheme of Arrangement ("the Scheme") in the nature of demerger, from
the Appointed Date of October 1, 2011 with Effective Date of May 29,
2012, the Corn Wet Milling undertaking was transferred to Riddhi Siddhi
Corn Processing Private Limited ("RSCPPL"). The Scheme and related
transactions for demerger and reduction in share capital was given
effect to in the audited financial statements for the year ended 31st
March, 2012.
As part of the Scheme, all assets and liabilities of the Corn Wet
Milling undertaking including employees and their related liabilities
were transferred to the RSCPPL, however contingent liabilities related
to the period prior to Appointment Date i.e. 1st October 2011, arising
out of regulatory, tax, labour, operational or environmental matters
etc. remained with the Company.
As per the High Court Order, resultant excess of Rs. 63,807.06 lacs
being the amount of net sale consideration and net value of assets and
liabilities transferred had been added to the capital reserve under
reserves and surplus. In view of specific option granted by the
Honorable High Court of Gujarat''s order, during the previous year, the
Company has transferred the said amount to the General Reserve.
6. The Company has commodity trade receivables amounting to Rs.
7,623.55 lacs as on 31st March, 2014 pertaining to various commodities
contracts executed through brokers on the National Spot Exchange
Limited (NSEL). Over past few months, NSEL is unable to fulfill its
scheduled payment obligations as agreed by them. Consequently, the
Company has pursued a legal action against NSEL through NSEL Investor
Forum which has also filed complaint in Economic Offences Wing of
Mumbai (EOW). Considering the recent development and action taken by
EOW against various borrowers of NSEL, the Company believes that it
shall recover the outstanding dues over a period of time and therefore,
the management believes that no provision is required to be made as of
31st March, 2014. The Company has received Rs. 5.79 lacs between year
ending 31st March, 2014 and date of adoption of accounts by the Board
of Directors.
7. Segment Reporting:
a. The Company has disclosed business segment as the primary segment.
Segments have been identified taking in to account the nature of the
products, the differing risks and return, the organization structure
and internal reporting system.
b. After the Demerger of Corn Wet milling business and its transfer to
the Resulting Company in 2011-12, the Company''s Operations
pre-dominantly relates to Wind Energy Generation and trading of
agriculture and metal Commodity items. Accordingly, the Company has
identified "Wind Energy Generation" and "Trading business" as the
operating segments, consisting of sale of wind power and trading of
commodity items respectively.
c. Secondary segment reporting is based on the geographical location
of customers. Since, company has its operation activities limited to
India only; no separate disclosure pertaining to secondary segment
based on geographical location has been given.
d. Segment Information in terms of Accounting Standard 17 for the year
ended 31st March, 2014 is as below:
8. On September 22 and 23, 2011, the Company was subjected to Search,
Survey and Seizure operation by the Income Tax Department under section
132 and 133 of the Income Tax Act, 1961 ("the Act"). Subsequent to the
above, during the year ended on March 31, 2012, the Company had made
disclosure of an unaccounted income of Rs. 1,609.75 lacs under section
132(4) of the Act and the same had been shown as "exceptional item"
under Discontinuing Operations in the Statement of Profit and Loss and
the unaccounted income of Rs. 1,609.75 lacs had been accounted as
utilized towards land development at Gokak factory premises during the
year ended on March 31, 2012. The return of Income for the Assessment
Year 2012-13 has been filed accordingly and the Company has provided
for the resultant tax liability. In March 2014, the assessment is
completed and there are no significant adverse findings during
assessment.
Based on the decision of Appellate authorities and the interpretation
of relevant provision, the Management of the Company has assessed that
the demand is likely to be either deleted or substantially reduced and
accordingly no provision is required to be made in the books of
accounts.
9. The Company''s fixed assets include windmills having generating
capacity of 33.5 MW and carrying amount of Rs. 13,384.43 lacs as at
31st March, 2014. The Company has entered into long term Power Purchase
Agreement (PPA) in 2012 with State Distribution Corporations (Discoms)
for a period ranging from 13-25 years based on a substantially fixed
tariff per unit.
An incessantly lower Plant Load Factor (PLF) of windmills then expected
over last few years of operations due to non-availability of grid and
land related issues has triggered assessment of recoverable amount of
the windmills in terms of Accounting Standard (AS) 28, Impairment of
Assets. For the purpose of said assessment, windmills considered as a
cash generating unit. For the purpose of cash generating unit,
management has concluded that each of the windmill cannot be a cash
generating unit, windmill farm at each location would be an appropriate
cash generating unit.The ''Recoverable Amount'' of windmills measured on
the basis of its Value in Use by estimating the future cash inflows
over the estimated useful life of the windmills. The cash flow
projections are based on estimates and assumptions relating to tariff,
operational performance of the windmills, recovery of damages from
supplier for under performance of the windmills, inflation, terminal
value etc., which are considered reasonable by the management.
On a careful evaluation of the aforesaid factors, the management has
concluded that the Recoverable Amounts of the windmills are higher than
their carrying amounts as at 31st March, 2014. In case, these estimates
and assumptions change in future, there could be a corresponding impact
on the Recoverable Amounts of the windmills.
10. The Board of Directors at their meeting held on 20th May, 2014
have, subject to the approval of shareholders in general meeting
through postal ballot and other regulatory approval, recommended a
proposal to buy back, on a proportionate basis, from the shareholders/
beneficial owners of the equity shares of the Company as on the record
date, up to 23,69,575 equity shares of the face value of Rs. 10 each
(representing 25% of the total equity share capital of the Company) at
a price not exceeding Rs. 450 per equity share payable in cash for a
total consideration not exceeding Rs. 10,663.09lacs (the Maximum
Buy-Back Size) which is less than 25% of the total paid up equity share
capital and free reserves as per audited accounts of the Company for
the financial year ended 31st March, 2014 through "Tender Offer" route
as prescribed under the Securities and Exchange Board of India
(Buy-Back of Securities) Regulations, 1998.
Mar 31, 2013
1. CORPORATE INFORMATION
Riddhi Siddhi Gluco BioLs Limited ("the Company") has made investment
in Wind Farms and is currently engaged in generating and selling power.
During the year, the Company has altered its object clause in the
Memorandum of Association and it has started business of trading in
agriculture and metal commodity items.
During the previous year, as per the Composite Scheme of Arrangement,
the Company had transferred its Corn Wet Milling business to Riddhi
Siddhi Corn Processing Private Limited (Refer Note 36).
2. Contingent liabilities and commitments (to the extent not provided
for):
(Rs. in Lacs)
Particulars As at As at
March 31 2013 March 31 2012
i (i) Claims against the Company
not acknowledged as debt
a. Excise Duty 2,486.48 2,412.08
b. Sales Tax 1.00 1.00
c. Service Tax 27.60 8.03
d. Income Tax 921.13 921.13
e. Other Maters - 35.00
Total 3,436.21 3,377.24
Commitments:
Estimated amount of sales contracts
to be executed against 13,250.82 -
the stock in trade lying as an inventory
a. Towards Levy of excise duty, including penalty but other than
interest thereof on account of dispute in classification of finished
goods, against which Company has appealed before Appellate Authorities
and Commissioner (Appeals).
b. Towards penalty charges on account of dispute for sales tax demand
against the pending form 19 to be submitted to tax authorities.
c. Towards Service Tax demand on refund claimed on services availed on
export of goods i.e. CHA Services, Port Services and Goods Transport
Services.
d. The Company has received the High Court order on 1st May, 2012 and
hence had not paid advance income tax pursuant to the gain on demerger
and sale of Corn Wet Milling undertaking. The Company has filed the
Interest waiver application as required under CBDT Circular
400/29/2002-IT(B) for waiver of interest under section 234 A, B and C
of the Income-tax Act, 1961. Hence, the amount Rs.921.13lacs (Previous
Year: Rs. 921.13 lacs) pertains to the possible claim of interest in case
the waiver application is not accepted.
e. Others include possible claim relating to dispute with workers of Rs.
NIL (Previous Year: Rs. 3 lacs) and a claim in case lodged against
Company for an accident in Maize Starch Powder(MSP) plant of Gokak Unit
amounting to Rs. NIL (Previous Year:Rs. 32 lacs)
It is not practicable to estimate the timing of cash outflows, if any
in respect of matters (a) to (e) above, pending resolution of the
proceedings with the respective appellate authorities. 28. Employee
Benefits
a. Defined Benefit Plan
The Company has a defined benefit gratuity plan. The unfunded plan
provides for a lump sum payment to employees, at retirement, death
while in employment or on termination of employment, of an amount
equivalent to 15 days salary for each completed year of service or part
thereof in excess of six months. Vesting occurs upon completion of five
years of continuous service.
During the financial year ended 31st March, 2012, pursuant to the
Scheme referred in Note 33 all the employees of the Company have been
transferred to RSCPPL with effect from 1st October, 2011 and hence the
related employee benefit balances have also been transferred.
The following table summarizes the components of net benefit expense
recognised in the Statement of Profit and Loss and funded status and
amount recognised in the balance sheet for the plan.
3. Segment Reporting
a. The Company has disclosed business segment as the primary segment.
Segments have been identified taking in to account the nature of the
products, the differing risks and return, the organization structure
and internal reporting system.
b. After the Demerger of Corn Wet milling business and its transfer to
the Resulting Company in the previous year, the Company''s Operations
pre-dominantly relates to Wind Energy Generation and trading of
agriculture and metal commodity items. Accordingly, the Company has
identified "Wind Energy Generation" and "Trading business" as the
operating segments, consisting of sale of wind power and trading of
commodity items respectively. Others consist of investment activities
which comprises of less than 10% revenues. The Company has transferred
the starch business to Riddhi Siddhi Corn Processing Private Limited
(RSCPPL) with effect from 1st October, 2011 and accordingly the starch
business has been reported as discontinued operations.
c. Secondary segment reporting is based on the geographical location
of customers. Since, company has its operation activities limited to
India only; no separate disclosure pertaining to secondary segment
based on geographical location has been given.
4. On 22nd and 23rdSeptember, 2011, the Company was subjected to
Search, Survey and Seizure operation by the Income Tax Department under
section 132 and 133 of the Income Tax Act, 1961 ("the Act'').
Subsequent to the above, during the year ended on 31st March, 2012, the
Company had made disclosure of an unaccounted income of Rs.1,609.75 Lacs
under section 132(4) of the Act and the same had been shown as
"exceptional item" under Discontinuing Operations in the Statement of
Profit and Loss and the unaccounted income of Rs.1,609.75 lacs had been
accounted as utilized towards land development at Gokak factory
premises during the year ended on 31st March, 2012. The return of
Income for the Assessment Year 2012-13 has been filed accordingly and
the Company has provided for the resultant tax liability. The
assessment is pending and the management does not anticipate any
further tax liability.
5. Based on the information available with the Company, there are no
suppliers registered as micro & small enterprises under Micro, Small,
Medium Enterprises Development Act, 2006. Accordingly, no interest is
due or payable or paid or accrued and remaining unpaid to such
supplier.
6. The Company had taken certain assets like office, residential,
warehouses etc. on operating lease. These leasing agreements are
cancellable and usually renewable on the mutually agreed terms. The
aggregate lease rentals charged to the Statement of Profit and Loss are
Rs. NIL lacs (Previous Year: Rs. 208.05 lacs under Discontinuing
Operations).
7. The Company has entered into the leasing arrangement in respect of
the godown with Riddhi Siddhi Corn Processing Private Limited for a
period of 24 months, with an option to vacate by giving notice period
of three months. The future lease rental income for the these lease
arrangement is as under:
8. As per Honorable High Court of Gujarat''s order approving the Scheme
of Arrangement ("the Scheme") in the nature of demerger, from the
Appointed Date of 1st October, 2011 with Effective Date of 29th May,
2012, the Corn Wet Milling undertaking was transferred to Riddhi Siddhi
Corn Processing Private Limited ("RSCPPL"). The Scheme and related
transactions for demerger and reduction in share capital was given
effect to in the audited financial statements for the year ended 31st
March, 2012.
As part of the Scheme, all assets and liabilities of the Corn Wet
Milling undertaking including employees and their related liabilities
were transferred to the RSCPPL, however contingent liabilities related
to the period prior to Appointment Date i.e. 1st October 2011, arising
out of regulatory, tax, labour, operational or environmental matters
etc. remained with the Company.
As per the High Court Order, resultant excess of Rs.63,807.06 lacs being
the amount of net sale consideration and net value of assets and
liabilities transferred had been added to the capital reserve under
reserves and surplus and accordingly Corn Wet Milling undertaking was
disclosed as discontinued operations in the prior year financial
statements. In view of specific option granted by the Honorable High
Court of Gujarat''s order, during the current financial year, the
Company has transferred the said amount to the General Reserve.
9. The Statement of Profit and Loss for the year ended 31st March,
2013 contains the income from commodities trading transactions and Wind
Mill operations, while the corresponding year ended 31st March, 2012
contains only income from Wind Mill operations. Hence, to that extent
current year results are not comparable with the previous year results.
10. Previous year figures have been re-grouped/re-classified wherever
necessary to correspond with the current year classification/
disclosure.
Mar 31, 2012
1. CORPORATE INFORMATION
Riddhi Siddhi Gluco Biols Limited ("the Company") has made investment
in Wind Farms and is currently engaged in generating and selling power.
The Company was primarily engaged in manufacturing and selling of
Starch products, its derivatives and related by- products. During the
year, as per the Composite Scheme of Arrangement, the Company has
transferred its Corn Wet Milling business (Refer Note 24).
a. Terms / Rights attached to the equity shares
The Company has only one class of equity shares having a par value of Rs.
10 per share. Each holder of equity shares is entitled to one vote per
share. The Company declares and pays dividend in Indian rupees. During
the year, the board of directors have recommended dividend payout of Rs.
25 per share (Previous Year: Rs. 12.5 per share) to the shareholders of
the Company.
In the event of liquidation of the company, the holders of the equity
shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the Company.
b. Terms / Rights attached to the preference shares
Preference shares are redeemable at par on November 3, 2013 with a put
and call option anytime after November 3, 2009
(a) ECBs carry an interest of 6 to 7% p.a. and are secured against the
windmills of the Company. ECB of JPY 854.10 lacs is payable in 18 half
yearly instalment commencing from February 22, 2012 and ECB of USD 200
lacs is payable in 18 half yearly instalments commencing from September
20, 2012.
(b) Vehicle loans are secured by hypothecation of underlying vehicle
taken against loan
(c) The rupee and the foreign currency term loans amounting to Rs. NIL
(Previous year: Rs. 7,646.55 lacs) are secured by first pari passu charge
on the present and future fixed assets of Gokak, Viramgam and Rudrapur
units of the Company, by a second pari- passu charge on the current
assets of these units and further secured by personal guarantees of
some of the directors of the Company. {Refer Note 24(b) and (g)}
* Includes Rs. 99,933.59 lacs receivable from Riddhi Siddhi Corn
Processing Private Limited where a director of the Company is a
director.
2. Corn Wet Milling Undertaking:
a. The Company's petition dated June 28, 2011 for a Composite Scheme
of Arrangement ("the Scheme") under sections 391 and 394 read with
sections 100 to 104 of the Companies Act, 1956 in the nature of
Demerger and transfer of Demerged Undertaking of the Company to Riddhi
Siddhi Corn Processing Private Limited ("RSCPPL" or "Resulting
Company") and reduction of share capital of the Company has been
approved by The Hon'ble High Court of Gujarat vide its order dated
February 7, 2012, which order has been received by the Company on May
1, 2012. The appointed date as per the Scheme is October 1, 2011 and
the effective date is May 29, 2012 (the date the said scheme has been
filed with the Registrar of Companies, Gujarat). Accordingly, the
effect of the Scheme has been given in these financial statements of
the Company for the year ended March 31, 2012.
b. Pursuant to the Scheme, all the assets and liabilities of the Corn
Wet Milling business including industrial undertakings located at
Viramgam, Gokak and Rudrapur ("Demerged Undertaking" as defined in the
Scheme) have been transferred to RSCPPL at the book values as at the
Appointed Date, on a going concern basis. The summary of the assets and
liabilities transferred are as under.
As per the Scheme, all contingent liabilities relating to the period
prior to the Appointed Date arising out of regulatory, tax (including
income tax, excise duty and sales tax liabilities), labour, operational
or environmental matters etc and all such liabilities have been
continued to be to the account of the Company and have not been
transferred to the Resulting Company.
c. For the transfer of the Demerged Undertaking, the sale
consideration, as computed in terms of paragraph number 13 of the
Scheme and as per mutual understanding reached between the Company, on
one hand and RSCPPL and RoquetteFreres, France ("RF") on the other hand
as evidenced by a Memorandum of Understanding ("MOU") dated March 30,
2010 (read with Addendums dated May 18, 2012), is as under:
(i) RSCPPL to allot 2,000,000 Equity shares of face value of Rs. 10 each
to the Company on the Effective Date and as per the mutual
understanding reached between the parties, the Equity Shares so
allotted have been sold by the Company to RF. The realization on such
sale of the shares amounts to Rs.13,659.34 lacs.
(ii) Consideration of Rs.104,789.04 lacs(net of related costs and
non-compete fees payable to promoters and their relatives of Rs.11,377.54
lacs).
d. The excess of the amount of net sale consideration as stated in c
above and net value of assets and liabilities transferred as stated in
b above, amounting to Rs.81,640.75 lacs and after deducting current tax
liability thereon amounting to Rs. 18,000 lacs, has been added to the
balance of Capital Reserve under Reserves and Surplus.
e. Further, as provided in the Scheme and as per the provisions of
Section 100 or any other applicable provisions of the Companies Act,
1956, the Issued, Subscribed and Paid up Equity Share Capital of the
Company has been reduced from Rs.1,114.14lacs divided into 11,141,400
Equity shares of Rs.10 each to Rs. 947.83 lacs divided into 9,478,300
Equity Shares of Rs.10 each by way of cancelling 1,663,100 Equity shares
of Rs. 10 each held by the foreign shareholder - Roquette Freres.
f. As per the Scheme, during the period between the Appointed Date and
the Effective Date, the Company was deemed to have carried on the Corn
Wet Milling business undertaking in "trust" on behalf of RSCPPL.
Further, all the profits or incomes earned and losses and expenses
incurred for the Corn Wet Milling business undertaking, shall for all
purpose be deemed to be profits or income or losses or expenditure of
RSCPPL.
g. Regulatory formalities for transfer of legal ownership and title
deeds of certain category of assets like immovable properties,
licences, agreements, loan documents, investments, employee retirement
benefit schemes and related policies and bank balances in the name of
the Resulting company, as envisaged under the Scheme, are in process.
3. On September 22 & 23, 2011 the Company, along with other group
companies and promoters, were subjected to Search, Survey and Seizure
operation by the Income Tax Department under section 132/133 of the
Income Tax Act, 1961 ("the Act'). Subsequent to the above, the Company
has made disclosure of an unaccounted income of Rs.1,609.75 lacs
excluding amount disclosed by other group companies and promoters, if
any, under section 132(4) of the Act and the same has been shown as
"exceptional item" under Discontinuing Operations in the Statement of
Profit and Loss. Further, above unaccounted income of Rs. 1,609.75 lacs
has been accounted as utilized towards land development at Gokak
factory premises, during the year ended on March 31, 2012. The
management proposed to take appropriate steps to adequately support the
same in due course of time.
4. RSCPPL a subsidiary of the Company was formed for the purpose of
transfer of Company's Corn Wet Milling undertaking vide Composite
Scheme of Arrangement. The Company has not prepared Consolidated
Financial Statements in terms of paragraph 11 of the Accounting
Standard 21 'Consolidated Financial Statements' because RSCPPL being
the only subsidiary with a clear intention of subsequent disposal.
During the financial year ending March 31, 2012, the Company has sold
its investments in RSCPPL. [Refer Note 24(c )]
5. Segment Reporting
a) The Company has disclosed business segment as the primary segment.
Segments have been identified taking in to account the nature of the
products, the differing risks and return, the organization structure
and internal reporting system.
b) The Company's Operations pre-dominantly relates to manufacture of
starch, its derivatives and related by-products. Accordingly, the
Company has identified "Starch & allied Products" and "Wind Energy
Generation" as the operating segments, consisting of manufacturing and
sale of starch & allied products and wind power respectively. Others
consist of trading activities which comprises of less than 10%
revenues. As referred in note 24 above the Company has transferred the
starch business to RSCPPL with effect from October 1, 2011 and
accordingly the starch business has been reported as discontinued
operations.
c) Secondary segment reporting is based on the geographical location of
customers. The geographical segment have been identified based on
revenues with in India (sales to customers with in India) and revenues
outside India (sales to customers located outside India).Since the
export market revenue, results and assets constitute less than 10% of
the total revenue, results and assets, the same has not been disclosed.
6. Contingent Liabilities not provided for (Refer Note 24)
(Rs. in lacs)
Particulars As at As at
March 31 2012 March 31 2011
(i) Outstanding Corporate Guarantees at the
balance sheet date - 2,516.21
[Corporate Guarantees by the Company
Rs. Nil lacs (Previous Year Rs. 5,500 lacs)]
(ii) Claims against the Company not
acknowledged as debt
Excise Duty 2,412.08 1,923.40
Sales Tax 1.00 1.00
Service Tax 8.03 8.03
Income Tax 921.13 -
Other Maters 35.00 48.00
(iii) Bills Discounted with Banks - 429.31
3,377.24 4,925.95
a) Towards Levy of excise duty, including penalty but other than
interest thereof on account of dispute in classification of finished
goods, against which Company has appealed before Appellate Authorities
and Commissioner (Appeals).
b) Towards penalty charges on account of dispute for sales tax demand
against the pending form 19 to be submitted to tax authorities.
c) Towards Service Tax demand on refund claimed on services availed on
export of goods i.e. CHA Services, Port Services and Goods Transport
Services.
d) As mentioned in Note 24, the Company received the Court order on May
1, 2012 and hence had not paid advance income tax pursuant to the gain
on demerger and sale of Corn Wet Milling undertaking. The Company is in
the process of filling the Interest waiver application as required
under CBDT Circular 400/29/2002-IT(B) for waiver of interest under
section 234 A, B and C of the Income tax Act, 1961. Hence, the amount Rs.
921.13lacs (Previous Year: NIL) pertains to the possible claim of
interest in case the waiver application is not accepted.
e) Others include possible claim relating to dispute with workers of
Rs.3lacs (Previous Year: Rs.43 lacs) and a claim in case lodged against
Company for an accident in Maize Starch Powder(MSP) plant of Gokak Unit
amounting to Rs. 32lacs (Previous Year: Rs.5 lacs)
It is not practicable to estimate the timing of cash outflows, if any
in respect of matters (a) to (e) above, pending resolution of the
proceedings with the appellate authorities.
7. During the year, the Company has utilised Minimum Alternative Tax
Credit Entitlement (MAT Credit) of Rs.923.24 lacs in terms of Section
115JAA of the Income Tax Act, 1961, which was not recognised in the
books of account during the financial year ended March 31, 2011 due to
absence of convincing evidence regarding its realisability in future.
8. Based on the information available with the Company, there are no
suppliers registered as micro & small enterprises under Micro, Small,
Medium Enterprises Development Act, 2006. Accordingly, no interest is
due or payable or paid or accrued and remaining unpaid to such
supplier.
9. Employee Benefits
a) Defined Benefit Plan
The Company has a defined benefit gratuity plan. The scheme is funded
with the Life Insurance Corporation of India in the form of a
qualifying insurance policy. Pursuant to the Scheme referred in Note 24
all the employees of the Company have been transferred to RSCPPL with
effect from October 1, 2011 and hence the related employee benefit
balances have also been transferred.
* In the absence of availability of relevant information for the past
year's, the experience adjustments on plan assets and liabilities have
not been furnished as required by para 120(n) of Accounting Standard 15
(R).
b) Defined Contribution Plan:
During the year contribution of Rs.86.76 lacs (Previous Year: Rs. 138.13
lacs) as shown under Discontinuing Operations has been made by the
company towards Provident Fund, Employee State Insurance (ESI) and
Super Annuation Fund Scheme.
10. The Company has taken certain assets like office, residential,
warehouses etc. on operating lease. These leasing agreements are
cancellable and are usually renewable on the mutually agreed terms. The
aggregate lease rentals charged to the Statement of Profit and Loss
under Discontinuing Operations are Rs. 208.05 lacs (Previous Year: Rs.
147.96 lacs).
11. The Revised Schedule VI has become effective from April 1, 2011
for the preparation of financial statements. This has significantly
impacted the disclosure and presentation made in the financial
statements. Previous year figures have been re-grouped/ re-classified
wherever necessary to correspond with the current year
classification/disclosure.
12. As mentioned in Note 24(a), appointed date is October 1, 2011 and
Effective Date of the scheme is May 29, 2012, accordingly the effect of
the Scheme has been given in the financial statement of the Company for
the year ended March 31, 2012 and hence the figures of the previous
year are not comparable with the current year.
13. The figures of the previous year were audited by a firm of
Chartered Accountants other than Deloitte Haskins & Sells.
Mar 31, 2011
1. Nature of Operations
Riddhi Siddhi Gluco Biols Limited ("the Company") is primarily engaged
in manufacturing and selling of Starch products, its derivatives and
related by-products. During the year, the Company has made investment
in Wind Farms power generation of which part of the facilities have
started commercial operations.
2. a) The Company's Board of Directors at its meeting held on 7th
January 2011 has approved a Composite Scheme of Arrangement for
transfer of Company's Corn-Wet-Milling business including industrial
undertakings located at Viramgam, Gokak and Rudrapur, respectively, on
a going concern basis to its newly formed subsidiary Company, namely,
M/s Riddhi Siddhi Corn Processing Private Limited ("RSCPPL") for a cash
consideration of Rs. 858.57 Crores and 2,000,000 equity shares of Rs.
10 each of RSCPPL from the appointed date April 1, 2011. As per the
scheme, the said consideration amount would stand revised based on the
net current assets value of Corn-Wet-Milling business of the Company at
the effective date of the transaction. As part of the Scheme, the
Company also propose to reduce and cancel its issued, subscribed and
paid up equity share capital to the extent of Rs. 1.66 crores being
amount of 16,63,100 equity shares of Rs. 10 each, presently held by
Roquette Freres in terms of section 100 of the Companies Act, 1956.
Currently, the Company has filed the approved scheme with Bombay Stock
Exchange and it proposes to comply with other regulatory approvals and
compliances in course of time by December 31, 2011.
Apart of the Composite Scheme of Arrangement as referred above, an
agreement has been reached between the Company, its promoters and
Roquette Freres, France (Proposed Investor) whereby Roquette Freres,
France propose to acquire majority stake in the subsidiary Company,
RSCPPL with further option to buy entire shareholding in RSCPPL.
3. Riddhi Siddhi Corn Processing Private Limited (RSCPPL), a
subsidiary of the Company is formed for the purpose of transfer of
Company's Corn Processing business as per the Composite Scheme of
Arrangement, subsequent to all regulatory approval and compliances. The
Company has not prepared Consolidated Financial Statements in terms of
paragraph 11 of the Accounting Standard 21 'Consolidated Financial
Statements', because RSCPPL being only Subsidiary Company is being held
by the Company with a clear intention of subsequent disposal in future
as per the Composite Scheme of Arrangement .
4. Segment Reporting
a) The Company has disclosed business segment as the primary segment.
Segments have been identified taking in to account the nature of the
products, the differing risks and return, the organization structure
and internal reporting system.
b) The Company's Operations pre-dominantly relates to manufacture of
starch, its derivatives and related by-products. Accordingly, the
Company has identified "Starch & allied Products" and "Wind Energy
Generation" as the operating segments, consisting of manufacturing &
sale of starch & allied products and wind power respectively. Others
consist of trading activities which comprises of less than 10%
revenues. The company intends to transfer the starch business to its
subsidiary Riddhi Siddhi Corn Processing Private Limited with effect
from 1st April 2011, subsequent to regulatory approvals and other
compliances over due course of time. Accordingly starch business has
been reported as discontinuing operation.
c) Secondary segment reporting is based on the geographical location of
customers. The geographical segment have been identified based on
revenues with in India (sales to customers with in India) and revenues
outside India (sales to customers located outside India).
Since the export market revenue, results and assets constitute less
than 10% of the total revenue, results and assets, the same has not
been disclosed.
5. Contingent Liabilities not provided for
(Rs. in lacs)
Particulars As at As at
31.03.2011 31.03.2010
(i) Outstanding Corporate Guarantees
at the balance sheet date [Corporate
Guarantees given by the Company
Rs 5,500.00 lacs (Previous Year:
Rs 7,500.00 lacs)] 2,516.21 6,748.69
(ii) Claims against the Company not
acknowledged as debts Excise
Duty [Refer note (a)] 1,923.40 3,123.33
Sales Tax [Refer note (b)] 1.00 2.23
Service Tax [Refer note (c)] 8.03 6.34
Income Tax à 83.58
Other matters [Refer note (d)] 48.00 55.50
(iii) Bills discounted with Banks 429.31 286.20
4,295.95 10,305.87
(a) Towards levy of Excise duty, including penalty but other than
interest thereof on account of dispute in classification of finished
goods, against which Company has appealed before Appellate Authorities
and Commissioner (Appeals).
(b) Towards penalty charges on account of dispute for sales tax demand
against the pending Form19 to be submitted to tax authorities.
(c) Towards Service Tax demand on refund claimed on services availed on
export of goods i.e. CHA Service; Port Service and Goods Transport
Service.
(d) Others include possible claim relating to dispute with workers of
Rs. 43 lacs (Previous Year: 50.50 lacs) and a claim in a case lodged
against Company for an accident in MSP plant of Gokak unit amounting to
Rs. 5 lacs (Previous Year: 5 lacs).
It is not practicable to estimate the timing of cash outflows, if any
in respect of matters (a) to (d) above, pending resolution of the
proceedings with the appellate authorities.
b) During the year, Minimum Alternative Tax Credit Entitlement (MAT
Credit) of Rs. 1,446 lacs (Rs Nil) has arisen in terms of section
115JAA of the Income Tax Act, 1961. However, in terms of Guidance Note
issued by the Institute of Chartered Accountants of India, in absence
of convincing evidence regarding its realisability in future, the above
MAT Credit has not been recognized in the books of accounts.
6.Information in respect of Related Parties
i) List of related parties where control exists and related parties
with whom transaction have taken place and relationships:
(A) Key Management Personnel (KMP)
Mr. Sampatraj L. Chowdhary Chairman
Mr. Ganpatraj L. Chowdhary Managing Director
Mr. Mukesh kumar S. Chowdhary Executive Director
(B) Relatives of Key Management Personnel (RKMP)
Mr. Shrenik S. Chowdhary Son of Mr.Sampatraj L.Chowdhary
Mr. Shreepal S. Chowdhary Son of Mr.Sampatraj L.Chowdhary
Mr. Siddharth G. Chowdhary Son of Mr.Ganpatraj L.Chowdhary
(C) Enterprises commonly controlled or influenced by Directors /
Key Management Personnel of the Company and their Relatives (EHSI)
Vicas Vehicles Private Limited
Creelotex Engineering Private Limited
Vascroft Design Private Limited
Safari Biotech Private Limited
Telecon Infotech Private Limited
(D) Subsidiary Company
Riddhi Siddhi Corn Processing Private Limited (w.e.f August 25, 2010)
7. Exchange Difference on Long Term Foreign Currency Monetary Item
The company, as per the Ministry of Corporate Affairs notification
dated 31 March, 2009 has exercised the option of implementing the
provisions of paragraph 46 of Accounting Standard (AS 11) "The Effect
of Change in Foreign Exchange Rate" prescribed by Companies (Accounting
Standards) Amendment Rules, 2006. Accordingly, exchange differences
related to long term foreign currency monetary items so far as they
relate to the acquisition of a depreciable capital assets are
capitalized and depreciated over the useful life of the assets and in
other cases, have been transferred to Foreign Currency Monetary
Translation Difference Account and amortized over the balance period of
such long term assets / liabilities, but not beyond accounting period
ending on or before March 31, 2011. The unamortized balance in this
account is Rs. Nil (Previous Year: Rs. 43.54 lacs)
8. Based on the information available with the Company, there are no
suppliers registered as micro & small enterprises under Micro, Small,
Medium Enterprises Development Act, 2006. Accordingly, no interest is
due or payable or paid or accrued and remaining unpaid to such
supplier.
9. Details of Employee Benefits à Gratuity
The company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets a gratuity on departure at
15 days salary (last drawn salary) for each completed year of service.
The scheme is funded with the Life Insurance Corporation of India in
the form of a qualifying insurance policy.
Defined Contribution Plan:
During the year, contribution of Rs.138.13 lacs (Previous year: Rs.
128.13 lacs) has been made by the Company towards provident fund,
Employee State Insurance (ESI) and Superannuation Fund Scheme.
10. The Company has taken certain assets like office, residential,
warehouses etc. on operating lease. These leasing arrangements are
cancellable and are usually renewable on the mutually agreed terms. The
aggregate lease rentals charged to the Profit and Loss Account are Rs.
147.96 lacs (Previous Year: Rs. 78.96 lacs).
11.Additional information pursuant to the provisions of paragraphs 3,
4C and 4D of Part II of Schedule VI to the Companies Act, 1956
12. Out of Sales Tax Deferment Loan of Rs. 3,433.04 Lacs (Previous
Year: Rs. 2,473.34 lacs) shown under the head "Unsecured Loans"
(Schedule 4), an amount of Rs. 2,038.46 Lacs (Previous Year 1,078.76
lacs) is subject to final assessment by the Commercial Tax Department,
Karnataka.
13. Figures for the previous year have been regrouped and / or
rearranged, wherever necessary, to confirm with current year's
groupings.
Mar 31, 2010
1. Nature of Operations
Riddhi Siddhi Gluco Biols Limited (Ãthe Company) is primarily a Corn
Wet Miling Company which manufacture Starch, its derivatives and
related By-products. Company has manufacturing locations situated at
Viramgam (Gujarat), Gokak (Karnataka) and Pantnagar (Uttarakhand).
The Company is also engaged in trading of maize and chemical products.
2. Segment Reporting Business Segment:
The Companys business consists of manufacturing, sales and trading of
Corn-Wet-Milling, Starch and its derivates. Since the Companys
business falls within a single reportable business segment, disclosure
requirements of Accounting Standard (AS) 17 Ã Segment Reporting are not
reported upon separately.
Geographical Segment:
Secondary segmental reporting is based on the geographical location of
customers. The geographical segments have been identified based on
revenues within India (sales to customers within India) and revenues
outside India (sales to customers located outside India).
Since the export market revenue, results and assets constitute less
than 10% of the total revenue, results and assets, the same has not
been disclosed.
3. Contingent Liabilities not provided for
(Rs. in lacs)
Particulars 2009-10 2008-09
i) Guarantees and Corporate
Guarantees given by the Company 6,748.69 86.00
ii) Claims against the Company
not acknowledged as debts
Excise Duty [Refer note (a)] 3,123.33 2,422.18
Sales Tax [Refer note (b)] 2.23 6.81
Service Tax [Refer note (c)] 6.34 -
Income Tax [Refer note (d)] 83.58 -
Other matters [Refer note (e)] 55.50 10.85
iii) Bills discounted with Banks 286.20 766.82
10,305.87 3,292.66
a) Towards levy of Excise duty, including penalty but other than
interest thereof on account of dispute in classification of finished
goods, against which Company has appealed before an Appellate
Authorities and Commissioner (Appeals).
b) Towards penalty charges on account of dispute for sales tax demand
against the pending Form 19 to be submitted to tax authorities.
c) Towards Service Tax demand on refund claimed on services availed on
export of goods i.e. CHA Service, Port Service and Goods Transport
Service.
d) Towards Income Tax liability, on account of disallowance of deferent
of sales tax liability.
e) Others include possible claim relating to dispute with workers of
Rs. 50.50 lacs (Previous Year: 5.50 lacs) and a case lodged against
Company for an accident in MSP plant of Gokak unit amounting to Rs. 5
lacs (Previous Year: 5 lacs).
It is not practicable to estimate the timing of cash outflows, if any,
in respect of matter Ãa to Ãe above, pending resolution of the
proceeding with the appellate authority.
iv) As per the demand-cum-attachment notice received from Employees
State Insurance Corporation (Puducherry) under Section 45A of the ESI
Act 1948, the Company has been made Party to the ESI dues of Rs. 85.66
lacs payable in respect of its Puducherry unit for the period from
1/1997 to 12/2005 when the unit was not owned by the Company. The
Puducherry unit was purchased by the Company vide Business Transfer
Agreement dated 9/2005 and as per agreement all the statutory
liabilities for the earlier period is required to be settled by
previous owner of the said unit. The previous owner has taken-up the
matter with ESI department and is in the process of settling the dues.
The management is of the opinion that, no liability is likely to
devolve on the Company in the matter based on the action initiated by
the previous owner of the unit.
* Including Rs. 1,510.94 lacs (Previous Year: Rs. Nil) recognised in
Current Year for previously unrecognised Deferred Tax Liabilities
4. Information in respect of Related Parties
A) Key Management Personnel (KMP)
Mr. Sampatraj L. Chowdhary Chairman
Mr. Ganpatraj L. Chowdhary Managing Director
Mr. Mukeshkumar S. Chowdhary Executive Director
B) Relatives of Key Management Personnel
(RKMP)
Mr. Shrenik S. Chowdhary Employee
Mr. Shreepal S. Chowdhary Employee
Mr. Siddharth G. Chowdhary Employee
c) Enterprises commonly controlled or influenced by Directors/ Key
Management Personnel of the Company and their relatives (EHSI) Shreepal
Startch Products Vicas Vehicles Private Limited Creelotex Engineering
Private Limited Vascroft Design Private Limited
5.There are no suppliers who are registered as micro, small or medium
enterprise under "The Micro, Small and Medium Enterprise Development
Act, 2006" as at March 31, 2010. The information regarding micro, small
or medium enterprises have been determined to the extent such parties
have been identified on the basis of information available with the
Company.
6. Details of Employee Benefits - Gratuity
The company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets a gratuity on departure at
15 days salary (last drawn salary) for each completed year of service.
The scheme is funded with the Life Insurance Corporation of India in
the form of a qualifying insurance policy.
The following tables summaries the components of net benefit expense
recognised in the profit and loss account and the funded status and
amounts recognised in the balance sheet for the plan.
7. The Companys significant leasing arrangements are primarily in
respect of operating leases for premises (office, residential,
warehouses etc.). As these leasing arrangements which are not
non-cancellable are usually renewable on mutually agreed terms. The
aggregate lease rental charged to the Profit and Loss Account is Rs.
78.39 lacs (Previous Year: Rs. 97.51 lacs).
a) Sales amount is stated at net of Sales Tax and Excise Duty.
b) Quantitative information relating to husk and fibre included in
By-products and others above has not been disclosed as it is not
practicable to furnish such information, each being less than 10% of
the value in total.
8. During the year, the Company has reversed the Government Grant of
Rs. 30 lacs in the nature of Promoters Contribution from the opening
balance of capital reserve, which was pending to be received from
Government authorities. The amount has been reversed considering that
receipt of grant is possible in nature and same shall be accounted on
actual receipt basis.
9. Out of Sales Tax Deferment Loan of Rs. 2,473.34 lacs (Previous
Year: Rs.1,829.21 lacs) shown under the head "Unsecured Loans"
(Schedule 4), an amount of Rs. 1,078.76 lacs (Previous Year: 1,829.21
lacs) is subject to final assessment by the Commercial Tax Department.
10. The Current Years incremental depreciation charge on account of
revaluation value of assets include additional depreciation charge of
Rs. 290.35 lacs (Previous Year: Rs. Nil) on account of short provision
of depreciation in the earlier years. An equivalent amount thereof has
been withdrawn from revaluation reserve.
11. Prior period items consist personnel expenses related to previous
year.
12. The figures of the previous year were audited by a firm of
Chartered Accountants other than S.V.
& Associates. These have been regrouped/rearranged wherever necessary
to confirm to current years classifications.
Mar 31, 2009
1. In the Opinion of the Director, the current assets, loans and
advances are approximately of the value stated, if realised in the
ordinary course of the business and there is no contingent liability
other than stated and provisions for all known liabilities are
adequately made.
2. The balances of loans, capital work in progress, current
liabilities, debtors, loans and advances are subject to confirmation
and subsequent clearance of cheques and necessary adjustment/
provisions or proper classification, if any required will be made on
its reconciliation.
3. a) The amount of capital work in progress consists of capital work
in progress & sundry advances of Rs. 1029.76 lacs (Previous
year Rs. 568.65 lacs) and creditors for capital goods of Rs. 419.88
lacs (Previous year Rs. 526.67 lacs).
b) Amount of sales bills/orders discounted with the bankers of Rs.
766.82 lacs (Previous year Rs. Nil) has been reduced from the balance
of Sundry debtors.
4. The Company has acted as a facilitator for providing the finance to
the Village Level Aggregators for purchase of raw materials and dues of
the bank has been shown under the head "Unsecured Loan".
5. During the year, against the claim for damage of Corn Starch Drying
Plant at Gokak of Rs. 168.83 lacs Rs. 75.00 lacs was received and
balance amount is still to be settled and received and the same has
been shown as receivable.
6. During the year the Company has been granted capital subsidy for
Development of Project from Government of India of Rs. 72.90 lacs
(Previous year Rs. 485.20 lacs) and the same has been credited to
Capital Reserve Account.
7. Company is contingently liable for: -
a) Estimated amount of contract remaining to be executed on capital
account and not provided for Rs. 848.00 lacs (Previous year Rs. 250.00
lacs).
b) Disputed Income tax liability of Rs. Nil (other than the matters in
which department is in appeal) (Previous year 12.46 lacs) against which
appeals are pending before an Appellate Authority.
c) Disputed Sales Tax Liability of Rs. 6.81 lacs (Previous year Rs.
6.81 lacs).
d) Excise Liability of Rs. 1787.04 lacs (Previous year Rs. 1 510.40
lacs) other than interest and penalty on account of dispute in
classification of products, against which Company has preferred appeals
before an Appellate Authority.
e) Counter Guarantees of Rs. 86.00 lacs (Previous year Rs. 134.27 lacs)
given to the bank.
f) Electricity Tax of Rs. Nil lacs (Previous year Rs. 23.39 lacs).
g) Estimated amount relating to disputed labour law matters Rs. 5.85
lacs (Previous year Rs. 3.50 lacs).
h) Estimated amount relating to case lodged against Company for an
accident at MSP Plant of Gokak unit Rs. 5 lacs (Previous year Nil).
8. Pursuant to the amendment of the transitional provisions of
Accounting Standard 11 on The Effects of Changes in Foreign Exchange
Rates, exchange differences have been accounted for as described in
A(12) of Schedule 14 foregoing.
Accordingly Rs. 2187.61 lacs has been added to the cost of Fixed
assets, Rs. 1013.61 lacs transferred to Foreign Currency Monetary Item
Translation Difference Account (unamortised balance at year end Rs.
675.74 lacs) and consequently, the Profit for the year is higher by Rs.
3021.16 lacs and the General Reserve is lower by Rs. 157.80 lacs.
9. The Company has fulfilled the export obligation against import of
capital goods / consumable stores under EPCG Scheme and procedure for
closures of license with the concerned authorities is in progress.
10. During the year, on the basis of records, the Company has
capitalised various indirect expenses related to the project, amounting
to Rs. 19.90 lacs (Previous year Rs. 1220.92 lacs).
11. The Company has not received information from vendors regarding
their status under the Micro, Small and Medium Enterprises Development
Act, 2006 and hence disclosure relating to amounts unpaid as at the
year end together with interest paid/payable under this act and as
required by Schedule VI of the Companies Act, 1956 have not been given.
12. The Company is engaged in Corn-Wet-Milling and as an integrated
business of manufacturing Starches and its derivatives, since there is
only one economical & political condition and exchange control
regulation: hence does not have a reportable segment, identifiable in
accordance with AS- 17, issued by The Institute of Chartered
Accountants of India.
13. The Company has opted for the Group gratuity cum life insurance
scheme of the Life Insurance Corporation of India (LIC). The Company
charge actuarial valuation to the profit and loss account. LIC has
confirmed that the contribution taken together with the fund available
with LIC in the corpus cover adequately the actuarially valued gratuity
liability of the Company, LIC would, however, seek replenishment of
funds, should the funds get depleted due to abnormal withdrawal in any
year.
IV) Value of Imports
- CIF value of imports:- - Capital Goods Rs. 208.17 lacs
(Rs. 305.42 lacs)
- Raw material & Chemicals Rs. 336.81
lacs (Rs. 182.42 lacs)
- Stores & consumables Rs. 18.65 lacs
(Rs. 5.41 lacs)
- Technical services & expenditure
Rs. 12.93 lacs (Rs. 10.84 lacs)
V) Expenditure in foreign currency
- Travelling expenses of Rs. 12.44 lacs (Rs. 7.16 lacs)
VI) Earning in foreign exchange:
- FOB Value of Exports Rs. 5400.01 lacs (Rs. 2358.33 lacs).
14. Previous year figures have been rearranged or regrouped wherever
necessary. Figures in brackets are of previous year.
15. Signed Schedule No. 1 to 14 forms part of the annexed accounts of
the Company.
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