annual report 2011-2012 - bombay stock exchange · in this annual report we have disclosed...

REI AGRO LIMITED

Annual Report 2011-2012

Directors’ Report Management Discussion and Analysis Corporate Governance Auditors’ Report Financials

ii

Contents

Corporate Information ........................................................................... 1

Directors’ Report ..................................................................................... 2

Management Discussion and Analysis .................................................. 7

Corporate Governance ............................................................................ 13

Auditors’ Report ....................................................................................... 25

Financials ................................................................................................... 28

Consolidated Financial Statements ........................................................ 53

Disclaimer

In this Annual Report we have disclosed forward-looking statements to enable investors to comprehend our prospects and take informed investment

decisions.This report and other statements- written and oral that we periodically make contain forward-looking statements that set out anticipated results

based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’,

‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in our assumptions. The achievement

of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialse, or should underlying

assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We

undertake no obligation to publicly update any forward looking statements, whether as a result of new information, future events or otherwise.

1

BOARD OF DIRECTORS

Shri Sanjay Jhunjhunwala Chairman

Shri Sandip Jhunjhunwala Vice Chairman cum Managing Director

Dr. ING N. K. Gupta

Shri A. Chatterjee Independent Non-Executive Directors

Shri K. D. Ghosh

COMPANY SECRETARY cum COMPLIANCE OFFICER

Shri Mandan Mishra

REGISTERED OFFICE

“ Everest House”

46C, Chowringhee Road,

15th fl oor, Room No. 15-B

Kolkata - 700071

CORPORATE OFFICE

311, B, C & D, 2nd Floor

DLF South Court, Saket

New Delhi-110017

AUDITORS

P. K. Lilha & Co.

Chartered Accountants

INTERNAL AUDITORS

S. Jaykishan


PRINCIPAL BANKERS

UCO Bank

IDBI Bank Limited

Indian Overseas Bank

Corporation Bank

Allahabad Bank

State Bank of Bikaner & Jaipur

United Bank of India

Axis Bank

INDUSIND Bank

Dena Bank

Union Bank of India

State Bank of Patiala

Bank of Maharashtra

State Bank of Travancore

State Bank of India

Karur Vysya Bank

Central Bank of India

Infrastructure Development Finance Company Ltd.

Indian Renewable Energy Development Agency Ltd.

ICICI Bank, Hong Kong Branch

Dhanlaxmi Bank Limited

Lakshmi Vilas Bank Limited

Bank of Baroda

ING Vysya Bank Limited

The Jammu & Kashmir Bank Limited

REGISTRAR & SHARE TRANSFER AGENTS

Maheshwari Datamatics Pvt. Ltd

6th Mangoe lane, 2nd Floor,

Kolkata - 700001

Tel: + 91 33 22482248/22435029

Fax: +91 33 2248 4787

Email: [email protected]

Corporate information

}


2

Dear Members,

Your Directors have pleasure in presenting the 18th Board Report

along with the Audited Financial Results for the year ended 31st

March 2012.

1 FINANCIAL PERFORMANCE (` In Lacs)

Particulars 2011-2012 2010-2011

Sales 422,548 372,435

Other Income 320 386

Total 422,868 372,821

Profi t Before Interest and

Depreciation and Amortisation

(PBIDTA)

83,572 77,575

Less: Interest 51,380 33141

Less: Depreciation 3,879 2,212

Profi t Before Taxation (PBT) 28,313 42,222

Provision for Current Taxation 5,650 13,975

Prior Period Tax Payments 40 1

Profi t after Taxation (PAT) 22,623 28,247

FINANCIAL REVIEWDuring the year under review your Company has achieved a

turnover of ` 4225 Crore as against ` 3724 Crores in the previous

year. An increase of 13.48% over the last year. However during

the year, net profi t of the Company is reduced to ` 226 Crores

in comparison to net profi t of 282 Crores in the previous year.

We have managed to increase our top line but due to increase in

interest cost bottom line was slightly pressed. The highlights of

the performance of each of the segments of your company are

highlighted later in this report.

2. DIVIDENDFor the year under review, the Board of Directors of the Company

have proposed and recommended a dividend of 50% i.e., Re. 0.50

on face value of Re. 1 each equity share, aggregating to ` 4789.92

lacs. In addition, Board of Directors have also proposed and

recommended a dividend @ 4%, i.e. ` 4/- each on the preference

share having face value of ` 100/- each to the preference

shareholders aggregating to `160 lacs for the fi nancial year 2011-

12. The fi nal dividend, if approved, will be paid within 30 days of

its declaration.

3. UNCLAIMED / UNPAID DIVIDEND (TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND)Pursuant to Section 205A read with Section 205C of the

Companies Act, 1956, unclaimed dividend which remains unpaid

for a period of seven years shall be transferred to Investor

Education & Protection Fund. Accordingly, the Company has

transferred all unclaimed dividend for the year 2003-2004 to the

said fund. Unclaimed dividend for the year 2004-05 (` 2,89,633)

shall be transferred to the said fund before the due date.

It may be noted that upon the transfer of dividend to Investor

Education & Protection Fund, members lose their right to claim

such dividend. Therefore Members are requested to claim the

amount of Unpaid/unclaimed dividend for the year 2004-2005

onwards.

4. TRANSFER TO GENERAL RESERVE Your Company proposed to transfer ` 14 Crore to General

Reserves out of the amount available for appropriation.

5. CONSOLIDATED FINANCIAL STATEMENTREI Agro group has reported a consolidated revenue of `

5382 crores for the fi nancial year ended on 31st March, 2012,

Consolidated profi t before tax stood at ` 445 crores and

consolidated Profi t after tax stood at ` 388 Crores. There have

been no consolidated fi gures available for the previous year as all

the subsidiary companies have started their business operations in

year 2011-12.

In accordance with the Accounting Standard AS-21 on

Consolidated Financial Statement read with Accounting Standard

AS-23 on Accounting for investment in Associates, your Directors

provide the Consolidated Audited Financial Statement in the

Annual Report.

However, in accordance with the general circular No. 2/2011

dated 8th Feb, 2011, issued by the Ministry of Corporate affairs,

Directors’ Report


3

Government of India, the Balance Sheet, Profi t and Loss account

and other documents of the Subsidiary companies are not being

attached with balance sheet of the Company. However the

fi nancial information’s of the subsidiary Companies is disclosed in

the Annual report in compliance with the said circular. Company

will make available the said annual accounts and other related

information’s of the subsidiary companies upon request of any

member of the Company or its subsidiary company and same will

also be kept open for inspection by any member at the registered

offi ce of the Company and at subsidiary Company.

6. SUBSIDIARY COMPANIES Your Company has incorporated four (100 %) wholly owned

foreign subsidiary Companies in Dubai and Mauritius. Out of

which one wholly owned subsidiary is incorporated at Dubai Multi

Commodities Centre ( DMCC) Dubai in the name of REI Agro

Traders JLT, However later on name of the said subsidiary was

changed to “Ammalay Commoditiess JLT”. Other three 100 %

wholly owned subsidiaries were incorporated at Mauritius, namely;

Holy Stars Ltd, Auckland Holdings Ltd and Orient Agro (M) Ltd.

All the above subsidiary Companies have started their business

operations in the year under review.

7. BUSINESS SEGMENTSCompany operate in two Business segments i.e. Basmati Rice

Processing and Wind Power Generation. However, the Company

has discontinued the separate segment reporting for wind power

generation because the total revenue, profi t or the capital employed

in the wind power generation is less than 10 per cent threshold

limits of revenue, result, and assets, which is required for separate

reportable segment as provided in Accounting Standard 17 (AS

17 – Segment Reporting) issued by ICAI / Company (Accounting

Standards) Rules, 2006.

7.1 OPERATIONAL PERFORMANCE

During the fi nancial year 2011-2012, there was an increase in

sales of food product to ` 4200 Crore from ` 3702 Crore in the

immediately preceding previous year. An 13.45% increase over the

last year.

Due to continue efforts for modernizing and urge of expansion,

Company has reached the installed capacity of 118 TPH during

the year in comparison of 103 TPH in the previous year. With the

successful implementation of modernizing processes, we expect

substantial improvement in the overall operational effi ciency.

Exports performance

During the year under review, export sales of the Company

stood at ` 233 Crores. The company has taken several measures

to increase the export sales like incorporation several subsidiaries

in Dubai and Mauritius as direct presence will help us capitalize

on the opportunities in the international market. As you can see

there has been a shortfall in the export of the company during FY

2012. The shortfall in the export fi gure is primarily on account of

expedition of international launch of our brand. We have launched

Raindrops in the domestic markets and it has already emerged as

one of the largest brands in the organized space. Encouraged by

the performance of the Raindrops brand in the domestic market,

we have planned to expedite the international launch of the brand.

In order to prepare the market for the launch we had discontinued

the private label (Buyers brand) sale of our rice towards the end

of the fi nancial year. This has resulted in a reduction in our export

sales; however, with the launch of our brand in the current year

and the commencement of shipments on private label basis we are

confi dent of increasing our export.

7.2 WIND POWER PERFORMANCE

Company has its wind power generations farms in the States of

Rajasthan, Maharashtra, Tamil Nadu and Gujarat, having total

installed capacity of 46.1 MW. During the fi nancial year 2011-2012,

revenue from the wind power generation was of ` 23.64 Crore.

Wind power generation farm at Rajasthan, registered with UNFCC

and has earned revenue of ` 1.34 crores through sale of Carbon

Credits. Further the Company is in the process of registration

of its wind power generation farms situated at Tamil Nadu and

Maharashtra with UNFCC and will be able to earn signifi cant

number of carbon credits once these projects get registered.

8. CREDIT RATINGCredit and Analysis Research Ltd. (CARE) has upgrade the rating

as CARE “A+”(Single A Plus) assigned to( long term facilities)

Non Convertible Debentures (NCDs) issued by the Company.

Further Credit and Analysis Research Ltd. (CARE) has also issued

PR1+ ( PR One Plus) rating to the short term credit facilities of

the Company.


4

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORTA report on the management discussion and analysis is annexed

hereto and forms part of this report.

10. CORPORATE GOVERNANCEYour Company is committed to maintain the highest standards

of Corporate Governance. A report on Corporate Governance

as stipulated under clause 49 of the Listing Agreement entered

with the Stock Exchanges forms part of the Annual Report.

Requisite certifi cate from the auditors of the company confi rming

compliances with the conditions of corporate governance as

stipulated under clause 49, is attached to this report.

11. ENVIRONMENTAL ASPECT AND SOCIAL RESPONSIBILITYThe Company continues to show its commitment for improvement

in all aspects of the environment and pays special emphasis for

plantation and preservation of trees, development of gardens in

the vicinity of the factory and offi ce premises. We pay full attention

to promote, improve and maintain our responsibility to the society.

The Company is also setting up a rice husk based power plant

and Wind power generation farm of the Company situated at

Rajasthan, registered with UNFCC and the Company is also in the

process of registration of its other wind power generation farms

situated at Tamil Nadu and Maharashtra with UNFCC.

12. DIRECTORSIn accordance to the section 255 of the Companies Act, 1956

and Article 95 of the Article of Association of Company, Shri

Sanjay Jhunjhunwala and Shri A. Chatterjee, Directors of the

Company, will retire by rotation and being eligible offer themselves

for re-appointment at the ensuing Annual General Meeting. Your

Directors recommend their re-appointment.

A brief resume of the Directors seeking re-appointment, their

expertise etc. is given in the notice to the ensuing Annual General

Meeting.

13. AUDITORSM/s P.K.Lilha & Co., Chartered Accountants, Statutory Auditors

of the Company, holds offi ce until the conclusion of the ensuing

Annual General Meeting and are eligible for reappointment. They

have indicated their willingness to accept re-appointment. In terms

of Section 224A of the Companies Act, 1956, their re-appointment

needs to be approved by the members and their remuneration has

to be fi xed.

AUDITORS’ REPORT

The Notes on Accounts referred to the Auditors’ Report are self

explanatory and do not call for any further comments.

14. DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to requirement under Section 217 (2AA) of the

Companies Act, 1956, with respect to Directors’ Responsibility

Statement, it is hereby confi rmed that:

• In preparation of the annual accounts, the applicable

accounting standards had been followed along with the

proper explanations relating to material departures, if any.

• The Directors have selected such accounting policies and

applied them consistently and made judgments and estimates

that are reasonable and prudent so as to give a true and fair

view of the state of the affairs of the Company at the end of

the fi nancial year and of the profi t or loss of the Company

for that period.

• The Directors have taken proper and suffi cient care for the

maintenance of adequate accounting records in accordance

with the provision of the Companies Act for safeguarding

the assets of the Company and for preventing and detecting

the fraud and other irregularities.

• The Directors have prepared the annual accounts on a going

concern basis.

15. PUBLIC DEPOSITSThe Company has neither invited nor accepted any public deposits

during the year under review.


5

16. PARTICULARS OF EMPLOYEESIn terms of the provisions of Section 217(2A) of the Companies

Act, 1956, read with the Companies (Particulars of Employees)

Rules, 1975 as amended, the names and the other information’s

are set out in the annexure to the Directors report. However

having regards to the provisions of Section 219(1)(b)(iv) of the

said Act, the Annual Report excluding the aforesaid information(

annexure) is being sent to all the members of the Company and

others entitled thereto. Statement of particulars of employees and

other documents, if any, which are not annexed to this Report,

will be open for inspection for the shareholders at registered offi ce

of the Company during working hours for a period of 21 days

before the date of annual general meeting. Any member interested

in obtaining such particulars may write to the Company Secretary

of the Company.

17. SECRETARIAL AUDIT• Pursuant to Clause 47(c) of the Listing Agreement with

the Stock Exchanges, certifi cates, on half-yearly basis, have

been issued by a Company Secretary-in-Practice for due

compliance of share transfer formalities by the Company.

• A Company Secretary-in-Practice carried out a Reconciliation

of Share Capital Audit to reconcile the total admitted capital

with NSDL and CDSL and the total issued and listed capital.

The audit confi rms that the total issued/paid up capital is

in agreement with the aggregate of the total number of

shares in physical form and the total number of shares in

dematerialized form (held with NSDL and CDSL).

18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOYour company strives hard to take all measures to conserve energy

and use the latest technology. The particulars relating to energy

conservation, technology absorption, foreign exchange as required

to be disclosed under section 217(1)(e) of the Companies Act,1956

read with the Companies (Disclosure of Particulars in the Report

of Board of Directors ) Rules,1988 are annexed as Annexure ‘A’

and forms part of this Report.

19. ACKNOWLEDGMENTThe Board acknowledge the assistance provided to the Company

by its bankers and also place on record their appreciation for

the assistance and co-operation received from our bankers,

government authorities, employees, stakeholders, vendors and

members during the year under review. Your Directors are quite

optimistic for support to be extended by all in the years to come.

For and on behalf of Board of Directors

(Sandip Jhunjhunwala) (A. Chatterjee)

Vice Chairman & Managing Director Director

Place: Kolkata

Date: 30 May, 2012


6

ANNEXURE AConservation of energy: Review of business process and close coordination with plants has resulted in energy conservation. Some of the energy conservation measures taken during the year 2011-12 in the different areas are as under: i) Boiler effi ciency test has been carried out to ascertain the

boiler performance. Boiler feed pumps, FD and ID fans have been tested upon to arrive at energy savings.

ii) The lighting inventory has been collected and lighting load taken for a full day to ascertain the light load trend.

iii) Company has installed a rice Husk Based Turbine (cogeneration Power Unit) for captive use having 3 MW and 2.5 MW power generation capacities at unit I & II respectively, of the Company.

Form- AParticulars F.Y- 2011-12 F.Y- 2010-11

1. Electricity (A) Purchased

Unit (in KWH) 17,743,734 9,450,769Total Amount (in Rs.) 97,803,202 50,980,776Rate/Unit 5.51 5.39

(B) Own Generation (i) Through Diesel Generator

Unit (in KWH) 962,653 1,425,857Unit per Ltr of Diesel Oil 3.47 3.37Cost/Unit 11.26 10.60

(ii) Through Steam Turbine (Husk Based Turbine) Unit (in KWH) 3,903,930 1,614,480Husk/Unit/Unit (in KG) 1.54 1.42Cost/Unit 4.63 4.96

2. Coal (specify quantity and where used) Quantity (tonnes) Nil NilTotal Cost Nil NilAverage Rate Nil Nil

3. Furnance Oil Nil NilQuantity Nil NilTotal Cost Nil NilAverage Rate Nil Nil

4. Other/internal Generation Nil NilQuantity Nil NilTotal Cost Nil NilRate/ Unit Nil Nil

Technology absorption: i) Specifi c Areas in which R & D was carried out by the

Company: The company has its own laboratory for improving the quality

of its product and effi ciency of the processes. The Company is using nitrogen fl ushed packaging system to provide longer shelf life to its products.

ii) Benefi ts derived as a result of the above efforts: The company expects to decrease the percentage of broken

rice and get fi nished rice grains with better gloss and fi nish resulting in increased marketability.

iii) Future plan of action: It is proposed to continue to strengthen the in-house R & D

facilities. Technology absorption, adaptation and innovation efforts in brief, made towards improvement of quality and quantity of the product: The Company is constantly striving to improve the process, so as to reduce input costs and upgrade the quality of its product.Form ‘B’Technology Absorption 20121. Specifi c Area in Which R & D

carried out by the CompanyRice and Paddy Testing Laboratory

2. Benefi ts derived as a result of above R & D

Improvement in Quality

3. Future Plan of Action - 4. Expenditure on R & D (Rs. In Lacs)

2011-12 2010-11 a. Capital Nil Nilb. Recurring 15 18c. Total 15 18d. Total R & D 15 18

Expenditure as %

Of total Turnover

0.003% 0.005%

Benefi ts derived as a result of the above efforts:The Company has been able to improve the quality of its product.Foreign exchange earnings and outgo:*Total foreign exchange earned and used: Amount. (` In Lacs)Foreign exchange earned (Export of goods and interest earned)

22431.44

Foreign exchange outgo 3761.17Net foreign exchange earned 18610.26

* A detailed discussion on the export and international opportunities has been included in the Management Discussion Analysis.


7

MANAGEMENTDISCUSSION AND ANALYSIS

I. ECONOMY OVERVIEW.The past year has registered some weakness in the economy;

the tone sets a rather positive view for the coming years, with

economic activity having ‘bottomed out’ and ‘a gradual upswing

being imminent’. However the recovery has been affected by

several factors in emerging markets, especially those in Asia, while

the advanced economies continue to face several challenges such

as high levels of unemployment and fi scal strains and natural

calamities.

On the domestic front managing growth and price stability has

been a prime concern in policy formulation. While agriculture

and services sector have provided support to overall growth,

weakening industrial activity (against monetary tightening causing

borrowing costs to rise and investments to fall) has pulled down

economic performance.

Simultaneously, the global economic environment has been

tenuous through the year, particularly turning adverse post-

September 2011, against the Euro-zone crisis, downgrades of

sovereign credit rating of euro-zone and other advanced countries

(including the US), followed by political unrests, currency wars

and the more recent oil crisis.

II. PERFORMANCE HIGHLIGHTSFY 2012 has been a remarkable year for the company with the

successful implementation of the capacity expansion, launch

of raindrops in the domestic markets and setting up of the

distribution network in the international markets. It has all been

exciting for the company and it is indeed befi tting that we have

completed the year with the food industry in general and the

basmati rice industry in particular getting into a phase where there

is a growing concern on the supply situation.

We are happy to report that compared to 2011, EBIDTA, and

Cash fl ow before fi nancing activities has improved. The revenue

for the year increased by 13.44% from ` 3728 crore in FY 2011 to

` 4229 crore in FY 2012. The bottom line for the year stood at `

226 crores compared to profi t of ` 282 crores.

III. INDUSTRY OVERVIEW. The ground level situation is that there is concern on the

availability of food products across the globe. In fact some feel

that we are in the danger of getting into 2008 like situation as far

as food supply is concerned. The bottomline is that we seem to be

eating more than that what we have been producing.

The total food production in India is expected to double in the

next ten years and there is ample opportunity for huge investments

in food and food processing technologies, skills and equipments.

The food processing industry in India stands at US$ 135 billion

and is projected to grow with a compound annual growth rate

(CAGR) of 10 per cent to reach US$ 200 billion by 2015. India

is one of the fastest growing food markets in the world, where

the organised eating-out market is estimated at US$ 2 billion and

growing at a CAGR of 25 per cent. With massive scope for value

addition, growing trend in the consumption pattern of processed

food products in India and many fi scal incentives being planned

by the Government, this sector is capable of maintaining the

growth momentum in the future.

By the end of the Tenth Plan, India could achieve a total food

grains production of 217.28 million tonnes. As a result of good

monsoon performance for four consecutive years 2005-06 to

2008-09 and focused promotional efforts backed by remunerative

price policy support, food grains production recorded an

increasing trend touching a record level of 234.47 million tonnes

in 2008-09. In 2009-10, due to severe drought in various parts of

the country, the total food grains production sharply declined to

218.11 million tonnes. However, during 2010-11, the food grain

production has increased to 244.78 million tonnes and during

2011-12 it is estimated at 250.42 million tonnes, an all time high

so far.

Rice is the staple food for more than half of the world population,

a good source of vitamins and minerals such as thiamine, niacin,

iron, ribofl avin, vitamin D, calcium and fi ber and providing more

than one fi fth of the calories consumed worldwide by the human

species India is one of the original centres of rice cultivation, with

the rice harvesting area in India being the world’s largest. The

world market for rice has been growing modestly since 2005. Rice

is cultivated in over 100 countries and in every continent except

Antarctica; however basmati can only be grown by 2 countries

in the world i.e. India and Pakistan due to the agro-climatic

conditions. India and Pakistan have been growing basmati rice

for many centuries and enjoy IPR protection for the use of the

term ‘Basmati’ worldwide. Consequently, the two countries enjoy

exclusivity in this business which helps them command a greater


8

price from the global market.

Due to the challenge of feeding our vast population soon after

independence and the experience of food shortages in the pre-

independence era, ‘self reliance’ in food grains has been the

cornerstone of our policies in the last 60 years. Food grains

dominate the share of total crop output though their relative share

has decreased from 42 percent in TE 1990-1991to 34 per cent

in TE 2009-2010. India has made substantial progress in terms

of overcoming national food insecurity by giving priority to self-

suffi ciency in food grain production by following an agricultural

strategy well known by the name ‘green revolution’. As a result of

the new strategy, the food grain production increased from 82.02

million tonnes in 1960-61 to 250.42 million tonnes (2nd advance

estimate) in 2011-12.

INDIABasmati Rice is the king of rice and has been growing rapidly

with farmers preferring to grow basmati rice. However, in the

crop year 2011-12 the production of basmati rice is estimated

about 4 Mn MT. Basmati is a variety of long grain rice that can

be grown only in certain parts of India and Pakistan and which is

notable for its fragrance, non sticky nature and delicate, nuanced

fl avour. The grains of basmati rice are also longer than most

other types of rice. It is estimated that India presently accounts

for a lion’s share of approximately 80% of the global basmati rice

production, while Pakistan accounts for the balance 20%.

With high export demand, India’s rice varieties export prices

gained almost 30-35%, especially that of basmati rice. Meanwhile,

the retail price of the commodity in the domestic market has not

shown any signifi cant changes. According to analysts, despite the

bumper harvest in 2011-12, the prices have picked up on high

export demand especially from Gulf Countries.

India is a major producer of basmati rice and accounts for almost

80% of the world production and nearly two-third of the country’s

produce is exported. Major consumers of Indian basmati rice are

Saudi Arabia, UAE and Kuwait. The demand for Basmati rice has

grown in line with the supply from India and Pakistan, i.e. the

incremental supply from these two countries is easily absorbed

by the market and global Basmati consumption has increased as

basmati production increased. However, the share of basmati rice

consumption as a percentage of total rice consumption stands at

mere 1%. We believe that basmati rice has a huge latent demand

and has signifi cant room to grow.

The Year under Review

As a result of various initiatives taken by the Government of

India in the implementation of a number of Crop Development

Schemes, the productivity of rice has increased from 1984 kg per

hectare in 2004-05 to 2314 kg per hectare in 2011-12.

The production of rice has shown an upward trend during the

period 2005-06 to 2008-09 and it reached a record level of 99.18

million tonnes in 2008-09. The production of rice which declined

to 89.09 million tonnes in 2009-10 due to long spells of drought

has increased to 102.75 million tonnes in 2011-12, the highest

ever.

Of the 102.75 Mn Mt of production, about 4 Mn Mt was basmati

rice, accounting for 80% of the total world production while

balance 20% was contributed by Pakistan.

The annual growth rate of yield of rice has shown a growth of 1.47

per cent per annum during 2000-01 to 2010-11 compared to 1.36

per cent during 1990-91 to 1999-2000. The turnaround seems to

be in the eastern belt where the government is implementing the

‘Bringing Green Revolution to Eastern India’ (BGREI) scheme

since 2010-11.

IV. OPPORTUNITIES AND THREATSRice is the 2nd most important food grain in the world and feeds

50% of the world population.

Indian Basmati rice production for 2012 stood at approximately

4 mn mt. Though Basmati consumption has increased, the share

of Basmati rice as a percentage of total rice is a mere 1%, and we

believe there is signifi cant room for growth.

Exports are also enjoying greater traction as newer markets are

developed increasing international demand and prices. On the

supply side, Indian farmers are increasingly shifting the focus

from non-basmati paddy to basmati paddy due to the favourable

cost benefi t dynamics and an assured demand.

However, the industry at large and the Company in particular face

certain threats. As the Company operates in only one segment,

any adverse policy for Basmati rice, may have a negative impact

on company`s performance.

Basmati requires ageing of 18-24 months before milling and


9

selling which requires huge inventory and in turn large working

capital for which the company has to bear substantial fi nancing

cost.

V. RISKS AND CONCERNSWe are exposed to various risks and uncertainties in the normal

course of our business that can cause variations in our results

from operations and affect our fi nancial condition. We view

effective risk management as an integral part of delivering of

superior returns to shareholders. Principal risks and uncertainties

facing the business are as below:

1) Any change in the consumption pattern of Basmati

rice or reduction in demand or change in the price

could adversely affect our company’s operations and

profi tability.

A signifi cant portion of our company’s revenues are generated

from the sale of basmati rice. Out of the total income of `

3731.80 Crore recorded during 2011-12, the sale of basmati

rice accounted for 88% of total revenues. Any change in

the consumption pattern of Basmati rice or any reduction

in demand for Basmati rice processed by us could adversely

affect our company’s operations. Further there is generally

a long period following the procurement of Paddy before

which the basmati rice is sold in the market. The price of

Basmati will depend on the quality and maturity of Basmati

rice. Currently we have no means or methods of hedging the

price risk associated with our Basmati rice products.

2) Rice cultivation is seasonal in nature. Anomalies in

the weather condition during that period can have

signifi cant impact on the crop, and in turn affect our

operating performance.

Basmati Rice cultivation in India is done only during the

Kharif season. Though Basmati rice is not as dependent

on rainfall as non basmati rice, any unpredictable weather

conditions during that period or anomalies in the weather

pattern can either seriously damage the crop or reduce the

harvest. In addition, the availability and price of paddy can

be affected by plant disease, which can result in crop failures

and reduced harvests.

Our business is directly dependent upon the availability

of Basmati paddy which is cultivated by the farmers. Any

decrease in the area of cultivation by the farmers or by them

shifting towards non-Basmati rice of other crops could affect

the supply. Reduced supply could also limit our ability to

process, transport, store and merchandise the product in an

effi cient manner.

Should this occur, we face the possibility of reduced revenue

during that season without the opportunity to recover until

the following season.

3) We are subject to economic downturns, political

instability and other risks of doing business globally

which could adversely affect the Company’s operating

results.

Our operations are principally in India, but we exports our

products to many countries in the Gulf. The Gulf countries

could be subject to volatile economic, political and market

conditions. Such conditions may have a negative impact

on our ability to execute the business strategies and on its

operating results.

4) Our inability to obtain and / or maintain suffi cient

cash fl ow, credit facilities and other sources of funding

in a timely manner or at all to meet our requirements of

working capital or pay our debts could adversely affect

our operations, fi nancial conditions and profi tability

Our operations require a substantial amount of working

capital. We require to obtain and/or maintain adequate cash

fl ows and or credit facilities from time to time in order to

fi nance the purchase, storing, processing and marketing of

Basmati. Our inability to obtain or maintain cash fl ows can

have a material adverse impact on our operations, fi nancial

conditions and profi tability.

5) Other risks faced by the industry at large include farmer

economics, governmental policies, and access of credit

and build-up of inventories in distribution channels.

6) We are exposed to foreign exchange fl uctuations and

other exchange control risks.

Export contract payments are executed on exchange rates at

the time of exports. We have material exposure to foreign

exchange related risks since a portion of our revenue

earnings, expenses and loans are in foreign currencies.

Any appreciation or depreciation of the Indian Rupee

against foreign currencies can impact the profi tability of the


10

business. We may from time to time be required to make

provisions for foreign exchange fl uctuation in accordance

with accounting standards. Devaluation or depreciation of

the Rupee against other currencies may increase the cost of

our borrowings and repayment of indebtedness and reduce

our net income. Further, we have experienced and can be

expected to continue to experience foreign exchange losses

and gains on obligations denominated in foreign currencies

in respect of our borrowings.

VI. FINANCIAL PERFORMANCEI. Results of Operations

a. Income

Income from operations

Our income from operations represents sales from Basmati

Rice both domestically and in the export markets. It also

includes a small portion of export incentives, duty claim

and income received from sale of energy.

During the year under review, the total sales increased to

` 4225.45 Crore from ` 3724.35 Crore. The Net profi t

reduced to ` 226.23 crores in the fi nancial year ended

March 2012 compared to a profi t of ` 282.45 in the

previous year.

Other income

Other income includes dividend from long term

investments, insurance claims, interest, miscellaneous

receipts and foreign exchange fl uctuation. Other income

are stood at ` 3.20 Crore in the year under review

compared to ` 3.86 Crore in the previous year.

b. Expenditure

Operating expenses includes manufacturing expenses,

employee costs and administration and selling expenses.

The total operating expenses during the year under

review stood at ` 146.08 Crore compared to ` 124.38

Crore in previous review.

c. Depreciation

Depreciation charge has increased to ` 38.79 Crore

in the year under review from ` 22.12 Crore in the

previous year due to expansion and modernisation of

capacity.

d. Interest

The interest expenditure for the year under review stood

at ` 513.80 crore compared to ` 331.41 crore in the

previous year. The increase in interest expenditure for

the year under review is a result of increase in interest

rate.

e. Income tax expense

Income tax expense comprises of tax on income from

operations in India and foreign tax jurisdictions. Income

tax payable in India is determined in accordance with

the provisions of the Income Tax Act, 1961.

The provision for income tax stood at ` 56.90 Crore in

the year under review as compared to ` 139.77 Crore in

the previous year.

II. Financial Condition

a. Share Capital

We have authorised share capital of ` 200 Crore as

on March 31, 2012. The issued, subscribed and paid

up capital was ` 135.79 Crore which is comprised of

` 95.79 Crore of equity shares of Re. 1 each and 40

Lacs Redeemable Preference shares of ` 100 each as on

March 31, 2012.

b. Reserves & Surplus

The reserves & surplus increased to ` 2357.95 crore

in the year under review from ` 2225.38 Crore in the

previous year.

c. Fixed Assets

The Gross block of fi xed assets as on March 31, 2012

was ` 1417.27 Crore (` 526.13 Crore as on March 31,

2011) and depreciation amounted to ` 156.48 Crore

(` 119.54 Crore as on March 31, 2011). Additions to

fi xed assets made during the year were ` 896.82 Crore

(` 96.92 Crore during the previous year) comprising of

land, building, plant & machinery, offi ce equipment,

computer vehicles and furniture & fi xture. In addition,

capital work in progress as on March 31, 2012 amounted

to ` 593.92 Crore (` 565.25 Crore as on March 31,

2011).

d. Investments

Investment represents the amount are invested in equity

shares of other Companies amounting to ` 133.54


11

Crores as compared to previous year which stood at `

132.50 Crores.

e. Sundry Debtors

The debtor days has 115 days as on March 31, 2012 from

110 days as on March 31, 2011. ` 0.47 Crore has been

provided for doubtful debts in the year under review.

f. Cash and Bank Balance

The cash and bank balances decreased to ` 274.76

Crore as on March 31, 2012 from ` 352.48 Crore as

on March 31, 2011. Of this, ` 252.35 Crore represents

FCCB proceeds that have been parked abroad pending

utilization of the same. We had ` 18.79 Crore (previous

year ` 21.09 Crore) held with scheduled banks and with

other banks.

g. Loans and Advances

Loans and advances represent the amount paid by the

Company in advance for value of goods and services to be

received. These increased to ` 880.95 Crore as on March

31, 2012 from ` 652.81 Crore as on March 31, 2011.

h. Current Liabilities

As on March 31, 2012 the current liabilities were `

748.10 Crores (` 390.57 Crore for previous year) which

includes sundry creditors of ` 562.31 Crore payable to

vendors for supply of goods and services.

i. Provisions

Provisions for gratuity and leave encashment, taxes and

dividend as on March 31, 2012 amounted to ` 115.76

Crore as compared to ` 165.34 Crore in previous year.

Provision for dividend and tax on dividend was ` 57.53

Crore (` 24.13 Crore for previous year), provision for

taxes was ` 56.50 Crore (` 139.75 Crore in previous

year) and employee benefi ts was ` 1.73 Crore. (` 1.46

Crore in previous year).

III. Subsidairy Operations

We have made several strategic investments during the last year

aimed at procuring business benefi ts and operational benefi ts to

us. Your Company has incorporated four 100 % Wholly owned

foreign subsidiaries in Dubai and Mauritius. In Dubai M/s

Ammalay Commoditiess JLT, Dubai Multi Commodities Centre

(DMCC) Dubai (earlier known as REI Agro Traders JLT) and

in Mauritius three 100% Wholly owned foreign subsidiaries

namely M/s Holy Stars Ltd, M/s Auckland Holdings Ltd and

M/s Orient Agro (M) Ltd.

Financial Performance:

During the fi nancial year M/s Ammalay Commoditiess JLT

recorded total revenue of ` 103812.13 Lacs and PAT of `

15870.64 lacs.

The fi nancial performance describes the successful penetration

into the market of the island nation (Mauritius) by recording

the total revenue of ` 6903.29 lacs and ` 3725.72 lacs and `

1250.51 lacs by M/s Holy Stars Ltd., M/s Auckland Holdings

Ltd. and M/s Orient Agro (M) Ltd. but due to huge burden

on the cost of raw material the bottom line records PAT of `

27.03 lacs, ` 363.01 lacs and ` 9.31 lacs respectively.

IV. Export

Major portion of exports of Basmati Rice are to Saudi Arabia

& UAE and we already have a strong presence in these

markets. Our customers majorly are spread in these regions.

REI Agro Limited has existing business relationship in the

Gulf Co-operative Council (GCC) countries. We have also

set up four wholly owned subsidiaries in Dubai & Mauritius.

A direct presence in the international market will open a host

of opportunities.

These subsidiaries are working towards building a strong

distribution network for distribution of the company’s

product to rest of the world. It will encash the opportunities

in the international market in terms of selling Basmati Rice

produced by the Company. The company has started regular

shipments of Rice to European Union, Africa and USA,

the company has also made shipments of brown rice to

European Union.

In line with our branding initiative and presence in the

international market, we have undertaken the exercise in

right earnest. We have a vision to create a truly Global Brand

for Basmati rice. Our strategy is focused on increasing the

visibility of our brands and to increase the availability of

the brand by developing motivated channels of distribution.

We believe that an increased availability coupled with our

unmatched quality will increase the off take. Our vision is

to build brand awareness and an understanding for our

consumers. The key in this regard for us would be the quality

of our products, innovative marketing and engagement of all


12

the stakeholders in the brand.

V. Trade Marks

Company has a rich portfolio of famous Trademarks,

which has gained substantial popularity in Domestic as well

as in overseas market. Following are the major Brands i.e.

RAINDROPS, REAL MAGIC, KASAUTI, HANGAMMA,

MEHRAB, NAUSHEEN, MR. MILLER, HUNGAMA,

IKON , HANSRAJ, BAWAL, EUREKA etc.

Under the philosophy of Sharing and caring, during the last

year, Company has taken a unique school contact program

to fulfi ll the corporate social responsibility of the Company

where company distributed rice samples in 300 schools in 4

major cities of India. Under this program, Company with the

help of several NGOs invited children’s from several social

and economic backward areas and school children’s share

their lunch, prepare by the samples distributed by Company

with the children’s so invited through NGOs.

VII. MATERIAL DEVELOPMENT IN HUMAN RESOURCESOne of the key pillars of the Company’s success is its people.

We have always recognised the importance of human capital and

valued it highly. Lot’s of emphasis and efforts are made to create

a working environment that will encourage innovation, enhance

work satisfaction and build a merit driven organisation. Our

human resource vision is to create a committed workforce through

people enabling processes and knowledge sharing practices based

upon its value system.

VIII. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACIESWe have established and maintained adequate internal control

over its processes and systems. Our well defi ned organisational

structure, documented policy guidelines, defi ned authority matrix

and internal controls ensure effi ciency of operations, compliance

with internal policies and applicable laws and regulations as well

as protection of resources. Moreover, we continuously upgrade

these systems in line with the best available practices. The internal

control system is supplemented by extensive internal audits by

an independent fi rm of Chartered Accountants. However, all

internal control systems, no matter how well designed, have

inherent limitations and can provide only reasonable assurance

that the objectives of the internal control system are being met.

IX. CAUTIONARY STATEMENTStatement in the Management Discussion and Analysis describing

the Company’s objectives, projections, estimates, expectations

may be ‘forward looking statements’ within the meaning of

applicable securities laws and regulations. Actual results could

differ materially from those expressed or implied. Important

factors that could infl uence the Company’s operations include

economic developments within the country, demand and supply

conditions in the industry, input prices, changes in government

regulations, tax laws and other factors such as litigation and

industrial relations.


13

Report on Corporate Governance

In accordance with Clause 49 of the Listing Agreement entered

by Company with Bombay Stock Exchange Limited and

National Stock Exchange India Limited and the best practices

followed internationally on Corporate Governance, the report

contains the details of governance systems and processes at

REI Agro Ltd.

[A] THE COMPANY`S PHILOSOPHY ON CODE OF GOVERNANCE The Company is committed to the adoption of best governance

practices and its adherence in the true spirit, at all times. Our

governance practices stem from an inherent desire to improve and

innovate and to refl ect the culture of trusteeship that is deeply

ingrained in our value system and form part of the strategic

thought process.

The Company’s philosophy on Corporate Governance is founded

upon a rich legacy of fair, ethical and transparent governance

practices, many of which were in place even before they were

mandated by adopting highest standards of professionalism,

honesty, integrity and ethical behaviour.

We are committed to meeting the aspirations of all our

stakeholders. This is demonstrated in shareholder returns, high

credit ratings, governance processes and performance focused

work environment. Our employee satisfaction is refl ected in the

stability of senior management of the company and low attrition

rate at various levels and higher productivity.

Our governance philosophy rests on fi ve basic tenets, viz., Boards’

accountability to the Company and shareholders, strategic guidance

and effective monitoring by the Board, protection of minority

interests and rights, equitable treatment of all shareholders as well

as transparency and timely disclosure.

Traditional views of governance as a regulatory and compliance

requirement have given way to adoption of governance tailored

to the specifi c needs of the Company. Clause 49 has set the

benchmark compliance rules for a listed Company and our

Company is in full compliance with the requirements of Corporate

Governance under the same Clause of the Listing Agreement with

the Indian Stock Exchanges.

[B] BOARD OF DIRECTORSThe Company is managed by the Board of Directors, who

formulates strategies, policies and reviews its performance

periodically in order to ensure the effectiveness of its business

decisions and the implementation of the same.

Composition of Board of Directors: The Board of Directors

comprises of fi ve Directors, Chaired by Non Executive Director.

Three of the Board members are Non-Executive Independent

Directors. The Composition of the Board of Directors during

the year was in conformity with the Clause 49 of the Listing

Agreements. Shri Sanjay Jhunjhunwala, Chairman of the

Company and Shri Sandip Jhunjhunwala, Managing Director of

the Company are relatives.

The details of composition of Board, other Directorship and

Committee Chairmanship/Membership of the Members of the

Board and their attendance at the Board Meeting and Annual

General Meeting of the Company are as under : -

Name of the director Category ** No.

of other

Directorship

No. of Membership /

Chairmanship of other

Board Committees

No. of Board

Meetings

attended

Attendance at

last AGM of

the CompanyShri Sanjay Jhunjhunwala Non-Executive Chairman Nil Nil Nil* AbsentShri Sandip Jhunjhunwala Vice-Chairman &

Managing Director

2 2 6 Present

Dr ING N.K. Gupta Independent Non-

Executive Director

3 1 3 Absent

Shri A. Chatterjee Independent Non-

Executive Director

6 4 8 Present

Shri K.D. Ghosh Independent Non-

Executive Director

1 2 3 Present

* Leave of absence was granted for not attending the meeting.


14

** Number of Directorships/Memberships held in other

companies excludes Directorship/Membership in private limited

companies, foreign companies, membership of various committees

of various chambers/bodies and Companies under Section 25 of

the Companies Act, 1956 and Alternate Directorship whereas the

Membership or Chairmanship of any committee includes Audit

Committee and Shareholders’/Investors’ Grievance Committees

only.

DETAILS OF BOARD MEETINGS HELD:During the Financial Year ended 31st March 2012, Eight (8)

Board Meetings were held, whose details are given as:–

Sl.

No.

Date

(FY:2011-12)

Board

strength

No. of Directors

present

1 21.05.2011 5 3

2 12.08.2011 5 3

3 11.11.2011 5 3

4 21.11.2011 5 2

5 04.01.2012 5 2

6 09.01.2012 5 2

7 14.02.2012 5 3

8 13.03.2012 5 2

[C] AUDIT COMMITTEEThe Audit Committee of the Company comprises of Three Non-

Executive Independent Directors. All these directors possess

knowledge of corporate fi nance, accounts and company law. The

Chairman of the committee is an independent and non-executive

director nominated by the Board. The Company Secretary of the

Company acts as Secretary to the Committee.

Terms of reference : The Audit Committee of the Company

is responsible for overseeing the Company’s fi nancial reporting

process; recommending the Board of Directors on the

appointment, re-appointment etc. and fi xation of remuneration

of the Statutory Auditors and Internal Auditors; reviewing with

the management annual and quarterly fi nancial statement before

submission to the Board for approval; reviewing the management

discussion and analysis of fi nancial condition and result of

operations, Statement of related party transactions, Internal audit

report relating to internal control weaknesses and review of the

fi nancial statements of subsidiary companies and internal control

and weaknesses.

During the year 2011-12, the Committee met on 21.05.11,

12.08.11, 11.11.2011 and 14.02.12 .The constitution and

particulars of meetings attended by members of the Committee

are given below:

Sl.

No

Name of the Director Status No. of meetings

attended

1 Shri A. Chatterjee Chairman 4

2 Dr. ING N. K. Gupta Member 3

3 Shri K.D. Ghosh* Member 1

* Leave of absence was granted for not attending the meeting.

[D] REMUNERATION OF DIRECTORS The Details of Remuneration and sitting fees paid to Directors for

the year ended 31st March 2012 is as follows:

(Amount. in `)

Name of the Director Sitting

Fees

Salary &

Perquisites

Commission

Shri Sanjay Jhunjhunwala NIL NIL 2,50,00,000

Shri Sandip Jhunjhunwala NIL 2,33,40,000 NIL

Dr. ING N.K. Gupta 60,000 NIL NIL

Shri A. Chatterjee 1,20,000 NIL NIL

Shri K.D. Ghosh 40000 NIL NIL

The details of Equity Shares held by the Directors as on 31st

March 2012 are as follows:

Name of Director No. of shares

held

Nominal value

of shares (`)

Shri Sanjay Jhunjhunwala 7650360 7650360

Shri Sandip Jhunjhunwala 7661160 7661160

Dr. ING N.K. Gupta NIL NIL

Shri A. Chatterjee NIL NIL

Shri K.D. Ghosh NIL NIL


15

[E] SHAREHOLDERS’/INVESTORS’ GRIEVANCE COMMITTEE The Company has constituted Shareholders’/Investors’ Grievance

Committee to look into and redress shareholders’ and investors’

complaints such as transfer of shares, non-receipt of shares, non-

receipt of dividends, issue of duplicate shares etc. The committee

comprises of Shri A. Chatterjee (Chairman, Independent

Director), Shri K.D. Ghosh (Member, Independent Director).

During the year, several Investors’ complaints were received by

the Company and no complaints were pending at the end of the

year. During the year, fi ve meetings were held on 21.04.2011,

12.08.2011, 16.11.2011, 12.03.2012, and 22.03.2012 respectively.

The Company Secretary of the Company acts as Secretary to the

Committee.

Name and designation of Compliance Offi cer (Contact Person)

The Board has appointed Shri Mandan Mishra, Company Secretary

as compliance offi cer of the Company, under the Securities and

Exchange Board of India (SEBI) notifi cations.

Compliance Offi cer : Shri Mandan Mishra

Company Secretary

Address : Unit No. 311 B, C and D,

2nd Floor, DLF South Court Mall,

Saket, New Delhi- 110017

Phone No. : +91-11-49218000

Fax No. : +91-11-49218045

E-mail : [email protected]

Website : www.reiagro.com

Pursuant to new Clause 47(f) of the Listing Agreement the

Company’s e-mail ID for grievance redressal purpose is

[email protected] where complaints can be lodged

by the investors.

Share Transfer Committee and Share Transfer System

The Board of the Company has constituted a Share Transfer

Committee. The Committee regularly meets to approve transfer

of shares and issue of duplicate share certifi cates. The committee

comprises of Shri K.D. Ghosh (Chairman, Independent Director)

and Shri A. Chatterjee (Member, Independent Director). The

Company Secretary of the Company acts as Secretary to the

Committee.

Shareholders can address their request for share transfer and

duplicate share certifi cate etc. to Company’s RTA at the below

mentioned address.

Maheshwari Datamatics Pvt. Ltd.

6, Mangoe Lane, 2nd Floor, Kolkata -700 001.

Phone no. 033-2248-2248, 2243-5029/5809

Fax : 033-2248-4787

[F] GENERAL BODY MEETINGSDetails of the last three Annual General Meetings of the Company

are as under: -

VENUE FINANCIAL

YEAR

DATE & TIME

The Institution of

Engineers (India),

Sir R.N. Mukherjee Hall,

8, Gokhale Road,

Kolkata - 700 020

2008-09 23rd September,

2009

9:30 A.M.

The Sangit Kala Mandir

Trust, Kala Kunj,

48, Shakespeare Sarani,

Kolkata - 700 017

2009-10 27th September,

2010 at 2:30 P.M.

Mini Auditorium,

Science City, J.B.S Haldane

Avenue, Kolkata – 700046

2010-11 29th September,

2011 at

11:30 AM.

During the last three fi nancial years the Company has passed the

following Special Resolution in its Annual General Meeting and

Extra ordinary General Meetings.

Date of

resolution

Meeting Subject matter of

resolutions

19th January,

2009

Extra Ordinary

General

Meeting

Alteration of Clause V

of Memorandum of

Association of the company

by splitting the face value of

one equity share of ` 10/-

each into Ten Equity shares

of Re. 1/- each.


16

Date of

resolution

Meeting Subject matter of

resolutions

19th June,

2009

Extra Ordinary

General

Meeting

Further Issue of Securities

u/s 81 (1A) of the

Companies Act, 1956.

23rd

September,

2009

Annual

General

Meeting

Enhancement of FII Limit

up to 40% of the Paid up

Capital of the Company.

11th February,

2010

Extra Ordinary

General

Meeting

Enhancement of FII Limit

up to 75% of the Paid up

Capital of the Company.

22nd May,

2010

Extra Ordinary

General

Meeting

Reservation of Equity

Shares in the Rights issue

for the FCCB Holders

27th

September,

2010

Annual

General

Meeting

Extension of redemption

period of 4% Non

Convertible Redeemable

Preference Shares

29th

September,

2011

Annual

General

Meeting

Payment of Commission

on the net profi ts to the

Chairman of the Company

Company has not passed any special Resolution through Postal

Ballot during last three years.

[G] DISCLOSURES (i) Related party transactions

During the year under review, there were no transactions of a

material nature with the directors or the management or the

Company’s subsidiary or relatives of the directors that could have

potential confl ict with the interests of the Company. The Register

of Contracts containing the transactions in which Directors are

interested is placed before the Board regularly.

(ii) Accounting treatment

During the year under review, the Company has, while preparing

the Financial Statement followed the Accounting Standard so

as to give true and fair view of the profi ts and/or losses of the

company.

(iii) Compliance by the Company

During the year, the Company has complied with all the provisions

of the Listing Agreement including Clause 49, SEBI notifi cation

and other matters related to Capital Market and there is no instance

of non-compliance by the Company.

(iv) Whistle blower policy

The Company has not put in place the Whistle Blower Policy

as yet. However, during the year under review, no employee has

been denied access to the audit Committee or the Management to

report any kind of irregularity in the Company’s functioning.

(v) Code of Conduct

The Board of Directors has adopted a Model Code of Conduct for

its Directors and senior management/functional heads as required

under Clause 49 of Listing Agreement. The Company has received

affi rmation from all the Board members and senior management

personnel as to compliance of the Code of Conduct. A declaration

to this effect signed by Managing Director is annexed and forms

part of this Report.

(vi) Risk Management

The Company has laid down procedures to inform Board members

about the risk assessment and minimization procedures, which are

periodically reviewed.

[H] MEANS OF COMMUNICATION The Company timely informs its investor and statutory authorities

of all the price sensitive and critical information’s. Quarterly

Results are sent to the Stock Exchanges on regular and timely

basis and also published in English leading Newspaper as well as

Regional language Newspaper of the State where the Company

is registered. All the key information provided to the Stock

Exchanges are regularly published in the newspapers. Important

information is also displayed on the web site of the Company at

www.reiagro.com.

The shareholders are provided with the necessary information

with notices sent for the Annual General Meeting / Extraordinary

General Meeting. Any other information sought by shareholders is

being provided on request. As per the requirement of Clause 47(f)

of the Listing Agreement, the Company has notifi ed an e-mail

id ([email protected]) for the purpose of investor

grievance and other queries of the investors.


17

[I] GENERAL SHAREHOLDERS’ INFORMATION(i) Details of the ensuing AGMDate & Time Saturday, 29th September 2012

11.30 a.m.Venue Rotary Children’s Welfare Trust,

Rotary Sadan, 94/2, Chowringhee

Road, Kolkata - 700020Book Closure Date 26th September, 2012 to 29th

September, 2012 (both days

inclusive)

(ii) Registrar & Share Transfer Agents (RTA)

Maheshwari Datamatics Pvt. Ltd.

6, Mangoe Lane, 2nd Floor, Kolkata -700 001.

Phone no. 033-22482248, 22435029/5809

Fax : 033-22484787

[J] DIVIDEND AND FINANCIAL YEAR INFORMATION(i) Transfer of dividend to Investor Education & Protection Fund

Pursuant to Section 205A read with Section 205C of the

Companies Act, 1956, unclaimed dividend which remains unpaid

for a period of seven years shall be transferred to Investor

Education & Protection Fund. Accordingly, the Company has

transferred all the unclaimed dividend for the year 2003-2004 to

the said fund. Unclaimed dividend for the year 2004-05 (` 289633

) shall be transferred to the said fund before the due date.

It may be noted that upon the transfer of dividend to Investor

Education & Protection Fund, members lose their right to claim

such dividend. Therefore Members are requested to claim the

amount of Unpaid/unclaimed dividend for the year 2004-2005

onwards.

(ii) Final Dividend for the Year 2011-12

For the year under review, the Board of Directors of the Company

have proposed and recommended a fi nal dividend of 50% i.e., Re.

0.50 per equity share having face value of Re. 1 each equity share,

aggregating to ` 4789.92 lacs. In addition, Board of Directors

have also proposed and recommended a dividend @ 4%, i.e. `

4/- each on preference share having face value of ` 100/- each

to the preference shareholders aggregating to `160 lacs for the

fi nancial year 2011-12.

(iii) Financial year:

The fi nancial year of the Company starts with 1st April 2011 and

ends on 31st March 2012.

(iv) Financial Calendar (Tentative)Sl.

No.

Approval/Adoption of On or before

1. 1st Qtr. Financial Result ending on

30th June, 2012

14th August 2012

2. 2nd Qtr. and half year Financial

Result ending on 30th September,

2012

14th November,

2012

3. 3rd Qtr. Financial Result ending on

31st December, 2012

14th February,

20134. Audited Financial Result for year

ending 31st March, 2013

30th May, 2013

5. Next Annual General Meeting 30th September,

2013

[K] LISTING OF SECURITIES AND OTHER INFORMATION’S (i) Listing of Securities at Stock Exchanges:Equity Shares : ISIN : INE385B01031Bombay Stock Exchange

Limited (BSE) Phiroz

Jeejeebhoy Towers, Dalal

Street, Mumbai-400001

National Stock Exchange

of India Limited (NSE)

“Exchange Plaza”, Bandra-

Kurla Complex, Bandra (E),

Mumbai- 400051Scrip Code: 532106 Trading Symbol:

REIAGROLTDFCCBs

Singapore Stock Exchange

(SGX) Code: 4BQB and

4BPB

ISIN-US74948PAA21 and

USY7253SAB61

GDRs

London Stock Exchange

(LSE)

Code: REAA & REA

DEBT INSTRUMENTS

Non-convertible Debentures issued by the Company on private

placement basis are listed at Bombay Stock Exchange Limited

at its Wholesale Debt Market (WDM) segment under various

ISIN Nos.

DEBENTURE TRUSTEES: IDBI Trusteeship Services

Limited and IL&FS TRUST COMPANY LIMITED


18

(ii) Payment of Listing Fees:

The Company has paid the listing fees to BSE & NSE and other Exchanges and no other due are payable by the company to any Stock

Exchange.

(iii) Market Price Data

The Monthly high and low prices of the Equity Shares of the Company at Bombay Stock Exchange Limited (BSE) and National Stock

Exchange of India Limited during fi nancial year 2011-2012 are as follows: BSE NSE

Month High Price Low Price High Price Low Price

(`) (`) (`) (`)April 2011 28.65 25.55 28.60 25.30May 2011 27.90 24.85 27.90 24.75June 2011 27.55 24.65 27.60 24.60July 2011 30.40 25.25 30.20 25.30August 2011 29.65 22.30 29.75 22.25September 2011 27.25 23.90 29.50 23.95October 2011 24.80 20.00 26.00 20.00November 2011 24.00 18.50 23.85 18.80December 2011 22.00 14.00 22.30 14.90January 2012 17.50 13.70 17.50 13.35February 2012 17.05 14.01 17.00 13.95March 2012 15.70 12.05 15.95 12.05

(iv) Performance in Comparison to Stock Indices

A chart showing the performance of equity shares of the Company in comparison to BSE Sensex also with NSE Nifty during the year

ended on March 31, 2012 is given as under.

Chart One: Both BSE (Sensex) and REI Agro Share prices are indexed to 100 based on closing prices of April, 2011.

REI Agro Ltd.

BSE SENSEX

200

150

100

50

0

Apr-11 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Dec-11 Jan-12 Feb-12 Mar-12

Chart Two: Both NSE (Nifty) and REI Agro Share prices are indexed to 100 based on closing prices of April, 2011.

200

150

100

50

0Apr-11 May-11 Jun-11 Jul-11 Aug-11 Sep-11 Oct-11 Nov-11 Dec-11 Jan-12 Feb-12 Mar-12

REI Agro Ltd.

NSE Nifty


19

(v) Distribution of Shareholding

The Shareholding distribution of equity shares as on 31st March, 2012 is given below: -

Sl. No Shares Holding No. of Share Holders % of Share Holders No. of Shares % of Shareholding

1. 1 to 500 31531 70.75 5980555 0.63

2. 501 to 1000 6229 13.98 5204921 0.54

3. 1001 to 2000 3270 7.34 5134908 0.54

4. 2001 to 3000 1203 2.7 3188723 0.33

5. 3001 to 4000 510 1.14 1858036 0.19

6. 4001 to 5000 466 1.05 2221127 0.23

7. 5001 to 10000 678 1.52 5029528 0.53

8. 10000 & above 677 1.52 929367156 97.01

Total 44564 100 957984954 100

(vi) Shareholding Pattern of the Company as on 31st March, 2012S.

No.

Category of shareholder Number

of share-

holders

Total number

of shares

Number of

shares held in

dematerialized

form

Total shareholding as a

percentage of total number

of shares

Shares pledged or

otherwise encumbered

As a

percentage

of (A+B)

As a

percentage of

(A+B+C)

Shares As a %

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)=

(VIII)/

(IV)*100(A) Shareholding of

Promoter and Promoter

Group(1) Indian(a) Individuals/Hindu

Undivided Family

7 17465220 17465220 1.85 1.82 N i l N i l

(b) Bodies corporate 12 439533406 439533406 46.66 45.88 221579611 50.41Sub-total (A)(1) 19 456998626 456998626 48.51 47.70 221579611 48.49

A (2) Foreign 0 0 0 0 0 0 0Sub-total (A)(2) 0 0 0 0 0 0 0Total shareholding of

Promoter and Promoter

Group (A)=(A)(1)+(A)(2)

19 456998626 456998626 48.51 47.70 221579611 48.49

(B) Public shareholding(1) Institutions(a) Financial Institutions/

Banks

2 311310 311310 .03 .03 0 0

(b) Insurance companies 1 1261305 1261305 .13 .13 0 0


20

S.

No.

Category of shareholder Number

of share-

holders

Total number

of shares

Number of

shares held in

dematerialized

form

Total shareholding as a

percentage of total number

of shares

Shares pledged or

otherwise encumbered

As a

percentage

of (A+B)

As a

percentage of

(A+B+C)

Shares As a %

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)=

(VIII)/

(IV)*100(c) Foreign institutional

investors

81 385024787 385024787 40.87 40.19 0 0

Sub-total (B)(1) 84 386597402 386597402 41.04 40.36 0 0(2) Non-institutions(a) Bodies corporate 751 51737873 51737273 5.49 5.40 0 0(b) Individuals -

i. Individual shareholders

holding nominal share

capital up to ` 1 lakh.

42887 34465340 34132342 3.66 3.60 0 0

ii. Individual shareholders

holding nominal share

capital in excess of ` 1

lakh.

6 2098196 2098196 0.22 0.22 0 0

(c) Any other- NRIs 721 9447689 2372489 1.00 0.99 0 0(d) Trust 2 1360 1360 0.00 0.00 0 0(e) Foreign National 4 3000 3000 0.00 0.00 0 0(f) Clearing Member 88 630568 630568 0.07 0.07 0 0

Sub-total (B)(2) 44459 98384026 90975228 10.44 10.27 0 0Total public shareholding

(B)= (B)(1)+(B)(2)

44543 484981428 477572630 51.49 50.63 0 0

TOTAL (A)+(B) 44562 941980054 934571256 100.00 98.33 0 0(C) Shares held by custodians

and against which

depository receipts have

been issued

2 16004900 16004900 --- 1.67 0 0

Grand total (A)+(B)+(C) 44564 957984954 950576156 100.00 221579611 23.13

(vii) Dematerialization of shares and liquidity:

The Shares of the Company are compulsorily traded in dematerialized form and are available for trading under both the depository

systems in India - NSDL (National Securities Depository Ltd.) and CDSL (Central Depository Services (India) Ltd). The International

Securities Identifi cation Number (ISIN) allotted to the Company’s equity shares under depository system is INE385B01031.

NSDL / CDSL / Physical summary report as on March 31, 2012.


21

No. Of Share Holders No. of shares % of Shareholding

1. Physical 90 7408798 0.77

2. NSDL 28375 824106388 86.03

3. CDSL 16099 126469768 13.20

Total 44564 957984954 100.00

The following chart depicts the percentage of shareholdings of abovementioned summary report

% of Shareholding

Physical NSDL CDSL

1.0013.00

86.00

[L] AUTHORISED AND PAID UP CAPITAL OF THE COMPANY(i) Authorized Share capital

Authorized Share capital of the Company is ` 2,000,000,000

(Rupees Two Hundred Crore) divided into 1,600,000,000(One

Hundred Sixty Crore) Equity Shares of Re.1/- each and 40,00,000

(Forty Lacs) Preference Shares of ` 100/- each.

[M] ISSUE / ALLOTMENT OF OTHER SECURITIES:

(i) Global Depository Receipts:

The Company had also issued 37,70,000 Global Depository

Receipts (GDRs) at a price of US $ 8.00 each aggregating

US $ 30.16 Million. Each GDR represents two equity shares;

consequently the Company has issued 75,40,000 underlying equity

shares to Depository Bank. The Company has reduced its paid

up capital under the Scheme of Arrangement approved by High

Court of Kolkata on 27th August, 2008, becoming effective from

8th September, 2009. After the scheme of arrangement become

effective the paid value of underlying equity shares was reduced

and 45,24,000 equity shares were issued in place of 75,40,000.

The Company has sub divided the face value of its one equity

shares of `10/- each into ten equity shares of Re. 1/- each and

consequently the company has issued 4,52,40,000 equity shares

in place of existing 45,24,000 equity shares. However Board of

Directors in their meeting held on 14th January, 2011, changed the

GDR to Equity ratio, now each GDR represents 20 equity shares

of the company. The Company has not been reported as to receipt

of request for redemption of GDRs and releasing of underlying

shares in favour of non-resident investor. As on 31st March 2012,

800245 GDR were outstanding.

(ii) Foreign Currency Convertible Bonds (FCCBs) issued during

2009-2010

During the fi nancial year 2009-10, Company has issued 105000

number of 5.5% Foreign Currency Convertible Bonds (FCCBs)


22

of US $ 1,000 each aggregating US $ 105.00 million to overseas

investors. These outstanding bonds are due for redemption on

November 13, 2014. As on 31st March 2012, out of 105000

Bonds, 350 bonds stand converted into equity shares up as per

following details. Date of

conversion

Number of

Bonds converted

Number of equity

shares allotted on

conversion*13.02.2010 100 1,00,68511.03.2010 250 2,51,713

* Conversion rate of Bonds was fi xed at ` 46.70 per share as per

the terms of Offer Circular.

(N) PLANT LOCATIONS (MANUFACTURING UNITS)(1) Plot No. 691 to 696, Sector-2, 94, K.M. Mile Stone,

Delhi-Jaipur Road, NH-8, Bawal Growth Centre,

Distt. Rewari, Haryana.

(2) Plot No 180D,E, F, G, H, I, J, &181A, Sector –3,

94, KM Milestone, Delhi–Jaipur Road,

Bawal Growth Centre, Distt. Rewari, Haryana.

3. Plot No. 126, Sector-6, HSIIDC, Bawal Growth Centre,

Distt. Rewari, Haryana

WIND MILLS1. Village: Soda – Mada, Dist- Jaisalmer, Rajasthan.

2. Village: Dhulia, Titane & Brahmanwel, Dist. Dhule,

Maharashtra.

3. Village : Udyathur, Radhapuram, Muppandal, Dist.

Tirunelveli, Tamilnadu

4. Village : Surajbari, Dist. Kutch, Gujarat

(O) ADDRESS FOR CORRESPONDENCEShareholders may address all their correspondence at the below

mentioned address.

Registered offi ce : Everest House, 46C, Chowringhee Road,

15th Floor R. No.15B, Kolkata-700071.

Corporate offi ce : 311 B, C and D, 2nd Floor, DLF South

Court, Saket, New Delhi-110017.

Shareholders are requested to notify immediately any change in

their address, bank mandate and nomination to the Company.

Members holding shares in electronic form are requested to

notify any change in address and bank details, nominations etc.

to the depository participants (DP) with whom they are having

account for effecting necessary updations. Any intimation made to

the Company without effecting the necessary updations with the

depository participants will not be considered.

Certifi cate

The Company has obtained the Certifi cate from M/s P. K. Lilha

& Co., Chartered Accountants regarding compliance of Corporate

Governance as stipulated in Clause 49 of the Listing Agreement

and the same is annexed.

All material requirements with respect to Corporate Governance

as stipulated in the Listing Agreement have been complied with.

Secretarial Audit

• Pursuant to Clause 47(c) of the Listing Agreement with

the Stock Exchanges, certifi cates, on half-yearly basis, have

been issued by a Company Secretary-in-Practice for due

compliance of share transfer formalities by the Company.

• A Company Secretary-in-Practice carried out a Reconciliation

of Share Capital Audit to reconcile the total admitted capital

with NSDL and CDSL and the total issued and listed capital.

The audit confi rms that the total issued/paid up capital is

in agreement with the aggregate of the total number of

shares in physical form and the total number of shares in

dematerialized form (held with NSDL and CDSL).

Cautionary Statement:

Details given in above relating to various activities and future

plans may be ‘forward looking statements’ within the meaning of

applicable laws and regulations. The actual performance may differ

from those expressed or implied.

For and on behalf of the Board of Directors

A. Chatterjee Sandip Jhunjhunwala

Director Vice-Chairman & Managing Director


23

CEO’S CERTIFICATION AS TO COMPLIANCE WITH CODE OF CONDUCT(IN PURSUANCE TO CALUSE 49(1)(D) OF THE LISTING AGREEMENT

The Company had adopted a model Code of Conduct that has been made effective from January 1, 2006. The said Code of Conduct is

applicable and binding on the Directors and Senior Management Personnel / Functional Heads of the Company. During the year under

review, all the Directors and Senior Management Personnel / Functional Heads of the Company have affi rmed as to compliance with the

said Code. Further, no instance of non-compliance with any part of the Code of Conduct has been reported by any of its Directors or

Senior Management Personnel / Functional Heads.

For and on behalf of the Board of Directors

Sandip Jhunjhunwala

Vice-Chairman &Managing Director

Corporate Governance Certifi cate

ON COMPLIANCE OF CLAUSE 49 OF THE LISTING AGREEMENT

To,

The Members

REI AGRO LIMITED

We have examined the compliance of conditions of Corporate Governance by M/s REI AGRO LIMITED (“the Company”) for the year

ended on 31st March, 2012 as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to

procedures and implementation thereof, adopted by the Company for ensuring the compliance of conditions of Corporate Governance.

It is neither an audit for an expression of opinion on the fi nancial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied

with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We have been explained that no investor grievance are pending for a period exceeding one month as at 31st march,2012 against the

Company.

We further state such Compliance is neither an assurance as to future viability of the Company nor the effi ciency or effectiveness with

which the management has conducted the affairs of the Company.

For P. K. Lilha & Co.,


Firm Reg. No.: 307008E

(P. K. Lilha)

Partner

Place: Kolkata M. No.11092.

Date : 30th May, 2012

Annexure to Report on Corporate Governance


24

CEO and CFO Certifi cation

To,

The Board of Directors

REI Agro Limited

Kolkata

We, Sandip Jhunjhunwala, Vice Chairman and Managing Director and Ranjan Majumder, Cheif Financial Offi cer of REI Agro Limited,

to the best of our knowledge and belief, shall certify that:

1. We have reviewed the Balance Sheet and Profi t and Loss account (Standalone and consolidated), including fi nancial statements and

all the schedules and notes on accounts, as well as the cash fl ow statements and the Directors report

2. Based on our knowledge and information, these statements do not contain any untrue statement or omit to state any material fact

or contain statements that might be misleading.

3. Based on our knowledge and information. these statements together present a true and fair view of the company’s affairs and are in

compliance with existing accounting standards, applicable laws and regulations.

4. To the best of our knowledge and belief, there are no transactions entered into by the company during the year which are fraudulent,

illegal or violative of the company’s code of conduct and ethics.

5. We accept the responsibility for establishing and maintaining internal controls and procedures for fi nancial reporting and that we have

evaluated the effectiveness of internal control systems of the company pertaining to fi nancial reporting.

6. We have disclosed , based on our recent evaluation, wherever applicable , to the Company’s auditors and the audit committee of the

Company`s board of directors (* and persons performing the equivalent functions);

a. There were no defi ciencies in the design or operations of the internal control, that could adversely affect the company`s ability

to record, process, summarizes and report fi nancial data and there have been no material weakness in the internal control .\

b. There were no signifi cant changes in the internal controls during the year covered by this report.

c. All signifi cant changes in accounting policies during the year, if any, and that the same have been disclosed in the notes to the

fi nancial statements.

d. There were no instances of fraud of which we are aware, that involve the Management or other employees who have a

signifi cant role in the Company’s internal control system.

7. We further declare that all the Directors and Senior Management Personnel / Functional Heads of the Company have affi rmed

compliance with the Code of conduct and ethics.

Note :

During the year under review, there have not been any signifi cant changes in the accounting policies and also there are no instances of

signifi cant fraud which we became aware and the involvement therein, if any, of the management or an employee having a signifi cant role

in the company’s internal control system over fi nancial reporting.

Sandip Jhunjhunwala Ranjan Majumder

Managing Director Chief Financial Offi cer

Place: Kolkata

Date : 30th May, 2012


25

AUDITORS’ REPORTTo THE MEMBERS OF

REI AGRO LIMITED

1. We have audited the attached Balance Sheet and Statement of

Profi t and Loss of REI AGRO LIMITED as at 31st March,

2012 also the Cash Flow Statement for the year ended on

that date annexed thereto. These Financial Statements are

the responsibility of the Company’s management. Our

responsibility is to express an opinion on these Financial

Statements based on our audit.

2. We conducted our audit in accordance with the Auditing

Standards generally accepted in India. Those Standards require

that we plan and perform the audit to obtain reasonable

assurance about whether the fi nancial statements are free

of material misstatement. An audit includes examining on

test basis evidence supporting the amounts and disclosures

in the fi nancial statements. An audit also includes assessing

the accounting principles used and signifi cant estimates made

by management, as well as evaluating the overall fi nancial

statement presentation. We believe that our audit provides a

reasonable basis for our opinion.

3. As required by Companies (Auditor’s Report) Order, 2003,

(as amended) issued by the Central Government of India

in terms of Section 227(4A) of the Companies Act, 1956,

and we enclose in the Annexure a statement on the matters

specifi ed in paragraphs 4 and 5 of the said Order, to the

extent applicable to the Company.

4. Further to our comments in the Annexure referred to in

paragraph 3 above, we report that:

a) We have obtained all the information and explanations,

which to the best of our knowledge and belief were

necessary for the purpose of our audit;

b) In our opinion, proper books of accounts as required

by law have been kept by the Company so far as appears

from our examination of those books;

c) The Balance Sheet, Statement of Profi t and Loss and

Cash Flow Statement dealt with by this report are in

agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profi t

and Loss and Cash Flow Statement dealt with by this

report comply with the Accounting Standards referred

to in Section 211(3C) of the Companies Act, 1956;

e) On the basis of written representations received from

the directors as on 31st March, 2012 and taken on

record by the Board of Directors, we report that none

of the directors is disqualifi ed as on 31st March, 2012

from being appointed as a director in terms of clause

(g) of sub-section (1) of Section 274 of the Companies

Act, 1956;

f) In our opinion and to the best of our information

and according to the explanations given to us, the said

accounts read together with the Signifi cant Accounting

Policies as per Notes 1 & 2 and others, give the

information required by the Companies Act, 1956, in

the manner so required and give a true and fair view

in conformity with the accounting principles generally

accepted in India;

1) in the case of the Balance Sheet, of the state of

affairs of the Company as at 31st March, 2012;

2) in the case of Statement of Profi t and Loss, of the

Profi t of the Company for the year ended on that

date, and

3) in the case of the Cash Flow Statement, of the

cash fl ows for the year ended on that date.

For P.K.LILHA & CO.



(CA. P.K. LILHA)

Partner

M. No. 011092

Place : Kolkata

Date : 30.05.2012


26

ANNEXURE TO THE AUDITORS’ REPORT(Referred to in paragraph 3 of our report of even date)

i. In respect of its Fixed Assets:

(a) The Company has maintained proper records showing

full particulars, including quantitative details and

situation of fi xed assets.

(b) In our opinion, the company has a regular programme

of physical verifi cation of fi xed assets which, in our

opinion, is reasonable having regards to the size of the

company and nature of its assets. In accordance with

this programme, fi xed assets were physically verifi ed by

the management during the year and that no material

discrepancies were noticed on verifi cation.

(c) There was no substantial disposal of its fi xed assets

during the year, which may have any impact on the

going concern nature of the Company.

ii. In respect of its Inventories:

(a) As explained to us the Inventories have been physically

verifi ed by the management at reasonable intervals. In

our opinion the frequency of verifi cation is reasonable.

(b) The procedures of physical verifi cation of inventories

followed by the management are reasonable and

adequate in relation to the size of the Company and the

nature of its business.

(c) The Company has maintained proper records of its

inventories and no material discrepancies were noticed

on physical verifi cation of Inventories as compared to

the book records.

iii.

(a) The company has given loan to one subsidiary. In

respect of said loan the maximum amount outstanding

at any time during the year and the year end balance was

` 1476.86 Lacs including interest thereon.

(b) In our opinion and according to the information and

explanation given to us, the rate of interest and other

terms & condition of the loans given by the company,

are not prima facie prejudicial to the interest of the

company.

(c) The principal amount are repayable on demand

including interest.

(d) In respect of the said loans and interest thereon, there

are no overdue amount.

(e) The Company has not taken any loans secured or

unsecured from companies covered in the register

maintained under Section 301 of the Companies Act,

1956.

iv. In our opinion and according to the information and

explanations given to us, there are adequate internal control

systems commensurate with the size of the Company and

the nature of its business with regards to the purchase of

inventories, fi xed assets and for the sale of goods. There is

no sale of services. During the course of our audit no major

weakness has been noticed in the internal control system in

respect of these areas.

v.

(a) According to the information and explanations given

to us, we are of the opinion that the particulars of

contracts or arrangements referred to in section 301 of

the Companies Act, 1956 that need to be entered into

the register have been so entered.

(b) In our opinion and according to the information and

explanations given to us, the transactions made in

pursuance of contracts or arrangements entered in the

register maintained under section 301 of the Companies

Act, 1956 and exceeding the value of Rupees Five Lacs

in respect of any party were made at prices which were

reasonable having regard to the prevailing market prices

at the relevant times.

vi. The company has not accepted any deposits from the public

during the year. Hence the provisions of clause 4 (vi) of the

order are not applicable.

vii. In our opinion, the company has an internal audit system

commensurate with the size of the company and nature of

its business.

viii. We have broadly reviewed the Books of Accounts maintained

by the Company in respect of generation of electricity from

wind power where pursuant to the rules made by the Central

Government of India, the maintenance of Cost Records

have been prescribed U/s 209(1)(d) of the Act and are of the

opinion that prima-facie, the prescribed accounts and records


27

have been made and maintained. We have not, however,

made a detailed examination of the records with a view to

determine whether they are accurate or complete.

ix.

(a) On the basis of examination of records of the Company,

undisputed statutory dues including Provident fund,

Employee’s State Insurance, Investor Education and

Protection Fund, Income Tax, Wealth Tax, Service Tax,

Sales tax, Custom Duty, Excise, Cess and any other

material statutory dues have been generally regularly

deposited with the appropriate authorities during the

year.

(b) No undisputed amounts payable were outstanding at

the year end, for a period of more than six months from

the date they became payable.

(c) According to information and explanation given to us

and the records of the company examined by us, there

are no undisputed amount of statutory dues which have

not been deposited.

x. The Company has no accumulated losses as at the end of the

year and it has not incurred cash losses during the current

and in the immediately preceding fi nancial year.

xi. Based on our audit procedures and on the basis of information

and explanations given to us, we are of the opinion that the

company has not defaulted in the repayment of dues to any

fi nancial institution, or Bank, or debenture holders.

xii. According to the information and explanations given to us,

the company has not granted any loans or advances on the

basis of security by way of pledge of shares, debentures and

other securities, accordingly paragraph 4 (xii) of the Order is

not applicable.

xiii. The company is not a Chit Fund/Nidhi/Mutual Benefi t

Fund/Society. Therefore the provisions of Paragraph 4 (xiii)

of the Order are not applicable to the company.

xiv. The Company has in our opinion maintained proper records

and contract notes with respect to its investments and timely

entries have been made therein. All investments at the close

of the year are held in the name of the Company.

xv. The Company has given guarantees for loans taken by two

subsidiary companies from banks and fi nancial institutions.

According to the information and explanations given to us,

we are of the opinion that the terms and condition thereof

are not prima facie prejudicial to the interest of the Company.

xvi. In our opinion and according to the information and

explanation given to us, the term loans were applied for the

purpose for which these were raised.

xvii. According to the Cash Flow Statement and other records

examined by us and the information and explanations given

to us, on an overall basis, funds raised on short term basis

have, prima facie, not been used during the year for long term

investment.

xviii. The Company has not made any preferential allotment of

shares during the year to parties or companies covered in the

Register maintained under Section 301 of the Companies

Act, 1956.

xix. The Company has issued during the year secured non

convertibles debentures amounting to ` 343.5 crores and has

created securities / charges in respect of secured debentures

issued.

xx. The Company has not raised any money by way public issued

during the year.

xxi. In our opinion and according to our information and

explanation given by the management, we report that no

material fraud on or by the Company has been noticed or

reported during the course of our audit.

For P.K.LILHA & CO.



(CA. P.K. LILHA)

Partner

M. No. 11092

Place : Kolkata

Date : 30.05.2012


28

BALANCE SHEET AS AT 31ST MARCH, 2012 (Amount in `)

Notes As at

March 31, 2012

As at

March 31, 2011 I. EQUITY AND LIABILITIESShareholders’ FundsShare Capital 3 1,357,984,954 1,357,984,954 Reserves and Surplus 4 23,579,545,052 22,253,847,717 Sub Total - Shareholders Fund 24,937,530,006 23,611,832,671 Non-current liabilitiesLong Term Borrowings 5 13,919,096,395 7,915,813,270 Deferred Tax Liabilities (net) 6 1,128,166,697 799,852,527 Long Term Provisions 7 16,573,145 14,168,810 Sub Total - Non-current Liabilities 15,063,836,237 8,729,834,607 Current liabilitiesShort Term Borrowings 8 33,484,541,669 30,115,964,766 Trade Payables 9 5,623,121,860 3,061,004,460 Other Current Liabilities 10 1,857,866,845 844,685,960 Short Term Provisions 7 1,140,993,908 1,639,208,888 Sub Total - Current Liabilities 42,106,524,282 35,660,864,074 TOTAL - EQUITY AND LIABILITIES 82,107,890,525 68,002,531,352 II. ASSETSNon current assetsFixed assets 11 Tangible assets 12,605,573,584 4,062,327,215 Intangible assets 2,410,646 3,619,098 Capital work-in-progress 1,154,504,056 2,340,287,147 Non-current investments 12 1,335,372,705 1,325,026,932 Long term loans and advances 13 4,828,385,882 3,446,111,358 Sub Total - Non Current Assets 19,926,246,873 11,177,371,750 Current assetsInventories 14 37,340,732,432 35,710,744,884 Trade receivables 15 13,302,362,864 11,190,755,655 Cash and cash equivalents 16 2,747,564,543 3,523,618,725 Short term loans and advances 13 8,765,868,909 6,394,183,848 Other current assets 17 25,114,904 5,856,490 Sub Total - Current Assets 62,181,643,652 56,825,159,602 TOTAL - ASSETS 82,107,890,525 68,002,531,352 Signifi cant accounting policies 2Notes on Financial Statements 3 to 33 - -

In terms of our attached report of even date

For P. K. Lilha & Co. For and on behalf of the Board



Sandip Jhunjhunwala K. D. Ghosh

CA. P. K. Lilha Managing Director Director

Partner

M No.: 11092 Ranjan Majumder Mandan Mishra

Chief Financial Offi cer Company Secretary

Place : Kolkata

Dated : 30th May, 2012


29

(Amount in `)Notes For the year ended For the year ended

31.03.2012 31.03.2011

INCOME

Revenue from operations 18 42,254,844,351 37,243,525,792

Other Income 19 31,953,433 38,646,985

Total Revenue (I) 42,286,797,784 37,282,172,777

EXPENSES

Cost of Raw Materials Consumed 20 37,052,219,934 19,712,015,899

Purchases of Stock In Trade 21 5,462,634,004 6,826,689,752

(Increase)/decrease in inventories of Finished Goods 22 (10,046,084,944) 1,742,150,844

Employee benefi ts expenses 23 221,061,469 172,039,560

Finance costs 24 5,138,040,214 3,314,069,377

Depreciation & Amortization expenses 25 387,876,917 221,217,853

Other expenses 26 1,239,723,267 1,071,791,587

Total Expenses (II) 39,455,470,861 33,059,974,872

Profi t Before Tax ( I - II ) 2,831,326,923 4,222,197,905

Tax expenses

Current tax 565,007,231 1,397,507,749

Prior Period Tax Payment 4,019,446 143,220

Total Tax Expenses 569,026,677 1,397,650,969

Profi t for the year after tax 2,262,300,246 2,824,546,936

Earnings per equity share (nominal value) Re. 1/- each)

Basic 2.34 3.49

Diluted 2.11 3.08

Signifi cant accounting policies 2

Notes on Financial Statements 3 to 33







Partner



Place : Kolkata


PROFIT & LOSS ACCOUNT FOR YEAR ENDED 31ST MARCH, 2012


30

(Amount in `)

2011-2012 2010-2011

A) CASHFLOW FROM OPERATING ACTIVITIES

Net Profi t Before Tax as per Profi t and Loss account 2,831,326,923 4,222,197,905

Adjusted for:

Depreciation / Amortization 387,876,917 221,217,853

Finance Costs 5,138,040,214 3,314,069,377

Dividend Income (7,385,044) (7,267,046)

Interest Received (20,714,824) (16,326,680)

Loss on Sale/Discard of Fixed Assets (Net) 24,658,162 4,142,801

5,522,475,425 3,515,836,305

Operating Profi t before in working capital changes 8,353,802,348 7,738,034,210

Adjusted for:

Decrease/ (increase) in Inventories (1,629,987,548) (3,309,818,450)

Decrease/ (increase) in Trade Receiveables (2,111,607,209) (2,830,302,961)

Decrease/ (increase) in Loan & Advances (2,977,786,174) (728,940,296)

Decrease/ (increase) in Other Current Assets (19,258,414) 33,046,614

Increase/(Decrease) in Trade Payables 2,562,117,400 2,605,928,783

Increase/(Decrease) in Other Liabilities and Provisions 924,857,617 (70,193,752)

(3,251,664,328) (4,300,280,062)

Cash Generated from operations 5,102,138,020 3,437,754,148

Direct Taxes paid (705,213,364) (1,282,917,709)

Net Cash from/(used in) Operating Activities ( A ) 4,396,924,656 2,154,836,439

B) CASH FLOW FROM INVESTMENT ACTIVITIES

Purchase of Fixed Assets (8,968,174,430) (969,177,533)

Capital Work in Progress 1,185,783,091 (1,485,162,462)

Advances for Capital Expenditure (1,472,487,244) (3,071,602,030)

Investments in Shares/Mutual Fumds (10,345,773) (217,099,650)

Subsidy Received on Fixed Assets 11,000,000 -

Proceeds from sale of Fixed Assets 2,601,434 6,980,546

Dividend Received 7,385,044 7,267,046

Interest Received 20,714,824 16,326,680

Net Cash from/(used in) Investing Activities ( B ) 9,223,523,054) (5,712,467,403)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012


31

(Amount in `)

2011-2012 2010-2011

C) CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Issue of Right Equity Shares (Net of Expenses) - 12,245,040,968

Proceeds from/(Repayment) of Long Term Borrowings :-

~ Issueof Non Convertible Redemable Debenture (Net of Expenses ) 3,402,003,892 953,875,975

~ Repayment of Term Loans (223,849,399) (255,057,236)

~ Proceeds from Corporate Loans 2,202,222,222 (345,800,000)

~ Forex Loss on FCCB Outstanding 680,905,225 -

Proceeds from Unsecured Loans (Net of Expenses) - (4,020,278,500)

Proceeds from/(Repayments) of Short Term Borrowings 3,368,576,903 (2,457,058,259)

Finance Costs (5,138,040,214) (3,314,069,377)

Dividend & Dividend Tax Paid (241,274,413) (353,785,684)

Net Cash from/(used in) Financing Activities ( C ) 4,050,544,216 2,452,867,887

NET INCREASE/(DECREASE) IN CASH ( A+B+C) (776,054,182) (1,104,763,077)

CASH AND CASH EQUIVALENTS(OPENING BALANCE) 3,523,618,725 4,628,381,803

CASH AND CASH EQUIVALENTS(CLOSING BALANCE) 2,747,564,543 3,523,618,725

Notes:

1) The above Cash Flow Statement has been prepared using the Indirect Method set out in Accounting Standard (AS - 3) on Cash Flow

Statements Issued by The Institute of Chartered Accountants of India 2) Cash and Cash Equivalents includes :-

a) Current a/c balances of ` 42,33,100 represented by unpaid dividend

b) Fixed Deposit with Bank ` 1,55,50,000/- are pledged with Banks against Letter of Guarantee, etc

c) Margin Money deposit of ` 4,03,929 are pledged with Banks against Guarantee issued by them

d) Balances with other Banks, ICICI Bank (London Br.) and PICTET & CIE, London are lying abroad for purposes as defi ned

under ECB guidelines issued by RBI 3) Figures in Bracket indicate Cash outfl ows. 4) Previous Year’s fi gures have been reclassifi ed and re stated, wherever required to confi rm with current period’s presentation.







Partner



Place : Kolkata



32

1) CORPORATE INFORMATION:

REI Agro Limited was incorporated in 1994 and today it is a leader in the processing of Basmati rice in the world. The company

follows an integrated model of operations right from procurement, maturing, processing, packaging, branding and distribution of

rice. The company procures its raw material from mandis across the states of Haryana, Punjab, Western UP and Uttarakhand. The

company matures its products to ensure a high quality for all its products. The company has set up state of the art processing facilities

with a capacity of producing 10,33,680 MTPA. The company sells its products both in the domestic and the international markets.

In the domestic markets the company's products have a presence in the organised and unorganised retail. The company launched its

"Raindrops" brand in the domestic market and is fast emerging as a leading brand in India.

2) SIGNIFICANT ACCOUNTING POLICIES:

a) BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The Financial Statements have been prepared and presented under the historical cost convention using the accrual basis of

accounting and comply with all mandatory Accounting Standards {AS} as specifi ed in the Companies (Accounting Standard)

Rules 2006 , the relevant provisions of Companies Act, 1956 and guidelines issued by the Securities and Exchange Board of

India (SEBI). Accounting Policies have been consistently applied except where a newly issued accounting standard is initially

adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

b) USE OF ESTIMATES:

The preparation of Financial Statements is in conformity with the Generally Accepted Accounting Principles {GAAP}

requires management to make estimates and assumptions that affects the amounts reported in the fi nancial statements and

accompanying notes. Although these estimates are based on management’s best knowledge of current events and actions

the Company may undertake in future, actual results ultimately may differ from the estimates. Any revision to the accounting

estimates is recognized in current and future periods.

c) FIXED ASSETS:

a) Free Hold Land / Lease Hold Land is stated at cost of acquisition inclusive of incidental expenses thereto.

b) Fixed Assets are recorded at cost of acquisition or construction inclusive of inward freight, duties, taxes and other directly

attributable incidental expenses relating thereto less accumulated depreciation.

c) Capital Work-in-Progress includes Advances paid to acquire Fixed Assets and the cost of Fixed Assets together with

incidental Expenses and attributable interest on borrowed Fund for the purpose of acquiring these assets that were not

put to use for their intended use.

d) When assets are sold or discarded, their cost and accumulated depreciation are removed from fi xed asset and any gain/loss

resulting therefrom is refl ected in Profi t & Loss account.

d) INTANGIBLE ASSETS

Acquired Intangible Assets represented Software is recorded at its acquisitions price and related expenses thereon is amortised

over its estimated useful life on straight-line basis, commencing from the date, the asset is available for its use. The Management

has estimated the useful life for such software as 3 {Three} Years. The useful life of the Assets shall be reviewed by the

management at each Balance Sheet Date.

e) DEPRECIATION / AMORTISATION

a) Cost of Lease Hold land is amortized over the period of the lease on Straight-Line Method.

b) Depreciation is provided on the Straight Line Method (SLM) as per rates specifi ed in Schedule XIV of the Companies Act,

1956 (as amended).

f) INVESTMENTS:

Investments are either classifi ed as current or long term based on Management’s intention at the time of purchase. Current

Investments are carried at the lower of cost and fair value of each investment individually. Cost of Overseas investments

comprises the Indian Rupees value of the consideration paid for the investment translated at the exchange rate prevalent at

the date of investment. Long Term Investments are carried at cost after deducting provision, if any, for diminution in value

considered to be other than temporary in nature.

NOTES FORMING PART OF FINANCIAL STATEMENTS


33

g) INVENTORIES:

Inventories are valued as under:

a) Raw Materials are valued at lower of cost computed on FIFO basis and net realizable value less VAT where applicable.

b) Finished goods are valued at cost (less realizable value of by-products) or net realizable value whichever is lower.

c) Stores & Spares, Packing Material etc, are valued at cost less VAT wherever applicable.

d) By-Products are valued at estimated realizable value.

h) REVENUE RECOGNITION:

a) Domestic sale is recognized on dispatch to customers and are recorded net of trade discounts, rebates, etc. Export sale is

recognized on the date, Company ships the goods as evidenced by their bill of lading. Sale of energy is accounted on actual

net billing plus claims for short generation wherever applicable and includes income from Lease Rent of WTG.

b) Export incentives are recognized when the right to receive credit as per the terms of incentive is established in respect

of Export made and when there is no signifi cant uncertainty regarding the ultimate collection of the relevant Export

Proceeds.

c) Sale of Certifi ed Emission Reduction (CER) is recognized as income on the delivery of the CER to the customer’s account

as evidenced by the receipt of confi rmation of execution of delivery instructions.

d) Other items of revenue are recognized in accordance with the Accounting Standard (AS-9). Accordingly, wherever there

are uncertainties in the ascertainment / realization of income, the same is accounted when it is measured with certainty.

e) Interest income is recognized on time proportion base taking into account the amount outstanding and the rates applicable.

f) Profi t / Loss on sale of investments is booked on the basis of contract notes/delivery of shares.

g) Dividend income is recognized when the right to receive Dividend is established.

h) Income from Operating Lease is recognized as rentals, as accrued during the year.

i) GOVERNMENT GRANTS:

a) Government Grants and subsidies from the Government are reconginsed when there is reasonable certainty that the

grant/subsidy will be received and all attaching conditions will be complied with.

b) Capital Grant/subsidy against specifi c fi xed assets is set off against the cost of those fi xed assets.

j) FOREIGN CURRENCY TRANSACTIONS:

a) Foreign currency transactions are recorded by applying the relevant exchange rates. Exchange differences arising on foreign

currency transactions settled during the year are recognized in the Profi t & Loss account for the year.

b) All foreign currency denominated monetary Assets & Liabilities are translated at the Exchange rates prevailing on the

Balance Sheet date. The resultant exchange differences are recognized in the Profi t & Loss Account for the year.

c) The Company uses Derivative fi nancial instruments such as forward exchange contracts to hedge its risk associated with

foreign currencies fl uctuations. Profi t / loss on derivatives and fi nancial instruments such as forward exchange contracts

and interest rate swap to hedge risks associated with foreign currency fl uctuations and interest rates are considered as

revenue items on maturity of the contracts.

d) Gain or Loss on restatement of forward exchange contracts for hedging underlying outstanding if any, at the Balance Sheet

date are recognized for the year in which it occurs. The Premium or Discounts on such contracts is recognized in the Profi t

& Loss account over the period of the contract.

k) ACCOUNTING OF CLAIMS:

a) Insurance claims receivable are accounted at the time when certainty of receivable is established.

b) Claims raised by the Government Authorities regarding taxes & duties which are disputed by the company are accounted

based on the merits of each claim.

l) BORROWING COST:

Borrowing costs are recognized as an expense in the year in which they are incurred, except cost that are directly attributable

to the acquisition, construction or installation of qualifying assets which are either kept in Capital work in progress or being

capitalized as part of the cost of the asset.



34

m) SECURITIES ISSUE EXPENSE:

Right Issue, & Debenture issue expenses incurred are adjusted against the Securities Premium Account in the year in which they

are incurred in terms of Section 78 (2) of the Companies Act, 1956.

n) IMPAIRMENT OF ASSETS:

The company tests on annual basis the carrying amount of the asset for impairment so as to determine -

a) The provision for impairment loss, if any, or

b) The reversal, if any, required on account of impairment loss recognized in previous periods.

o) EMPLOYEE BENEFITS:

a) Short Term Employee Benefi ts:

The undiscounted amount of short term employee benefi t expected to be paid in exchange for the services rendered by

employee is recognized during the year when the employee remain under the service. This benefi t includes salary, wages,

short term compensatory absences and bonus.

b) Long Term Employee Benefi ts:

i) Defi ned Contribution Scheme- This benefi t includes contribution to Employee’s State Insurance Corporation {ESI}

and Provident Fund Contribution {PF} to the Regional Provident Fund Commissioner. These contributions are

defi ned as an expense in the Profi t & Loss account as and when such contributions are due.

ii) Defi ned Benefi t Scheme- For Gratuity and compensated leave- The Company records its liability for Gratuity and

compensated leave to its employees based on actuarial valuation as at the balance Sheet date, using the projected unit

credit method. Effects of changes in actuarial valuations are immediately recognized in the Profi t & Loss account.

The retirement benefi t obligation recognized in the balance sheet represents value of defi ned benefi t obligation as

reduced by the fair value of planned assets. Actuarial gains/losses are recognized in full during the year in which they

occur.

p) PROPOSED DIVIDEND:

Dividend proposed by the Board of Directors is adjusted in Statement of Profi t & loss under the head Reserve & Surplus,

pending approval at the Annual General Meeting.

q) CASH FLOW STATEMENT:

Cash fl ows are reported using the indirect method, whereby Profi t Before Tax (PBT) is adjusted for the effects of transactions

of a non–cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or

expenses associated with investing or fi nancing cash fl ows. The cash fl ow from operating, investing and fi nancing activities of

the company is segregated.

r) TAXATION:

Current Tax is determined on the profi t of the year in accordance with the provisions of Income Tax Act, 1961. Deferred tax is

calculated at the tax rates and laws that have been enacted or substantively enacted by the Balance sheet date and is recognised

on timing differences that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax

assets, subject to consideration of prudence, are recognized and carried forward only to the extent that they can be realized.

s) PROVISIONS, CONTINGENT LIABILITIES & CONTINGENT ASSETS:

a) Provision is created when there is present obligation as a result of past events that probably requires an outfl ow of

resources and a reliable estimate can be made of the amount of obligation.

b) Contingent Liability is disclosed, unless the possibility of an outfl ow of resources embodying the economic benefi t is

remote.

c) Contingent Assets are neither recognized nor disclosed in Financial Statements.

t) EARNING PER SHARE:

Basic Earning Per Share (EPS) is computed by dividing, the net profi t for the period attributable to equity shareholders by

the weighted average number of equity shares outstanding during the period. Diluted Earnings Per Share are computed after

adjusting the effects of all dilutive potential equity shares, if any.



35

(Amount in `) As At

March 31, 2012

As At

March 31, 20113) SHARE CAPITAL

Authorised Shares Capital 1,600,000,000 Equity shares of ` 1/- each 1,600,000,000 1,600,000,000

(1,600,000,000) 4,000,000 Preference shares of ` 100/- each 400,000,000 400,000,000

(4,000,000) 2,000,000,000 2,000,000,000

Issued, Subscribed and paid-up 957,984,954 Equity shares of ` 1/- each fully paid up 957,984,954 957,984,954

(957,984,954) 4,000,000 4% Non Convertible Redeemable Preference shares of ` 100/- each

(4,000,000) fully paid up 400,000,000 400,000,000 Total 1,357,984,954 1,357,984,954

A) Notes to Equity Share Capital3.1 29,945,550 Equity Shares of Re. 1/- each issued through QIP in FY 2009-10

(29,945,550)3.2 352,398 Equity shares of Re. 1/- each issued against conversion of 350 FCCB of USD ($) 1,000/- each in FY 2009-10

(352,398)3.3 638,656,636 Equity shares issued as right shares of Re. 1/- each during the FY 2010-11

(638,656,636)3.4 16,004,900 Equity Shares of Re. 1/- each representing 800,245 ( 13,56,315) Global Depository Receipt in the ratio of 20

(27,126,300) Equity Shares for each GDR

B) Reconciliation of no of shares is setout below 1 EQUITY SHARE CAPITAL

2011-12 2010-11 No of Shares ` No of Shares `

At the beginning of the year 957,984,954 957,984,954 319,328,318 319,328,318 Add: Increased by Right Issue - - 638,656,636 638,656,636 Outstanding at the end of the year 957,984,954 957,984,954 957,984,954 957,984,954

2 4% Preference Shares 2011-12 2010-11

No of Shares ` No of Shares `

At the beginning of the year 4,000,000 400,000,000 4,000,000 400,000,000 Outstanding at the end of the year 4,000,000 400,000,000 4,000,000 400,000,000

C) Details of shareholders holding more than 5% shares Name of Shareholders As at March 31, 2012 As at March 31, 2011

No. of shares % holding No. of shares % holding Aspective Vanijya Private Limited 128,595,663 13.42% 119,365,663 12.46%Shree Krishna Gyanodaya Flour Mills Pvt Ltd 126,858,763 13.24% 88,219,706 9.21%Snehapushp Barter Pvt Ltd 65,336,400 6.82% 65,336,400 6.82%Subhchintak Vancom Pvt Lld 54,774,000 5.72% 54,774,000 5.72%REI Steel & Timber Pvt Ltd 51,934,680 5.42% 51,934,680 5.42%Wellington Management Co LLP A/c Bay Pond BMD MB 78,881,617 8.23% 78,377,514 8.18%

As per records of the company, including its register of shareholders/ members and other declarations received from shareholders

regarding benefi cial interest, the above shareholding represents both legal and benefi cial ownerships of shares.


36

D) Notes to Preference Share Capital

4% Non Convertible Redemmable Preference shares allotted on 30.06.2003 were redeemable at par at any time after a period of 12

years from the date of their allotment. Since then the redemption period has been extended to 30.06.2022 in the Annual General

Meeting held on 27.09.2010.

(Amount in `)

As at

March 31, 2012

As at

March 31, 2011

4) RESERVE AND SURPLUS

A ) Securities Premium Account

Balance as per the last fi nancial statements 15,162,546,807 3,527,717,962

Add: On issue of Right Shares - 11,815,147,766

Less: Debenture Issue Expenses (32,996,108) (36,124,025)

Less: Right Issue Expenses (208,763,434)

Less: Deferred Tax Assets/(Liabilities) (Net) (328,314,171) 64,568,538

T O T A L ( A ) 14,801,236,528 15,162,546,807

B) Debenture Redemption Reserve

Balance as per the last fi nancial statements 153,000,000 23,000,000

Add: Amount of Reserve Created during the Year 175,000,000 130,000,000

T O T A L ( B ) 328,000,000 153,000,000

C) General Reserve

Balance as per the last fi nancial statements 6,100,000,000 4,700,000,000

Add: Amount of Reserve Created during the Year 1,400,000,000 1,400,000,000

T O T A L ( C ) 7,500,000,000 6,100,000,000

D) Surplus in the statement of profi t and loss

Balance as per last fi nancial statements 838,300,910 45,375,237

Profi t for the year 2,262,300,246 2,824,546,936

Less: Appropriations

Transfer to General Reserve (1,400,000,000) (1,400,000,000)

Transfer to Debenture Redemption Reserve (175,000,000) (130,000,000)

Short Provision for Dividend and Dividend Tax - (148,637,422)

Interim Dividend on Equity Shares - (95,798,495)

Dividend Tax on Interim Dividend - (15,910,933)

Proposed Dividend (494,992,477) (207,596,991)

Dividend Tax on Proposed Dividend (80,300,155) (33,677,422)

Total (2,150,292,632) (2,031,621,263)

T O T A L ( D ) 950,308,524 838,300,910

Total ( A + B + C + D ) 23,579,545,052 22,253,847,717

Notes

4.1) During the previous year Securities Premium amounting to ` 1,18,151 Lacs increased on account of issue of 63,86,56,636 Equity

Shares on Right basis at a premium of ` 18.50 per share.

4.2) The Hon’ble Kolkata High Court vide its order has allowed the company to utilize the Securities Premium Account towards

meeting Deferred Tax Liability computed as per the Accounting Standard (AS-22) “ Accounting of Taxes on Income” prescribed

by The Institute of Chartered Accountants of India. Accordingly the Securities Premium Account has decreased by adjustment

of Net Deferred Tax Liabilities of `32,83,14,171/- for the year (Previous Year ` 6,45,68,538/-).

Notes to fi nancial statements as at March 31, 2012


37

(Amount in `) NON CURRENT CURRENT ( Refer Note 10)

As at

March 31,2012

As at

March 31,2011

As at

March 31,2012

As at

March 31,20115) LONG TERM BORROWINGS

SecuredA) Non Convertible Debentures 5,825,000,000 2,390,000,000 - - B) Term Loans

B.1) From BanksAllahabad Bank - - - 1,710,000 External Commercial Borrowing (ICICI Bank, London) - 86,962,270 88,672,270 67,826,146 ICICI Bank 2,574,616 - 392,131 - B.2) From Others Infrastructure Development Finance Company

Limited

287,277,500 407,027,500 119,750,000 94,950,000

Indian Renewal Energy Developments Agency

[IREDA]

145,161,000 209,201,000 64,040,000 64,040,000

Total Term Loans 435,013,116 703,190,770 272,854,401 228,526,146 C) Corporate Loans

C.1) From Banks~ State Bank of India (Formerly State Bank of Indore) - 150,000,000 150,000,000 150,000,000 ~ ICICI Bank ( Formerly bank of Rajasthan ) - - - 120,000,000 ~ Jammu & Kashmir Bank Limited 1,500,000,000 - ~ Dhanlaxmi Bank Limited 305,555,554 166,666,668 ~ Lakshmi Vilas Bank Limited 500,000,000 - - - Total Corporate Loans 2,305,555,554 150,000,000 316,666,668 270,000,000 Total Secured Loans 8,565,568,670 3,243,190,770 589,521,069 498,526,146 UnsecuredA) Foreign Currency Convertible Bonds 5,353,527,725 4,672,622,500 - - Total 13,919,096,395 7,915,813,270 589,521,069 498,526,146

5.1 Notes to Non Convertible Debentures

A) Further issue of Debentures: During the year company has issued 935 Secured NCDs @ ` 10 lacs each divided into 10

'Separately Transferable Redemable Principle Part' (STRPP) of ` 1 lacs each and 2500 Secured NCDs @ ` 10 lacs each.

B) Security Coverage :-

a) 11.75% Non-Convertible Debenture:- ` 140 Crores Secured by way of mortagage / charge on the immovable property

situated at Maharajpura , Dist. Mehsana, Gujarat and secured by way of pari passu fi rst charge on fi xed assets of the rice

mill division and Sub servient charge on the total assets of the company to maintain assets coverage 1.25 times.

b) 11.75% Non-Convertible Debenture:- ` 99 Crores Secured by way of mortagage / charge on the immovable property



c) 13.00% Non-Convertible Debenture:- ̀ 93.50 Crores Secured by way of mortagage / charge on the immovable property

situated at Maharajpura, Dist. Mehsana, Gujarat and secured by way of pari passu fi rst charge on fi xed assets of the rice


d) 12.00% Non-Convertible Debenture:- ` 250 Crores Secured by way of mortagage / charge on the immovable property





38

C) Maturity Profi le and rate of interest are set out as follows :-

(Amount in `) Rate of Interest Debenture

Amounts

2013-14 2014-15 2015-16 2016-17

11.75% 1,400,000,000 560,000,000 840,000,000 - - 11.75% 990,000,000 198,000,000 495,000,000 297,000,000 - 13.00% 935,000,000 - 187,000,000 467,500,000 280,500,000 12.00% 2,500,000,000 - 820,000,000 840,000,000 840,000,000

5,825,000,000 758,000,000 2,342,000,000 1,604,500,000 1,120,500,000 5.2 Notes on Term Loans

a) Outstanding amount of loans ̀ 20.92 cr ( ̀ 27.32 cr) to Indian Renewal Enegry and Development Agency (IREDA) is guranteed by promoters of the company

b) Security Coverage:b.1) Allahabad Bank Secured by creation of fi rst charge on 1 WTG (Suzlon Make) at Jaislamer,Rajasthan and Sundry Debtors

thereonb.2) External Commercial Borrowing (ICICI bank, London) Secured by creation of fi rst charge on 17 WTGs (RRB Make) at

Surajbari, Gujarat and with Sundry Debtors thereon.b.3) Vehicle Loan from ICICI Bank has been secured by hypothcation of Vehicle. b.4) Infrastructure Development Finance Company Ltd Secured by creation of fi rst charge on 6 WTG’s( VESTAS Make) at Dhule,

Maharashtra and 12 WTGs (RRB Make) at Tirunelveli, Tamilnadu and Sundry Debtors thereonb.5) Indian Renewal Energy Development Agency : Secured by fi rst charge on 5 WTGs at Jaislamer, Rajasthan and 10 WTGs

(Suzlon Make) at Dhule, Maharashtra and Sundry Debtors thereon together with personal guarantee of some of the directors5.3 Notes on Corporate Loans Security Coverage:

a) State Bank of India ( Formerly State Bank of Indore ) secured by fi rst Pari-Passu charge on the fi xed assets of the Rice Division of the Company and second Pari-Passu charge on the Current Assets of the Rice Division of The Company.

b) ICICI Bank ( Formerly Bank of Rajasthan) secured by fi rst Pari-Passu charge on the fi xed assets of the Rice Division of the Company and second Pari-Passu charge on the Current Assets of the Rice Division of The Company and additional security of the company’s share by promoters.

c) Jammu and Kashmir Bank secured by residual charge on the companies total assets present and future with minimum coverage 1.25 times.

d) Dhanlaxmi Bank secured by fi rst Pari-Passu charge on entire fi xed assets of the Rice Division of the Company and Subservient charge over the entire assets of the Rice Division of the company with minimum assets coverage of 1.25.

e) Lakshmi Vilas Bank secured by fi rst Pari-Passu charge on the fi xed assets of the Rice Division of the Company and Subservient charge over the current assets of the Rice Division of the company both present and future with minimum assets coverage 1.25 times.

5.4 Maturity Profi le of Secured and Unsecured Loans

(Amount in `)Term Loans 2013-14 2014-15 2015-16 2016-17

Secured Loans~ ICICI Bank 438,426 490,182 548,054 1,097,954 ~ Infrastructure Development Finance Company Limited 119,750,000 119,750,000 47,777,500 - ~ Indian Renewal Energy Development Agency 64,040,000 64,040,000 17,081,000 - Corporate Loans~ The Jammu & Kashmir Bank Limited 125,000,000 500,000,000 500,000,000 375,000,000 ~ Dhanlaxmi Bank Limited 166,666,668 138,888,886 - - ~ Lakshmi Vilas Bank Limited 250,000,000 250,000,000 - -

725,895,094 1,073,169,068 565,406,554 376,097,954 Unsecured Loans Foreign Currency Convertible Bonds - 5,353,527,725 - - Grand Total 725,895,094 6,426,696,793 565,406,554 376,097,954



39

5.5 5.5% Unsecured Foreign Currency Convertible Bonds The Company issued on 13.11.2009, 5.5% 105000 Foreign Currency Convertible Bonds (FCCB) of US $ 1000 each aggregating US

$105 million [` 493.71 Crores] at par. The bonds are redeemable on 13th November, 2014 unless previously converted; these bonds

are convertible into equity shares at an initial conversion price of ` 46.70 per equity share with existing fi xed rate of exchange on

conversion @ ` 47.02 = US $ 1.00 at the option of the bond holder at any time on or after 22nd December, 2009 and prior to the close of business on 13th November, 2014. The outstanding 104,650 bonds when fully converted would result in issue of additional

105,367,088 equity shares of ` 1/-each. Apart from this, FCCB holders retain the right to subscribe in Equity Shares to the extent of 210,734,176 Equity Shares of the Company as per Letter of Offer issued by the Company for Issue of Right Equity Shares in the

ratio of 2:1 at a price of ` 19.50 (Including Share Premium of ` 18.50 per share) at the time of conversion into Equity Shares on or before 13th November, 2014.

6) DEFERRED TAX LIABILITY (NET)

(Amount in `) As at

March 31, 2012

As at

March 31, 2011 Deferred Tax Liability Timing difference in Depreciable assets 1,358,195,616 806,118,693

Deferred Tax AssetsExpenses allowable against taxable income in future years ~ On MAT carried forward 222,895,934 - ~ On Gratuity & Leave encashment 5,602,340 4,735,521 ~ On Provision for doubtful debts 1,530,645 1,530,645

230,028,919 6,266,166 DEFERRED TAX LIABILITY (NET) 1,128,166,697 799,852,527

7) PROVISIONS (Amount in `) Non Current Current

March 31, 2012 March 31, 2011 March 31, 2012 March 31, 2011Provision for Employee Benefi ts ~ Gratuity 14,003,624 11,785,923 670,022 413,494 ~ Leave encashment 2,569,521 2,382,887 24,023 13,231

16,573,145 14,168,810 694,045 426,725 Provision for Taxation 565,007,231 1,397,507,750 Provision for Proposed Dividend 494,992,477 207,596,991 Provision for Dividend Tax on Proposed Dividend 80,300,155 33,677,422 TOTAL 16,573,145 14,168,810 1,140,993,908 1,639,208,888

8) SHORT TERM BORROWINGS

(Amount in `) As at

March 31, 2012

As at

March 31, 2011SecuredA) Working Capital Loans from Banks

a) Rupee Denominated Loans Cash Credit/ WCDL/Short Term Loans 25,415,771,886 26,832,408,464 b) Foreign Currency Loans PCFC 3,418,769,783 183,556,302

B) Commercial Papers 4,650,000,000 3,100,000,000 Total 33,484,541,669 30,115,964,766



40

8.1 Notes to Working Capital Loans

A) Security Coverage :-

a) Working Capital Loans are secured by creation of fi rst charge on pari passu basis on hypothecation of stocks of Rice,

Paddy, Book Debts & Stores,etc, both Present and Future of the Rice Division and by second charge on all Fixed Assets

both Present and future of the Rice Division.

b) Commercial Papers are secured by earmarking of working capital limits

B) Maximum Balance outstanding in case of Commercial Papers during the year ` 735 crores (previous year ` 420 crores)

9) TRADE PAYABLE

(Amount in `)

As at

March 31, 2012

As at

March 31, 2011

Acceptances 999,978,104 -

Creditors for Others 4,623,143,756 3,061,004,460

5,623,121,860 3,061,004,460

Notes

1) Trade Payables are due in respect of goods purchases or services received ( including from employees, professionals and

others under contracts) in the normal course of business

2) Based on the information available with the company there are no dues payable to Micro, Small and Medium Enterprises as defi ned

in The Micro, Small and Medium Enterprises Development Act 2006.

This has been determined to the extent such parties have been identifi ed on the basis of information available with the Company.

This has been relied upon by the Auditors.

10) OTHER CURRENT LIABILITIES

(Amount in `)

As at

March 31, 2012

As at

March 31, 2011

A) Current Maturities of Long Term Borrowings ( refer Note 5 ) 589,521,069 498,526,146

B) Interest accrued and due on

Term Loans - 80,032

Corporate Loans 1,655,560 2,873,577

Short Term Borrowings 160,680,782 7,232,780

C) Interest accrued but not due on borrowings 194,438,203 99,817,371

D) Advance from customers 51,692,040 -

E) Payable for Capital expenditures 827,565,312 181,939,114

F) Statutory Dues 28,080,779 49,963,750

G) Investor Education and Protection fund:

Unpaid dividends 4,233,100 4,253,190

1,857,866,845 844,685,960



41

NO

TES

FO

RM

ING

PA

RT

S O

F FI

NA

NC

IAL

STA

TEM

ENT

S

11

FIX

ED

ASS

ET

S

(Am

ount

in `

)

Gro

ss B

lock

Dep

reci

atio

n

Net

Blo

ck

Part

icul

ars

As

On

01.0

4.20

11

Sinc

e

Add

ed

Sale

/

Adj

ustm

ent

As

On

31.0

3.20

12

Upt

o

01.0

4.20

11

For T

he

Perio

d

Sale

/

Adj

ustm

ent

Upt

o

31.0

3.20

12

As

On

31.0

3.20

12

As

On

31.0

3.20

11

Tang

ible

Ass

ets

Land

~ F

ree

Hol

d La

nd 1

31,2

33,2

32

677

,738

,000

-

808

,971

,232

-

- -

- 8

08,9

71,2

32

131

,233

,232

~ L

ease

Hol

d La

nd 2

7,12

0,00

0 -

- 2

7,12

0,00

0 6

,575

,324

1

,160

,589

-

7,7

35,9

13

19,

384,

087

20,

544,

676

Build

ing

1,3

65,5

74,1

42

2,2

38,6

78,6

24

43,

936,

443

3,5

60,3

16,3

23

101

,349

,828

7

6,24

3,90

5 1

8,09

6,33

7 1

59,4

97,3

96

3,4

00,8

18,9

27

1,2

64,2

24,3

14

Plan

t & M

achi

nery

1,3

36,7

97,2

09

6,0

46,4

98,5

17

11,

000,

000

7,3

72,2

95,7

26

417

,810

,810

1

81,4

86,6

95

- 5

99,2

97,5

05

6,7

72,9

98,2

21

918

,986

,399

Win

dfar

m G

ener

ator

s 2

,373

,069

,544

-

- 2

,373

,069

,544

6

58,7

85,1

75

125

,298

,072

-

784

,083

,247

1

,588

,986

,297

1

,714

,284

,369

Offi

ce E

quip

men

t 2

,492

,478

1

7,00

0 -

2,5

09,4

78

792

,405

1

19,1

43

- 9

11,5

48

1,5

97,9

30

1,7

00,0

73

Tube

wel

l 4

68,8

50

- -

468

,850

2

25,4

98

22,

270

- 2

47,7

68

221

,082

2

43,3

52

Com

pute

r 5

,081

,777

8

30,2

25

- 5

,912

,002

3

,695

,280

8

33,0

42

- 4

,528

,322

1

,383

,680

1

,386

,497

Vehi

cles

11,

201,

039

4,3

35,5

39

1,8

32,2

32

13,

704,

346

4,4

43,1

76

1,2

07,2

86

412

,742

5

,237

,720

8

,466

,626

6

,757

,863

Furn

iture

& F

ixtu

res

4,6

70,5

10

76,

525

- 4

,747

,035

1

,704

,070

2

97,4

63

- 2

,001

,533

2

,745

,502

2

,966

,440

Tota

l 5

,257

,708

,781

8

,968

,174

,430

5

6,76

8,67

5 14

,169

,114

,536

1

,195

,381

,566

3

86,6

68,4

65

18,

509,

079

1,5

63,5

40,9

52

12,6

05,5

73,5

84

4,0

62,3

27,2

15

Inta

ngib

le A

sset

s -

Com

pute

r Sof

twar

e 3

,625

,720

-

- 3

,625

,720

6

,622

1

,208

,452

-

1,2

15,0

74

2,4

10,6

46

3,6

19,0

98

Tota

l 5

,261

,334

,501

8

,968

,174

,430

5

6,76

8,67

5 14

,172

,740

,256

1

,195

,388

,188

3

87,8

76,9

17

18,

509,

079

1,5

64,7

56,0

26

12,6

07,9

84,2

30

4,0

65,9

46,3

13

Prev

ious

Yea

r Tot

al 4

,316

,713

,863

9

69,1

77,5

33

24,

556,

895

5,2

61,3

34,5

01

987

,603

,883

2

21,2

17,8

53

13,

433,

548

1,1

95,3

88,1

88

4,0

65,9

46,3

13

Not

e :-

1.

Sale

s/A

djus

tmen

ts in

Pla

nt &

Mac

hine

ry r

epre

sent

s G

ovt

Gra

nts/

Sub

sidy

rece

ived

by

the

com

pany

dur

ing

the

year

` 1

,10,

00,0

00 r

ecei

ved

from

Gov

t of

Har

yana

thr

ough

Har

yana

Rene

wab

le E

nerg

y D

evel

opm

ent A

genc

y (H

RED

A) f

or se

tting

up

BIO

MA

SS (R

ice

Hus

k) C

o-ge

nera

tion

proj

ect f

or c

aptiv

e U

se

2.

Incl

udes

Add

ition

to F

reeh

old

Land

` 6

7,65

,000

/- a

t Baw

al (h

arya

na) f

or w

hich

Reg

istra

tion

in th

e na

me

of th

e C

ompa

ny is

yet

to b

e ex

ecut

ed


42

12) NON-CURRENT INVESTMENTS (Long Term Investments)

Non-Trade Investments* (Amount in `)Number of Shares Company Face value

Per Share

(`)

As at

March 31, 2012

As at

March 31, 2011

A) In Equity Shares -Quoted, Fully paid up 35,000 (35,000) Allahabad Bank 10 2,870,000 2,870,000 10,000 (10,000) Jyoti Structure Ltd 2 546,155 546,155

398 (398) Punjab National Bank 10 155,220 155,220 5,500 (5,500) Reliance Capital Ltd 10 2,255,907 2,255,907

5,827,282 5,827,282 B) In Mutual Funds-Fully paid up

1,000,000 (1,000,000) Reliance Alternative Investments 10 10,000,000 3,500,000 Funds, Private Equity Scheme-I**

C) In Equity Shares, Fully paid up (In Associate Companies) Un-Quoted

5,256,277 (5,256,277) Varrsana Ispat Limited 10 1,245,699,650 1,245,699,650 Quoted

35,000,000 (35,000,000) REI Six Ten Retail Ltd 2 70,000,000 70,000,000 1,315,699,650 1,315,699,650

D) In Equity Shares of Wholly Owned Overseas Subsidiary Companies (Unquoted)300 - Ammalay Commoditiess JLT, UAE AED 1,000 3,679,669 -

(Previously known as REI Agro Traders JLT)10 - Auckland Holdings Ltd, Mauritius $100 55,267 - 10 - Holy Stars Ltd, Mauritius $100 55,267 - 10 - Orient Agro (M) Ltd, Mauritius $100 55,570 -

3,845,773 - Total Non-Current Investments (A+B+C+D) 1,335,372,705 1,325,026,932 Aggregate Value of Quoted Investments 75,827,282 75,827,282 Market Value of Quoted Investments 427,326,100 1,556,067,230 Aggregate Value of Un-Quoted Investments 1,259,545,423 1,249,199,650

* Diminution in the value of Investments if any, has not been recognised as in the opinion of Management the fall is not permanent in nature.

** During the year ` 65,00,000/- has been paid to make them fully paid up

13) LOANS AND ADVANCES (Unsecured, considered good)

Long Term Short Term

March 31, 2012 March 31, 2011 March 31, 2012 March 31, 2011Advance against Capital Expenditure 4,784,706,429 3,312,219,185 - - Loans to Subsidiary Company - 139,391,000 - Share Application Money to Subsidiary Companies 243,149,473 - Security Deposits 43,679,453 133,892,173 - - Other Advances - - 7,565,110,596 5,081,601,549 Advance Income Tax - - 562,046,926 1,256,081,188 Balance With Govt Deptt. Income Tax Deptt - - 16,224 248,867 Sales Tax Deptt - - - 2,547,923 Service Tax Deptt - - 395,776 - DEPB Receivables - - - 6,429,010 Prepaid expenses - - 255,758,914 47,275,311 Total 4,828,385,882 3,446,111,358 8,765,868,909 6,394,183,848



43

13.1 Notes to Loans and Advances to Related parties

(Amount in `)

As at

March 31, 2012

As at

March 31, 2011

a) Disclosure as per clause 32 of the listing agreement

Loans to 100% Subsidiary company - Ammalay Commoditiess JLT, UAE 139,391,000 -

(Previously known as REI Agro Traders JLT)

Loans given to subsidiary is re-payable on demand including interest.

b) Share Application Money Paid to Wholly owned Subsidiary companies at Mauritius

i) Auckland Holdings Ltd for 1880 shares @ $ 100 each fully paid, Alloted on 18-04-12 9,435,199 -

ii) Orient Agro (M) Ltd for 11770 shares @ $ 100 each fully paid, to be alloted on or

before 30-06-12

60,284,741 -

iii) Holy Stars Ltd for 34610 shares @ $ 100 each fully paid, 23610 alloted on 18-04-12

and balance 11,000 to be alloted on or before 30-06-12

173,429,533 -

243,149,473

14) INVENTORIES

(Valued at lower of cost and net realizable value)

(Amount in `)

As at

March 31, 2012

As at

March 31, 2011

Raw Materials 24,571,581,724 32,984,884,572

Finished Goods 12,751,620,103 2,705,535,159

Stores, Spares and Packing Materials 17,530,605 20,325,153

Total 37,340,732,432 35,710,744,884

15) TRADE RECEIVABLES

(Amount in `)

Non Current Current

March 31, 2012 March 31, 2011 March 31, 2012 March 31, 2011

Unsecured

Debt outstanding for a period exceeding six months

~ Considered Good - - 54,649,339 686,007,636

~ Considered Doubtful 4,717,660 4,717,660 - -

4,717,660 4,717,660 54,649,339 686,007,636

Less: Provision for doubtful Trade Receivables (4,717,660) (4,717,660) - -

- - 54,649,339 686,007,636

Other Receivables

~ Considered Good - - 13,247,713,525 10,504,748,019

Total - - 13,302,362,864 11,190,755,655



44

16) CASH AND BANK BALANCES

(Amount in `)

Current

March 31, 2012 March 31, 2011

Cash and cash equivalents

Cash in hand ( as certifi ed ) 36,186,456 6,263,283

Balances with Schedule Banks:

On Current Accounts 42,443,787 102,551,732

On Unclaimed Dividend Account 4,233,100 4,258,835

Fixed Deposit with Banks [ Including deposit of ` 10 Lacs

(Previous year ` 10 Lacs) with Maturity of More than 12 months ]

140,800,328 101,564,739

Margin money Deposit ( Against Guarantee ) 403,929 2,531,500

187,881,144 210,906,806

Balances with Other Banks *

On current accounts [ ICICI Bank, London ] 17,599,167 15,360,762

Deposits with PICTET & CIE, London 2,505,897,776 3,291,087,874

2,523,496,943 3,306,448,636

Total 2,747,564,543 3,523,618,725

Maximum Balance outstanding

ICICI Bank , London 17,599,167 178,268,783

PICTET & CIE, London 3,291,087,874 4,074,263,635

* The above balances are available for purposes as defi ned under ECB Guidelines issued by RBI

17) OTHER CURRENT ASSETS

(Unsecured, considered good )

Interest Accrued on Fixed Deposits 10,819,997 1,185,599

Interest Accrued on Loans to Subsidiary * 8,294,907 -

Interest Receivable on Advances - 4,670,891

Subsidy Receivable from HAREDA 6,000,000 -

Total 25,114,904 5,856,490

* Represents Interest receivable from Wholly owned Subsidiary Ammalay Commoditiess JLT, UAE (Previously known as REI Agro

Traders JLT)



45

Notes to fi nancial statements for the year ended March 31, 2012

18) REVENUE FROM OPERATIONS

(Amount in `) 2011-12 2010-11

Revenue from operations Sale of Products 42,004,965,394 37,027,657,678 Sale of Energy (Including lease rent) 236,445,015 215,868,114 Sales of Carbon Credit 13,433,942 -

42,254,844,351 37,243,525,792 18.1) Particulars of Sale of Products

a) Rice SegmentRice/Paddy 37,307,993,316 37,009,856,052 Food Grain Items 4,695,032,085 - Scrap 1,939,992 17,801,626

42,004,965,393 37,027,657,678 b) Windmill Segment

Sales of Electricity (WTG) 198,367,035 177,790,145 Lease Rent 38,077,980 38,077,969

236,445,015 215,868,114

18.2) Based On The Guiding Principles In The Accounting Standards On Segment Reporting (As – 17) The Company Is Primarily

In The Business Of Manufacturing Of Rice And Energy Generation From Windfarm. Since The Revenue, Results And Assets

From Windfarm Is Less Than 10% Of These Criterian, Windfarm Energy Has Not Been Considered As Separate Segment. The

Companies Business Activity Falls Within A Single Geographical And Business Segment Rice And Windfarm Energy And It Has No

Other Primary Reportable Segment.

19) OTHER INCOME

(Amount in `) 2011-12 2010-11

Interest onFixed Deposit with Banks 12,419,917 16,326,680 Loans and Advances 8,294,907 - (From Subsidiary Company)

Dividend Income from Long Term Investments 7,385,044 7,267,046 Profi t on Sales of Long Term Investments 15,004,000 Insurance Claim 937,001 49,259 Other Non Operating Income 2,916,564 -

31,953,433 38,646,985

20) COST OF RAW MATERIALS CONSUMED (Indigenious)

(Amount in `) 2011-12 2010-11

Inventory at the beginning of the year 32,984,884,572 27,933,000,464 Add: Purchases 28,638,917,086 24,763,900,007

61,623,801,658 52,696,900,471 Less: Inventory at the end of the year 24,571,581,724 32,984,884,572 Cost of Raw Material Consumed 37,052,219,934 19,712,015,899

Notes:

a) Purchases of Raw Materials consist of Paddy and Rice.

b) The cost of raw materials of consumed shown above is computed on basic value after adjusting excess and shortages,discount

received if any, etc. plus all expenses directly related with the purchase of raw materials.


46

(Amount in `) 2011-12 2010-11

21) PURCHASES OF STOCK IN TRADE

Food Grain Items 4,501,951,681 - Rice / Paddy 960,682,323 6,826,689,752

5,462,634,004 6,826,689,752 22) CHANGES IN INVENTORIES OF FINISHED GOODS

Closing Stock of Finished Goods 12,751,620,103 2,705,535,159 Opening Stock of Finished Goods 2,705,535,159 4,447,686,003

(10,046,084,944) 1,742,150,844 23) EMPLOYEE BENEFITS EXPENSES

Salary and wages 201,009,690 151,968,746 Contribution to provident & other funds 6,346,963 4,968,283 Gratuity 2,892,703 5,284,949 Leave Encashment Expenses 4,766,390 4,487,746 Staff Welfare Expenses 6,045,723 5,329,836 Total 221,061,469 172,039,560

23.1) Notes to Employee Benefi ts Expenses

a) Gratuity and leave encashment expenses includes provision of ` 26,71,655/- for the year ended March 31 ‘2012.

b) Disclosures pursuant to Accounting Standard-15 (Revised) ‘Employees Benefi ts’:

i) Defi ned Contribution Plans

In accordance with the Accounting Standard 15 on employee benefi ts issued by The Institute of Chartered Accountants

of India, the company makes payment of its contribution to Recognized Provident Fund Commissioner (RPFC).

ii) Defi ned Benefi t Plans

In keeping with the company Gratuity scheme (Defi ned Benefi t Plan) eligible employees are entitled to gratuity benefi ts

at one and half month’s eligible salary for each completed year of service on Retirement / Death / Termination. Vesting

occurs upon completion of 5 years of service subject to the payment of Gratuity Act, 1972. The present value of obligation

is determined based on actuarial valuation using the ‘projected unit credit method’. Obligation for the leave encashment

is recognized in the same manner as Gratuity. Following are the further particulars with respect to Gratuity & Leave

Encashment.2011-12 2010-11

Gratuity

(` in lacs)

Leave

Encashment

(` in lacs)

Gratuity

(` in lacs)

Leave

Encashment

(` in lacs) Changes in Defi ned Benefi t ObligationsPresent value of obligation at the beginning of the year 121.99 23.96 70.55 14.98 Service Cost 16.22 4.34 20.01 7.65 Interest Cost 10.75 2.00 7.70 1.56 Actuarial (Gain)/Loss 1.96 41.32 25.13 35.67 Benefi t Paid (4.18) (45.69) (1.40) (35.90)Present Value of obligation at the end of the year 146.74 25.93 121.99 23.96 Change in Plan AssetsPlan Assets at the beginning of the year - - - - Actual return on plan Assets - - - - Contribution by the Company 4.18 45.69 1.40 35.90 Actual Benefi ts paid (4.18) (45.69) (1.40) (35.90)Actuarial (Gain)/ Loss - - - - Plan Asset at the end of year - - - -



47

2011-12 2010-11

Gratuity

(` in lacs)

Leave

Encashment

(` in lacs)

Gratuity

(` in lacs)

Leave

Encashment

(` in lacs)

Present value of the obligation at the end of the year

Reconciliation of the present value of defi ned obligation and

fair value of planned Assets

146.74 25.93 121.99 23.96

Fair value of plan Assets at the end of the year - - - -

Liability / (Asset) recognized in the Balance Sheet 146.74 25.93 121.99 23.96

Expenses Charged to profi t & Loss Account:

Current Service Cost 16.22 4.34 20.01 7.65

Interest Cost 10.75 2.00 7.70 1.56

Expected return on Plan Assets - - - -

Actuarial (Gain ) / Loss 1.96 41.32 25.13 35.67

Total Expenses charged/(to be charged) in Profi t & Loss A/c on

accrual

28.93 47.66 52.84 44.88

Actuarial Assumption

Discount rate Per Annum compound 8% 8% 8% 8%

Rate of Increase in Salary 5% 5% 5% 5%

Rate of Return on Plan Assets 0% 0% 0% 0%

24) FINANCE COSTS

(Amount in `)

2011-12 2010-11

Interest expense* 4,883,093,203 3,224,673,816

Other Borrowing Costs

~ Bank Charges 3,423,968 18,720,654

~ Processing fee and Commitment charges 60,364,186 51,008,070

~ Loss on Foreign Exchange Fluctuation (Net) 174,682,459 9,621,599

Interest on Delay payment of Income Tax/Dividend Tax/TDS 16,476,398 10,045,238

Total 5,138,040,214 3,314,069,377

*Interest Expenses is net of Interest Received on Advances/Deposit ` NIL ( Previous Year 334.94 Lacs)

25) DEPRECIATION AND AMORTIOSATION EXPENSES

2011-12 2010-11

Depreciation of Tangible Assets 386,668,465 221,211,231

Amortization of intangible assets 1,208,452 6,622

387,876,917 221,217,853



48

26) OTHER EXPENSES

(Amount in `)

2011-12 2010-11

Stores, Spares & Packing Material Consumed (100% indigneous) 240,329,173 313,080,236

Power & Fuel 113,774,334 77,963,493

Security Charges 16,900,361 13,947,700

Hire Charges 3,235,211 1,967,754

Repairs & Maintenance

~ Plant & Machinery 12,957,062 5,988,077

~ Buildings 4,429,327 1,755,929

~ Windfarms 49,974,641 40,633,050

~ others 1,771,389 1,187,970

Rent 122,610,089 26,557,736

Rates & Taxes 20,599,053 38,183,213

Key Man Insurance 1,211,306 1,211,306

Insurance 15,389,526 20,669,236

ECGC Premium 7,712,705 10,372,951

Postage & Telephone 4,053,623 4,658,225

Auditors' Remuneration 2,466,667 3,089,961

Commission to a Director 25,000,000 -

Directors' Sitting Fees 220,000 220,000

Filing Fees 15,000 22,998

Travelling & Conveyance 19,120,401 25,068,336

Miscellaneous Expenses 101,234,622 180,698,860

Bad Debts Written off 106,534,737 -

Carriage Outward and Clearing Charges, etc 293,191,145 248,617,222

Advertisement 6,737,249 2,823,772

Brokerage & Selling Expenses 42,020,011 6,585,835

Purchase /Sales Tax 3,577,473 42,344,926

Loss on sale of Fixed Assets 24,658,162 4,142,801

1,239,723,267 1,071,791,587

26.1) Auditors Remuneration Includes

(Amount in `)

2011-12 2010-11

Audit fee 1,300,000 1,300,000

Tax Audit Fees 200,000 200,000

For Certifi cation, Right (QIP/ FCCB) issue 500,000 1,050,000

For Service tax 206,000 262,650

For Re-imbursement of Expenses 260,667 277,311

2,466,667 3,089,961



49

27) A) EARNING PER SHARE ( EPS )

(Amount in `)

As at

31st Mar 12

As at

31st Mar 11

Profi t After Tax 2,262,300,246 2,824,546,936

Less: Preference Dividend Holders Right

Preference Dividend @ 4% on 40 cr (16,000,000) (16,000,000)

Tax on Preference Dividend @ 16.2225% (2,595,600) (2,595,600)

Profi t for Equity Shareholders 2,243,704,646 2,805,951,336

Weighted No of Equity Shares 957,984,954 804,672,891

Effective No of Equity shares on Conversion of $ 104650000 FCCB

[ 104650000 x 47.02 / 46.7 ] 105,367,088 105,367,088

Grand Total Weighted No of Equity Shares 1,063,352,042 910,039,979

Basic EPS 2.34 3.49

Diluted EPS 2.11 3.08

B) Contingent Liabilities and Commitments (to the extend not provided for)

(` in Lacs)

As at

31st Mar 12

As at

31st Mar 11

Contingent Liabilities

i) Outstanding Guarantees and counter guarantees to IndusInd Bank in respect of guarantees

given by the Bank in favour of Govt Authorities and Others (Deposit held ` 70 Lacs)

570 78

ii) The company has given Corporate Guarantee as Holding Co. to the banks for its subsidiary

companies against which outstanding as on 31.03.2012

5,932 -

Commitments

Estimated amounts of unexecuted capital contracts 8,022 3,476

( Net of Advances and Deposit )

28) Operating Lease

The Company has given on Operating Lease 17 Wind Turbine Generator (WTG) having capacity of 10.2 MW situated at Kutch,

Gujarat. Disclosures required as per Accounting Standards-19 issued by the ICAI are given below:

As at

31st Mar 12

As at

31st Mar 11

i) Gross Block of Fixed Assets

a) Free hold Land 10,200,000

b) Cost of 17 WTG ( Including Interest, etc) 522,433,161 532,633,161 532,633,161

131,734,838 104,150,367

ii) Accumulated Depreciation

iii) Future Lease Rent Receivables

a) Not later than one year 42,000,000 42,000,000

b) Later than one year and not later than fi ve year 168,000,000 168,000,000

c) Later than fi ve year - 42,000,000



50

29) Related Party Disclosure

In accordance with Accounting Standard 18 on Related Party Disclosure issued by the Institute of Chartered Accountants of India,

the company has complied with the required information as per details given below:

A) List of Related Parties

i) Key Management Personnel

a) Mr. Sanjay Jhunjhunwala (Chairman)

b) Mr. Sandip Jhunjhunwala (Managing Director)

ii) Name of Companies, where control exist (either individually or with others)

a) Aspective Vanijya Pvt. Ltd.

b) Jagadhatri Tracon Pvt. Ltd.

c) REI Steel & Timber Pvt. Ltd.

d) Snehapusph Barter Pvt. Ltd.

e) Subh Chintak Vancom Pvt. Ltd.

f) Shree Krishna Gyanodaya Flour Mills Pvt. Ltd.

g) Dr. ING N.K. Gupta Technical Consultants (P) Ltd.

iii) Director's Relatives

a) Mr. Kailash Chandra Jhunjhunwala

b) Mrs. Koushalya Devi Jhunjhunwala

c) Mrs. Sangita Jhunjhunwala

d) Mrs. Suruchi Jhunjhunwala

e) Mr. Akshay Jhunjhunwala

f) Mr. Ambuj Jhunjhunwala

g) Mr. Arnav Jhunjhunwala

h) Mr. Shreyans Jhunjhunwala

iv) Wholly owned Subsidiary Companies

a) Ammalay Commoditiess JLT, UAE

b) Auckland Holdings Ltd, Mauritius

c) Holy Stars Ltd, Mauritius

d) Orient Agro (M) Ltd, Mauritius

v) Associates Companies

a) REI Six Ten Retail Limited

b) Varrsana Ispat Limited

B) Transaction with Related Parties

Sl

No

Transactions Control

Exists

Key Management

Personnel (KMP)

Relative of

KMP

Subsidiary

1 Dividend Paid 87,906,681 3,062,304 430,740 - ~ on Equity Shares (104,823,913) (4,593,456) (646,110) -

2 Interest Receivables - - - 8,294,907 ~ Ammalay Commoditiess JLT, UAE - - - ( NIL ) (Previously known as REI Agro TradersJLT)

3 Managerial Remuneration - 50,377,340 - - - (23,844,916) - -

4 Sale of Rice~ REI Six Ten Retail Ltd 3,192,807,282 - - -

(3,697,424,732) - - -



51

Sl

No


Exists

Key Management

Personnel (KMP)

Relative of

KMP

Subsidiary

5 Trade Receivables~ REI Six Ten Retail Ltd 1,525,977,994 - - -

(3,246,287,108) - - - 6 Investment in Shares

~ REI Six Ten Retail Ltd 70,000,000 - - - (70,000,000) - - -

~ Varrsana Ispat Ltd 1,245,699,650 - - - (1,245,699,650) - - -

~ Ammalay Commoditiess JLT, UAE - - - 3,679,669 (Previously known as REI Agro Traders JLT) - - - ( NIL )~ Auckland Holdings Ltd, Mauritius - - - 55,267

- - - ( NIL )~ Holy Stars Ltd, Mauritius - - - 55,267

- - - ( NIL )~ Orient Agro (M) Ltd, Mauritius - - - 55,570

- - - ( NIL )7 Share Application Money Paid

~ Auckland Holdings Ltd, Mauritius 9,435,199( NIL )

~ Holy Stars Ltd, Mauritius 173,429,533( NIL )

~ Orient Agro (M) Ltd, Mauritius 60,284,741( NIL )

8 Loans Given~ Ammalay Commoditiess JLT, UAE - - - 139,391,000 ( Previously known as REI Agro Traders JLT) - - - ( NIL )

9 Professional Fee Paid ~ Dr. ING N.K. Gupta Technical Consultants

(P) Ltd.

3,309,000 - - -

(2,206,000) - - -

30) DETAILS OF FOREIGN CURRENCY TRANSACTIONS

(Amount in `) 2011-12 2010-11

30.1) FOB value of Finished Goods Export 2,243,144,208 4,185,440,239 30.2) CIF Value for Capital Goods Import 13,731,241 449,292,782

Expenditure in Foreign Currency Foreign Traveling 8,646,411 16,266,928 Registration Fees 234,787 482,288 Interest Payment On FCCB 324,018,002 297,553,870 On ECB 3,083,726 4,230,884 Rating Charges 6,966,261 - Listing Fees 696,768 1,316,220 Sale Promotion Expenses 618,129 1,104,565 Right Issue Expenses - 8,326,257



52

2011-12 2010-11

30.3) Amounts remitted on a/c of Didivend to FII/Non-Resident Shareholders

On Equity Shares 2,122,560 2,122,560

On Preference Shares 16,000,000 16,000,000

30.4) No of Non-Resident Share holders

On Equity Shares 4 4

On Preference Shares 4 4

30.5) No of shares held by Non-Resident Share holders

On Equity Shares 7,075,200 7,075,200


31) The year end foreign currency exposures that have not been hedged by a derivative instruments or otherwise is given

below:

2011-12

Receivables/ (Payable)

2010-11

Receivables/ (Payable)

(in `) (in $ ) (in `) (in $ )

On PCFC Facilities (3,418,769,783) (66,829,626) 183,556,302 (4,111,003)

FCCB ( Net of Deposit abroad ) (2,830,030,782) (55,321,040) 1,366,173,864 (30,597,399)

External Commercial Borrowings (88,672,271) (1,733,353) (154,788,416) (3,466,706)

Trade Receivable ( For Export ) 1,094,256,146 21,390,364 935,733,702 20,957,082

32) Previous year’s fi gures have been regrouped/re-arranged wherever considered necessary

33) Figures in brackets in Notes denote previous year’s fi gure







Partner



Place : Kolkata




53

TO THE MEMBERS OF

REI AGRO LIMITED

1. We have audited the attached Consolidated Balance Sheet

of REI AGRO LIMITED (THE Holding Company) and

its subsidiaries (collectively referred to as “the Group”) as at

31st March, 2012 and Consolidated Profi t & Loss Account

and Consolidated Cash Flow Statement for the period

ended on that date annexed thereto. These Consolidated

Financial Statements are the responsibility of the Company’s

management. Our responsibility is to express an opinion on

these Financial Statements based on our audit.

2. We conducted our audit in accordance with the Auditing

Standards generally accepted in India. Those Standards require

that we plan and perform the audit to obtain reasonable

assurance about whether the fi nancial statements are free of

material misstatement. An audit includes examining on test

basis evidence supporting the amounts and disclosures in

the fi nancial statements. An audit also includes assessing the

accounting principles used and signifi cant estimates made by

the management, as well as evaluating the overall fi nancial

statement presentation. We believe that our audit and the

report of other auditors provide a reasonable basis for our

opinion.

3. Financial Statements of an associate in which the share of

profi t of the Group is ` 7.58 lacs has been audited by us.

4. We did not audit the fi nancial statement of one subsidiary

company whose fi nancial statements refl ect total assets of

` 25,379.69 lacs as at 31st March, 2012, total revenue of `

1,03,812.14 lacs and net cash fl ows of ` 2,388.28 lacs for the

period ended on that date. The fi nancial statement of the

subsidiary was audited by other auditor, for the purpose of

consolidation, whose report has been furnished to us, and in

our opinion, in so far as it relates to the amounts included in

respect of this subsidiary, is based solely on the report of the

other auditors.

5. We have relied on the unaudited fi nancial statements of

certain subsidiaries whose fi nancial statements refl ect total

assets of ̀ 16,598.77 lacs as at 31st March, 2012, total revenue

of ` 11,879.53 lacs, cash fl ow amounting to ` 4,097.87 lacs

for the period then ended and on the unaudited fi nancial

statements of an associate in which the share of profi t of the

Group is ` 231.17 lacs. These unaudited fi nancial statements

as approved by the respective Board of Directors of these

companies have been furnished to us by the Management

and our report in so far as it relates to the amounts included

in respect of the subsidiaries and associate is based solely on

such approved unaudited fi nancial statements.

6. We report that :

a) The Consolidated Financial Statements have been

prepared by the Company in accordance with

the requirements of Accounting Standard (AS)-

21 on “Consolidated Financial Statements”, AS-

23, “Accounting for Investments in Associates in

Consolidated Financial Statements”, as notifi ed by the

Companies (Accounting Standards) Rules, 2006 and,

b) In our opinion, based on our audit and the report of

other auditor on separate fi nancial statements, the

Consolidated Financial Statements referred to above

give a true and fair view as at 31st March, 2012 and of

the results of their operations for the period/year then

ended in conformity with generally accepted accounting

principles in India :

1) in the case of the Consolidated Balance Sheet, of

the consolidated state of affairs as at 31st March,

2012;

2) in the case of Consolidated Statement of Profi t

and Loss Account, of the consolidated results of

operations for the period/year ended on that date,

and

3) in the case of the Consolidated Cash Flow

Statement, of the cash fl ows for the year ended on

that date.

For P.K.LILHA & CO.



(CA. P.K. LILHA)

Partner

M. No. 011092

Place : Kolkata

Date : 30.05.2012

AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS


54

Consolidated BALANCE SHEET AS AT 31ST MARCH, 2012 (Amount in `)

Notes As at

March 31, 2012

As at

March 31, 2011 I. EQUITY AND LIABILITIESShareholders' FundsShare Capital 3 1,357,984,954 1,357,984,954 Reserves and Surplus 4 26,014,614,421 22,253,847,717 Sub Total - Shareholders Fund 27,372,599,375 23,611,832,671 Non-current liabilitiesLong Term Borrowings 5 13,919,096,395 7,915,813,270 Deferred Tax Liabilities (net) 6 1,128,166,697 799,852,527 Long Term Provisions 7 16,573,145 14,168,810 Sub Total - Non-current Liabilities 15,063,836,237 8,729,834,607 Current liabilitiesShort Term Borrowings 8 34,077,727,785 30,115,964,766 Trade Payables 9 7,155,345,232 3,061,004,460 Other Current Liabilities 10 1,860,416,743 844,685,960 Short Term Provisions 7 1,140,993,908 1,639,208,888 Sub Total - Current Liabilities 44,234,483,668 35,660,864,074 TOTAL - EQUITY AND LIABILITIES 86,670,919,280 68,002,531,352 II. ASSETSNon current assetsFixed assets 11 Tangible assets 12,605,758,537 4,062,327,215 Intangible assets 2,410,646 3,619,098 Capital work-in-progress 1,154,504,056 2,340,287,147 Non-current investments 12 2,091,390,473 1,325,026,932 Long term loans and advances 13 4,828,385,882 3,446,111,358 Sub Total - Non Current Assets 20,682,449,594 11,177,371,750 Current assetsInventories 14 37,340,732,432 35,710,744,884 Trade receivables 15 16,818,869,805 11,190,755,655 Cash and cash equivalents 16 3,396,180,658 3,523,618,725 Short term loans and advances 13 8,415,692,359 6,394,183,848 Other current assets 17 16,994,432 5,856,490 Sub Total - Current Assets 65,988,469,686 56,825,159,602 TOTAL - ASSETS 86,670,919,280 68,002,531,352 Signifi cant accounting policies 2Notes on Financial Statements 3 to 33 -




[Firm Registration No.: 307008E] Sandip Jhunjhunwala K. D. Ghosh

Managing Director Director

CA. P. K. Lilha

Partner



Place : Kolkata



55

(Amount in `)Notes For the year ended For the year ended

31.03.2012 31.03.2011

INCOME

Revenue from operations 18 53,824,011,164 37,243,525,792

Other Income 19 23,827,927 38,646,985

Total Revenue (I) 53,847,839,091 37,282,172,777

EXPENSES

Cost of Raw Materials Consumed 20 37,052,219,935 19,712,015,899

Purchases of Stock In Trade 21 15,318,685,181 6,826,689,752

(Increase)/decrease in inventories of Finished Goods 22 (10,046,084,944) 1,742,150,844

Employee benefi ts expenses 23 221,101,472 172,039,560

Finance costs 24 5,147,795,592 3,314,069,377

Depreciation & Amortization expenses 25 387,892,896 221,217,853

Other expenses 26 1,307,901,641 1,071,791,587

Total Expenses (II) 49,389,511,773 33,059,974,872

Profi t Before Tax ( I - II) 4,458,327,318 4,222,197,905

Tax expenses

Current tax 565,007,231 1,397,507,749

Prior Period Tax Payment 4,019,446 143,220

Total Tax Expenses 569,026,677 1,397,650,969

Profi t for the year after tax 3,889,300,641 2,824,546,936

Share of Profi t /(Loss) of Associate Companies 90,004,384 -

Profi t Transfer to Reserve & Surplus 3,979,305,025 2,824,546,936

Earnings per equity share (nominal value) Re. 1/- each) 27A

Basic 4.13 3.49

Diluted 3.72 3.08

Signifi cant accounting policies 2

Notes on Financial Statements 3 to 33






CA. P. K. Lilha

Partner



Place : Kolkata


Consolidated PROFIT & LOSS ACCOUNT FOR YEAR ENDED 31ST MARCH, 2012


56

(Amount in `)

2011-2012 2010-2011

A) CASHFLOW FROM OPERATING ACTIVITIES

Net Profi t Before Tax as per Profi t and Loss account 4,458,327,318 4,222,197,905

Adjusted for:

Depreciation / Amortization 387,892,896 221,217,853

Finance Costs 5,147,795,592 3,314,069,377

Dividend Income (7,385,044) (7,267,046)

Interest Received (12,589,318) (16,326,680)

Loss on Sale/Discard of Fixed Assets (Net) 24,658,162 4,142,801

5,540,372,288 3,515,836,305

Effect of Foreign Currency Translation 48,205,433 -

Operating Profi t before changes in working capital 10,046,905,039 7,738,034,210

Adjusted for:

Decrease/ (increase) in Inventories (1,629,987,548) (3,309,818,450)

Decrease/ (increase) in Trade Receiveables (5,628,114,150) (2,830,302,961)

Decrease/ (increase) in Loans & Advances (2,627,609,624) (728,940,296)

Decrease/ (increase) in Other Current Assets (11,137,942) 33,046,614

Increase/(Decrease) in Trade Payables 4,094,340,772 2,605,928,783

Increase/(Decrease) in Other Liabilities and Provisions 927,407,515 (70,193,752)

(4,875,100,977) (4,300,280,062)

Cash Generated from operations 5,171,804,062 3,437,754,148

Direct Taxes paid (705,213,364) (1,282,917,709)

Share of Profi t/(Loss) of Associate Companies 90,004,384

Net Cash from/(used in) Operating Activities ( A ) 4,556,595,082 2,154,836,439

B) CASH FLOW FROM INVESTMENT ACTIVITIES

Purchase of Fixed Assets (8,968,375,362) (969,177,533)

Capital Work in Progress 1,185,783,091 (1,485,162,462)

Advances for Capital Expenditure (1,472,487,244) (3,071,602,030)

Investments in Mutual Funds (6,500,000) (217,099,650)

Changes in Value of Investment of Associates on Consolidation (759,863,541)

Capital Reserve on stake in Associate Companies 669,859,157

Subsidy Received on Fixed Assets 11,000,000 -

Proceeds from sale of Fixed Assets 2,601,434 6,980,546

Dividend Received 7,385,044 7,267,046

Interest Received 12,589,318 16,326,680

Net Cash from/(used in) Investing Activities ( B ) (9,318,008,103) (5,712,467,403)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2012


57

(Amount in `)

2011-2012 2010-2011

C) CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Issue of Right Equity Shares (Net of Expenses) - 12,245,040,968

Proceeds from/(Repayment) of Long Term Borrowings :-

~ Issueof Non Convertible Redemable Debenture (Net of Expenses ) 3,402,003,892 953,875,975

~ Repayment of Term Loans (223,849,399) (255,057,236)

~ Proceeds from Corporate Loans 2,202,222,222 (345,800,000)

~ Forex Loss on FCCB Outstanding 680,905,225 -

Proceeds from Unsecured Loans (Net of Expenses) - (4,020,278,500)

Proceeds from/(Repayments) of Short Term Borrowings 3,961,763,019 (2,457,058,259)

Finance Costs (5,147,795,592) (3,314,069,377)

Dividend & Dividend Tax Paid (241,274,413) (353,785,684)

Net Cash from/(used in) Financing Activities ( C ) 4,633,974,954 2,452,867,887

NET INCREASE/(DECREASE) IN CASH (A+B+C) (127,438,067) (1,104,763,077)

CASH AND CASH EQUIVALENTS(OPENING BALANCE) 3,523,618,725 4,628,381,803

CASH AND CASH EQUIVALENTS(CLOSING BALANCE) 3,396,180,658 3,523,618,725

Notes:

1) The above Cash Flow Statement has been prepared using the Indirect Method set out in Accounting Standard (AS - 3) on Cash Flow

Statements Issued by The Institute of Chartered Accountants of India 2) Cash and Cash Equivalents includes :-

a) Current a/c balances of ` 42,33,100 represented by unpaid dividend

b) Fixed Deposit with Bank ` 1,55,50,000/- are pledged with Banks against Letter of Guarantee, etc

c) Margin Money deposit of ` 4,03,929 are pledged with Banks against Guarantee issued by them

d) Balances with other Banks, ICICI Bank (London Br.) and PICTET & CIE, London are lying abroad for purposes as defi ned

under ECB guidelines issued by RBI 3) Figures in Bracket indicate Cash outfl ows. 4) Previous Year’s fi gures have been reclassifi ed and re stated, wherever required to confi rm with current period’s presentation.






CA. P. K. Lilha

Partner



Place : Kolkata



58

The consolidated fi nancial statements comprise the fi nancial statements of REI Agro Ltd (hereinafter referred as the Holding Co.) and its

Subsidiary and Associates (hereinafter referred to as The Group).

The list of Subsidiaries and Associates Companies considered for consolidation together with the proportion of shareholding held by the

group is as follows :-

i) Subsidiaries:Sr

No

Name of the subsidiary Country of

Incorporation

%age of

Share Holding

1 Ammalay Commoditiess JLT (Previously Known as REI Agro Traders JLT) U.A.E 100% (Since Incorp)2 Holy Stars Ltd Mauritius 100% (Since Incorp)3 Auckland Holdings Ltd Mauritius 100% (Since Incorp)4 Orient Agro (M) Ltd Mauritius 100% (Since Incorp)

ii) AssociatesSr

No

Name of the Associate Country of Incorporation %age of Share Holding

1 REI Six Ten Retail Ltd India 23.79%2 Varrsana Ispat Ltd India 23.99%

A. PRINCIPLES OF CONSOLIDATION

1) The fi nancial Statements have been prepared to comply in all material respect with the mandatory notifi ed Accounting Standards

by the Companies Accounting Standard Rules 2006 (as Amended) and the relevant provision of the Companies Act 1956. The

fi nancial statements have been prepared under the historical cost convention on accrual basis. These are the fi rst consolidation

and the accounting policies used in the current year will be consistently followed.

2) The consolidated fi nancial statement of the group have been prepared on line by line basis by adding together the book values

of subsidiary companies’ like items of Assets, Liabilities, Income & Expenses, after eliminating Intra Group Balances & the

unrealized Profi t /Losses in intra Group transactions if any.

3) The fi nancial statements of each of the Subsidiaries and Associates drawn upto the same reporting date i.e. at the year ended

31st March, 2012 have been used for the purpose of consolidation.

4) Translation of fi nancial statements of foreign subsidiaries for incorporation in consolidated fi nancial statements has been done

by using the following exchange rates:

a) Assets & Liabilities have been translated using the rates prevailing on the date of balance sheet.

b) Income & Expenditure items have been translated by using the average rate of exchange.

c) Exchange difference arising on translation of fi nancial statements has specifi ed above is recognized in the Foreign

Currency Translation Reserve

5) Investment in associate Companies have been accounted under the Equity Methods as per AS 23: – “Accounting For Investment

In Associates in Consolidated Financial Statements”

6) The Company accounts for its share in change in net assets of the associates, post acquition after eliminating unrealized profi t

and losses resulting from transactions between the Co. and its Associates to the extent of its share, through its statement of

profi t and loss to the extent such change is attributable to the associate’s profi t or loss through its reserves for the balance, based

on available information.

7) The difference between the cost of investment in the associates and the share of net assets at the time of acquitions of shares

in the associates is identifi ed as Goodwill or Capital Reserve as the case may be.

8) As far as possible the consolidated fi nancial statements are prepared using uniform accounting policies for like transactions and

other events in similar circumstances and are presented in the same manner as the companies separate fi nancial statements.

B) Investment other than in subsidiaries and Associates have been accounted as per accounting standards (AS 13 on “Accounting For

Investments”)

C) Other signifi cant Accounting Policies :

These are set out under “Signifi cant Accounting Policies” as given in the companies separate fi nancial statements.

SIGNIFICANT ACCOUNTING POLICIES ON CONSOLIDATED ACCOUNTS


59

Notes to Consolidated Financial Statements as at March 31, 2012

(Amount in `) As At

March 31, 2012

As At

March 31, 2011

3) SHARE CAPITAL Authorised Shares Capital

1,600,000,000 Equity shares of ` 1/- each 1,600,000,000 1,600,000,000

(1,600,000,000) 4,000,000 Preference shares of ` 100/- each 400,000,000 400,000,000

(4,000,000) 2,000,000,000 2,000,000,000

Issued, Subscribed and paid-up 957,984,954 Equity shares of ` 1/- each fully paid up 957,984,954 957,984,954

(957,984,954) 4,000,000 4% Non Convertible Redeemable Preference shares of ` 100/- each

(4,000,000) fully paid up 400,000,000 400,000,000 Total 1,357,984,954 1,357,984,954

A) Notes to Equity Share Capital3.1 29,945,550

(29,945,550)

Equity Shares of Re. 1/- each issued through QIP in FY 2009-10

3.2 352,398

(352,398)

Equity shares of Re. 1/- each issued against conversion of 350 FCCB of USD ($) 1,000/- each in FY 2010-11

3.3 638,656,636

(638,656,636)

Equity shares issued as right shares of Re. 1/- each during the FY 2010-11

3.4 16,004,900

(27,126,300)

Equity Shares of Re. 1/- each representing 8,00,245 ( 13,56,315) Global Depository Receipt in the ratio of 20

Equity Shares for each GDR

B) Reconciliation of no of shares is setout below 1 EQUITY SHARE CAPITAL

2011-12 2010-11 No of Shares ` No of Shares `

At the beginning of the year 957,984,954 957,984,954 319,328,318 319,328,318 Add: Increased by Right Issue - - 638,656,636 638,656,636 Outstanding at the end of the year 957,984,954 957,984,954 957,984,954 957,984,954

2 4% Preference Shares 2011-12 2010-11

No of Shares ` No of Shares ` At the beginning of the year 4,000,000 400,000,000 4,000,000 400,000,000 Outstanding at the end of the year 4,000,000 400,000,000 4,000,000 400,000,000

C) Details of shareholders holding more than 5% shares Name of Shareholders As at March 31, 2012 As at March 31, 2011

No. of shares % holding No. of shares % holding Aspective Vanijya Private Limited 128,595,663 13.42% 119,365,663 12.46%Shree Krishna Gyanodaya Flour Mills Pvt Ltd 126,858,763 13.24% 88,219,706 9.21%Snehapushp Barter Pvt Ltd 65,336,400 6.82% 65,336,400 6.82%Subhchintak Vancom Pvt Lld 54,774,000 5.72% 54,774,000 5.72%REI Steel & Timber Pvt Ltd 51,934,680 5.42% 51,934,680 5.42%Wellington Management Co LLP A/c Bay Pond BMD MB 78,881,617 8.23% 78,377,514 8.18%

As per records of the company, including its register of shareholders/ members and other declarations received from shareholders

regarding benefi cial interest, the above shareholding represents both legal and benefi cial ownerships of shares.


60

D) Notes to Preference Share Capital

4% Non Convertible Redemmable Preference shares allotted on 30.06.2003 were redeemable at par at any time after a period of 12

years from the date of their allotment. Since then the redemption period has been extended to 30.06.2022 in the Annual General

Meeting held on 27.09.2010.

(Amount in `) As at

March 31, 2012

As at

March 31, 2011 4) RESERVE AND SURPLUSA) Capital Reserve on Consolidation

Balance as per the last fi nancial statements - - Add: Subscription in Associates 669,859,157

T O T A L ( A ) 669,859,157 - B ) Securities Premium Account

Balance as per the last fi nancial statements 15,162,546,807 3,527,717,962 Add: On issue of Right Shares - 11,815,147,766 Less: Debenture Issue Expenses (32,996,108) (36,124,025)Less: Right Issue Expenses (208,763,434)Less: Deferred Tax Assets/(Liabilities) (Net) (328,314,171) 64,568,538

T O T A L ( B ) 14,801,236,528 15,162,546,807 C) Debenture Redemption Reserve

Balance as per the last fi nancial statements 153,000,000 23,000,000 Add: Amount of Reserve Created during the Year 175,000,000 130,000,000

T O T A L ( C ) 328,000,000 153,000,000 D) General Reserve

Balance as per the last fi nancial statements 6,100,000,000 4,700,000,000 Add: Amount of Reserve Created during the Year 1,400,000,000 1,400,000,000

T O T A L ( D ) 7,500,000,000 6,100,000,000 E) FOREIGN CURRENCY TRANSALATION RESERVE 48,205,433.00 - F) Surplus in the statement of profi t and loss

Balance as per last fi nancial statements 838,300,910 45,375,237 Profi t for the year 3,979,305,025 2,824,546,936 Less: AppropriationsTransfer to General Reserve (1,400,000,000) (1,400,000,000)Transfer to Debenture Redemption Reserve (175,000,000) (130,000,000)Short Provision for Dividend and Dividend Tax - (148,637,422)Interim Dividend on Equity Shares - (95,798,495)Dividend Tax on Interim Dividend - (15,910,933)Proposed Dividend (494,992,477) (207,596,991)Dividend Tax on Proposed Dividend (80,300,155) (33,677,422)

Total (2,150,292,632) (2,031,621,263)T O T A L ( F ) 2,667,313,303 838,300,910

Total ( A + B + C + D+E+F ) 26,014,614,421 22,253,847,717

Notes

4.1) During the previous year Securities Premium amounting to ` 1,18,151 Lacs increased on account of issue of 63,86,56,636 Equity

Shares on Right basis at a premium of ` 18.50 per share.

4.2) The Hon’ble Kolkata High Court vide its order has allowed the company to utilize the Securities Premium Account towards

meeting Deferred Tax Liability computed as per the Accounting Standard (AS-22) “ Accounting of Taxes on Income” prescribed

by The Institute of Chartered Accountants of India. Accordingly the Securities Premium Account has decreased by adjustment

of Net Deferred Tax Liabilities of `32,83,14,171/- for the year (Previous Year ` 6,45,68,538/-).



61


(Amount in `) NON CURRENT CURRENT (Refer Note 10)

As at

March 31,2012

As at

March 31,2011

As at

March 31,2012

As at

March 31,2011 5) LONG TERM BORROWINGS

SecuredA) Non Convertible Debentures 5,825,000,000 2,390,000,000 - - B) Term Loans B.1) From Banks Allahabad Bank - - - 1,710,000 External Commercial Borrowing (ICICI Bank, London) - 86,962,270 88,672,270 67,826,146 ICICI Bank 2,574,616 - 392,131 - B.2) From Others Infrastructure Development Finance Company

Limited

287,277,500 407,027,500 119,750,000 94,950,000

Indian Renewal Energy Developments Agency

[IREDA]

145,161,000 209,201,000 64,040,000 64,040,000

Total Term Loans 435,013,116 703,190,770 272,854,401 228,526,146 C) Corporate Loans C.1) From Banks~ State Bank of India (Formerly State Bank of Indore ) - 150,000,000 150,000,000 150,000,000 ~ ICICI Bank ( Formerly bank of Rajasthan ) - - - 120,000,000 ~ The Jammu & Kashmir Bank Limited 1,500,000,000 - ~ Dhanlaxmi Bank Limited 305,555,554 166,666,668 ~ Lakshmi Vilas Bank Limited 500,000,000 - - - Total Corporate Loans 2,305,555,554 150,000,000 316,666,668 270,000,000 Total Secured Loans 8,565,568,670 3,243,190,770 589,521,069 498,526,146 UnsecuredA) Foreign Currency Convertible Bonds 5,353,527,725 4,672,622,500 - - Total 13,919,096,395 7,915,813,270 589,521,069 498,526,146

5.1 Notes to Non Convertible Debentures

A) Further issue of Debentures: During the year company has issued 935 Secured NCDs @ ` 10 lacs each divided into 10

‘Separately Transferable Redemable Principle Part’ (STRPP) of ` 1 lacs each and 2500 Secured NCDs @ ` 10 lacs each.

B) Security Coverage :-

a) 11.75% Non-Convertible Debenture:- ` 140 Crores Secured by way of mortagage / charge on the immovable property



b) 11.75% Non-Convertible Debenture:- ` 99 Crores Secured by way of mortagage / charge on the immovable property



c) 13.00% Non-Convertible Debenture:- ` 93.50 Crores Secured by way of mortagage / charge on the immovable property



d) 12.00% Non-Convertible Debenture:- ` 250 Crores Secured by way of mortagage / charge on the immovable property




62

C) Maturity Profi le and rate of interest are set out as follows :- (Amount in `) Rate of Interest Debenture

Amounts

2013-14 2014-15 2015-16 2016-17

11.75% 1,400,000,000 560,000,000 840,000,000 - - 11.75% 990,000,000 198,000,000 495,000,000 297,000,000 - 13.00% 935,000,000 - 187,000,000 467,500,000 280,500,000 12.00% 2,500,000,000 - 820,000,000 840,000,000 840,000,000

5,825,000,000 758,000,000 2,342,000,000 1,604,500,000 1,120,500,000 5.2 Notes on Term Loans

a) Outstanding amount of loans ̀ 20.92 cr ( ̀ 27.32 cr) to Indian Renewal Enegry and Development Agency (IREDA) is guranteed by promoters of the company

b) Security Coverage: b.1) Allahabad Bank Secured by creation of fi rst charge on 1 WTG (Suzlon Make) at Jaislamer,Rajasthan and Sundry Debtors

thereon b.2) External Commercial Borrowing (ICICI bank, London) Secured by creation of fi rst charge on 17 WTGs (RRB Make) at

Surajbari, Gujarat and with Sundry Debtors thereon.b.3) Vehicle Loan from ICICI Bank has been secured by hypothcation of Vehicle. b.4) Infrastructure Development Finance Company Ltd Secured by creation of fi rst charge on 6 WTG’s( VESTAS Make) at

Dhule, Maharashtra and 12 WTGs (RRB Make) at Tirunelveli, Tamilnadu and Sundry Debtors thereonb.5) Indian Renewal Energy Development Agency : Secured by fi rst charge on 5 WTGs at Jaislamer , Rajasthan and 10 WTGs

(Suzlon Make) at Dhule, Maharashtra and Sundry Debtors thereon together with personal guarantee of some of the directors

5.3 Notes on Corporate Loans Security Coverage:

a) State Bank of India ( Formerly State Bank of Indore ) secured by fi rst Pari-Passu charge on the fi xed assets of the Rice Division of the Company and second Pari-Passu charge on the Current Assets of the Rice Division of The Company.

b) ICICI Bank ( Formerly Bank of Rajasthan) secured by fi rst Pari-Passu charge on the fi xed assets of the Rice Division of the Company and second Pari-Passu charge on the Current Assets of the Rice Division of The Company and additional security of the company’s share by promoters.

c) Jammu and Kashmir Bank secured by residual charge on the companies total assets present and future with minimum coverage 1.25 times.

d) Dhanlaxmi Bank secured by fi rst Pari-Passu charge on entire fi xed assets of the Rice Division of the Company and Subservient charge over the entire assets of the Rice Division of the company with minimum assets coverage of 1.25 .

e) Lakshmi Vilas Bank secured by fi rst Pari-Passu charge on the fi xed assets of the Rice Division of the Company and Subservient charge over the current assets of the Rice Division of the company both present and future with minimum assets coverage 1.25 times.

5.4 Maturity Profi le of Secured and Unsecured Loans

(Amount in `) Term Loans 2013-14 2014-15 2015-16 2016-17 Secured Loans ~ ICICI Bank 438,426 490,182 548,054 1,097,954 ~ Infrastructure Development Finance Company Limited 119,750,000 119,750,000 47,777,500 - ~ Indian Renewal Energy Development Agency 64,040,000 64,040,000 17,081,000 - Corporate Loans ~ The Jammu & Kashmir Bank Limited 125,000,000 500,000,000 500,000,000 375,000,000 ~ Dhanlaxmi Bank Limited 166,666,668 138,888,886 - - ~ Lakshmi Vilas Bank Limited 250,000,000 250,000,000 - -

725,895,094 1,073,169,068 565,406,554 376,097,954 Unsecured Loans Foreign Currency Convertible Bonds - 5,353,527,725 - - Grand Total 725,895,094 6,426,696,793 565,406,554 376,097,954



63

5.5 5.5% Unsecured Foreign Currency Convertible Bonds

The Company issued on 13.11.2009, 5.5% 105000 Foreign Currency Convertible Bonds (FCCB) of US $ 1000 each aggregating US

$105 million [` 493.71 Crores] at par. The bonds are redeemable on 13th November, 2014 unless previously converted; these bonds

are convertible into equity shares at an initial conversion price of ` 46.70 per equity share with existing fi xed rate of exchange on

conversion @ ` 47.02 = US $ 1.00 at the option of the bond holder at any time on or after 22nd December, 2009 and prior to the

close of business on 13th November, 2014. The outstanding 104,650 bonds when fully converted would result in issue of additional

105,367,088 equity shares of ` 1/-each. Apart from this, FCCB holders retain the right to subscribe in Equity Shares to the extent

of 210,734,176 Equity Shares of the Company as per Letter of Offer issued by the Company for Issue of Right Equity Shares in the

ratio of 2:1 at a price of ` 19.50 (Including Share Premium of ` 18.50 per share) at the time of conversion into Equity Shares on or

before 13th November, 2014.

6) DEFERRED TAX LIABILITY (NET) (Amount in `) As at

March 31, 2012

As at

March 31, 2011 Deferred Tax Liability Timing difference in Depreciable assets 1,358,195,616 806,118,693 Deferred Tax Assets Expenses allowable against taxable income in future years ~ On MAT carried forward 222,895,934 - ~ On Gratuity & Leave encashment 5,602,340 4,735,521 ~ On Provision for doubtful debts 1,530,645 1,530,645

230,028,919 6,266,166 DEFERRED TAX LIABILITY (NET) 1,128,166,697 799,852,527

7) PROVISIONS (Amount in `) Non Current Current

March 31, 2012 March 31, 2011 March 31, 2012 March 31, 2011Provision for Employee Benefi ts ~ Gratuity 14,003,624 11,785,923 670,022 413,494 ~ Leave encashment 2,569,521 2,382,887 24,023 13,231

16,573,145 14,168,810 694,045 426,725 Provision for Taxation 565,007,231 1,397,507,750 Provision for Proposed Dividend 494,992,477 207,596,991 Provision for Dividend Tax on Proposed Dividend 80,300,155 33,677,422 TOTAL 16,573,145 14,168,810 1,140,993,908 1,639,208,888

8) SHORT TERM BORROWINGS (Amount in `) As at

March 31, 2012

As at

March 31, 2011 Secured

A) Working Capital Loans from Banksa) Rupee Denominated Loans Cash Credit/ WCDL/Short Term Loans 25,415,771,886 26,832,408,464 b) Foreign Currency Loans PCFC/Short Term Loans 3,809,598,117 183,556,302

B) Commercial Papers 4,650,000,000 3,100,000,000 33,875,370,003 30,115,964,766

UnsecuredA) Working Capital Loans from Financial Institition Foreign Currency Loans 202,357,782 -

Total 34,077,727,785 30,115,964,766



64

8.1 Notes to Working Capital Loans

A) Security Coverage :-

Working Capital Loans are secured by creation of fi rst charge on pari passu basis on hypothecation of stocks of Rice, Paddy,

Book Debts & Stores,etc, both Present and Future of the Rice Division and by second charge on all Fixed Assets both Present

and future of the Rice Division.

Commercial Papers are secured by earmarking of working capital limits

B) Maximum Balance outstanding in case of Commercial Papers during the year ` 735 crores (previous year ` 420 crores)

9) TRADE PAYABLE

(Amount in `)

As at

March 31, 2012

As at

March 31, 2011

Acceptances 999,978,104 -

Creditors for Others 6,155,367,128 3,061,004,460

7,155,345,232 3,061,004,460

Notes :

1) Trade Payables are due in respect of goods purchases or services received (including from employees, professionals and others under

contracts) in the normal course of business

2) Based on the information available with the company there are no dues payable to Micro, Small and Medium Enterprises as defi ned

in The Micro, Small and Medium Enterprises Development Act 2006.

This has been determined to the extent such parties have been identifi ed on the basis of information available with the Company.

This has been relied upon by the Auditors.

10) OTHER CURRENT LIABILITIES

(Amount in `)

As at

March 31, 2012

As at

March 31, 2011

A) Current Maturities of Long Term Borrowings (refer Note 5) 589,521,069 498,526,146

B) Interest accrued and due on

Term Loans - 80,032

Corporate Loans 1,655,560 2,873,577

Short Term Borrowings 160,680,782 7,232,780

C) Interest accrued but not due on borrowings 195,175,473 99,817,371

D) Advance from customers 53,504,668 -

E) Payable for Capital expenditures 827,565,312 181,939,114

F) Statutory Dues 28,080,779 49,963,750

G) Investor Education and Protection fund:

Unpaid dividends 4,233,100 4,253,190

1,860,416,743 844,685,960



65

11

FIX

ED

ASS

ET

S

(Am

ount

in `

)G

ross

Blo

ckDe

prec

iatio

n N

et Bl

ock

Parti

cular

sAs

On

01.04

.2011

Since

Adde

d

Sale

/

Adju

stmen

t

As O

n

31.03

.2012

Upto

01.04

.2011

For T

he

Perio

d

Sale

/

Adju

stmen

t

Upto

31.03

.2012

As O

n

31.03

.2012

As O

n

31.03

.2011

Tang

ible

Asse

tsLa

nd~

Free

Hold

Lan

d 13

1,233

,232

677,7

38,00

0 -

80

8,971

,232

-

-

-

-

808,9

71,23

2 13

1,233

,232

~ Le

ase H

old L

and

27,12

0,000

-

-

27

,120,0

00

6,57

5,324

1,

160,5

89

-

7,73

5,913

19

,384,0

87

20,54

4,676

Bu

ilding

1,36

5,574

,142

2,23

8,678

,624

43,93

6,443

3,

560,3

16,32

3 10

1,349

,828

76,24

3,905

18

,096,3

37

159,4

97,39

6 3,

400,8

18,92

7 1,

264,2

24,31

4 Pl

ant &

Mac

hinery

1,33

6,797

,209

6,04

6,498

,517

11,00

0,000

7,

372,2

95,72

6 41

7,810

,810

181,4

86,69

5 -

59

9,297

,505

6,77

2,998

,221

918,9

86,39

9 W

indfar

m Ge

nerat

ors

2,37

3,069

,544

-

-

2,37

3,069

,544

658,7

85,17

5 12

5,298

,072

-

784,0

83,24

7 1,

588,9

86,29

7 1,

714,2

84,36

9 Of

fi ce E

quipm

ent

2,49

2,478

17

,000

-

2,50

9,478

79

2,405

11

9,143

-

91

1,548

1,

597,9

30

1,70

0,073

Tu

bewe

ll 46

8,850

-

-

46

8,850

22

5,498

22

,270

-

247,7

68

221,0

82

243,3

52

Comp

uter

5,08

1,777

83

0,225

-

5,

912,0

02

3,69

5,280

83

3,042

-

4,

528,3

22

1,38

3,680

1,

386,4

97

Vehic

les 11

,201,0

39

4,33

5,539

1,

832,2

32

13,70

4,346

4,

443,1

76

1,20

7,286

41

2,742

5,

237,7

20

8,46

6,626

6,

757,8

63

Furn

iture

& Fi

xtures

4,67

0,510

76

,525

-

4,74

7,035

1,

704,0

70

297,4

63

-

2,00

1,533

2,

745,5

02

2,96

6,440

Tot

al 5,

257,7

08,78

1 8,

968,1

74,43

0 56

,768,6

75

14,16

9,114

,536

1,19

5,381

,566

386,6

68,46

5 18

,509,0

79

1,56

3,540

,952

12,60

5,573

,584

4,06

2,327

,215

Intan

gibl

e Ass

etsCo

mpute

r Sof

tware

3,62

5,720

-

-

3,

625,7

20

6,62

2 1,

208,4

52

-

1,21

5,074

2,

410,6

46

3,61

9,098

Tot

al 5,

261,3

34,50

1 8,

968,1

74,43

0 56

,768,6

75

14,17

2,740

,256

1,19

5,388

,188

387,8

76,91

7 18

,509,0

79

1,56

4,756

,026

12,60

7,984

,230

4,06

5,946

,313

Prev

ious Y

ear T

otal

4,31

6,713

,863

969,1

77,53

3 24

,556,8

95

5,26

1,334

,501

987,6

03,88

3 22

1,217

,853

13,43

3,548

1,

195,3

88,18

8 4,

065,9

46,31

3

Not

e :-

1.

Sale

s/A

djus

tmen

ts in

Pla

nt &

Mac

hine

ry re

pres

ents

Gov

t Gra

nts/

Sub

sidy r

ecei

ved

by th

e com

pany

dur

ing

the y

ear ̀

1,1

0,00

,000

rece

ived

from

Gov

t of

Har

yana

thro

ugh

Har

yana

Ren

ewab

le

Ene

rgy

Dev

elop

men

t Age

ncy

(HRE

DA

) for

setti

ng u

p BI

OM

ASS

(Ric

e H

usk)

Co-

gene

ratio

n pr

ojec

t for

cap

tive

Use

2.

Incl

udes

Add

ition

to F

reeh

old

Land

` 6

7,65

,000

/- a

t Baw

al (h

arya

na) f

or w

hich

Reg

istra

tion

in th

e na

me

of th

e C

ompa

ny is

yet

to b

e ex

ecut

ed

No

tes

to

Co

nso

lid

at

ed F

ina

nc

ial

Sta

tem

ent

s a

s a

t M

ar

ch

31,

2012


66


12) NON-CURRENT INVESTMENTS (Long Term Investments)

Non-Trade Investments* (Amount in `)Number of Shares Company Face value

Per Share

(`)

As at

March 31, 2012

As at

March 31, 2011

A) In Equity Shares -Quoted, Fully paid up 35,000 (35,000) Allahabad Bank 10 2,870,000 2,870,000 10,000 (10,000) Jyoti Structure Ltd 2 546,155 546,155

398 (398) Punjab National Bank 10 155,220 155,220 5,500 (5,500) Reliance Capital Ltd 10 2,255,907 2,255,907

5,827,282 5,827,282 2,075,563,191 1,315,699,650

B) In Mutual Funds-Fully paid up 1,000,000 (1,000,000) Reliance Alternative Investments 10 10,000,000 3,500,000

Funds, Private Equity Scheme-I**C) In Equity Shares, Fully paid up (In Associate Companies) Un-Quoted

5,256,277 (5,256,277) Varrsana Ispat Limited 10 1,763,084,443 1,245,699,650 Quoted

35,000,000 (35,000,000) REI Six Ten Retail Ltd 2 312,478,748 70,000,000Total Non-Current Investments (A+B+C+D) 2,091,390,473 1,325,026,932Aggregate Value of Quoted Investments 318,306,030 75,827,282 Market Value of Quoted Investments 427,326,100 1,556,067,230Aggregate Value of Un-Quoted Investments 1,763,084,443 1,245,699,650

* Diminution in the value of Investments if any, has not been recognised as in the opinion of Management the fall is not permanent in nature.

** During the year ` 65,00,000/- has been paid to make them fully paid up

13) LOANS AND ADVANCES (Unsecured, considered good)

Long Term Short Term

March 31, 2012 March 31, 2011 March 31, 2012 March 31, 2011Advance against Capital Expenditures 4,784,706,429 3,312,219,185 - - Security Deposits 43,679,453 133,892,173 167,269 - Other Advances - - 7,566,873,893 5,081,601,549 Advance Income Tax - - 562,046,926 1,256,081,188 Balance With Govt Deptt. Income Tax Deptt - - 16,224 248,867 Sales Tax Deptt - - - 2,547,923 Service Tax Deptt - - 395,776 - DEPB Receivables - - - 6,429,010 Prepaid expenses - - 286,192,271 47,275,311 Total 4,828,385,882 3,446,111,358 8,415,692,359 6,394,183,848

14) INVENTORIES

(Valued at lower of cost and net realizable value) (Amount in `) As at

March 31, 2012

As at

March 31, 2011Raw Materials 24,571,581,724 32,984,884,572 Finished Goods 12,751,620,103 2,705,535,159 Stores, Spares and Packing Materials 17,530,605 20,325,153 Total 37,340,732,432 35,710,744,884


67


14) INVENTORIES

(Valued at lower of cost and net realizable value) (Amount in `) As at

March 31, 2012

As at

March 31, 2011Raw Materials 24,571,581,724 32,984,884,572 Finished Goods 12,751,620,103 2,705,535,159 Stores, Spares and Packing Materials 17,530,605 20,325,153 Total 37,340,732,432 35,710,744,884

15) TRADE RECEIVABLES (Amount in `) Non Current Current

March 31, 2012 March 31, 2011 March 31, 2012 March 31, 2011UnsecuredDebt outstanding for a period exceeding six months ~ Considered Good - - 54,649,339 686,007,636 ~ Considered Doubtful 4,717,660 4,717,660 - -

4,717,660 4,717,660 54,649,339 686,007,636 Less: Provision for doubtful Trade Receivables (4,717,660) (4,717,660) - -

- - 54,649,339 686,007,636 Other Receivables ~ Considered Good - - 16,764,220,466 10,504,748,019 Total - - 16,818,869,805 11,190,755,655

16) CASH AND BANK BALANCES Current

March 31, 2012 March 31, 2011Cash in hand ( as certifi ed ) 36,586,124 6,263,283 Balances with Schedule Banks:On Current Accounts 588,347,234 102,551,732 On Unclaimed Dividend Account 4,233,100 4,258,835 Fixed Deposit with Banks [ Including deposit of ` 10 Lacs (Previous year ` 10 Lacs) with 243,113,328 101,564,739 Maturity of More than 12 months ]Margin money Deposit ( Against Guarantee ) 403,929 2,531,500

836,097,591 210,906,806 Balances with Other Banks*On current accounts [ ICICI Bank, London ] 17,599,167 15,360,762 Deposits with PICTET & CIE, London 2,505,897,776 3,291,087,874

2,523,496,943 3,306,448,636 Total 3,396,180,658 3,523,618,725 Maximum Balance outstanding ICICI Banks , London 17,599,167 178,268,783 PICTET & CIE, London 3,291,087,874 4,074,263,635 * The above balances are available for purposes as defi ned under ECB Guidelines issued by RBI

17) OTHER CURRENT ASSETS(Unsecured, considered good )Interest Accrued on Fixed Deposits 10,994,432 1,185,599 Interest Receivable on Advances - 4,670,891 Subsidy Receivable from HAREDA 6,000,000 - Total 16,994,432 5,856,490


68

Notes to Consolidated Financial Statements for the year ended March 31, 2012

18) REVENUE FROM OPERATIONS

(Amount in `) 2011-12 2010-11

Revenue from operations Sale of Products 45,159,360,817 37,027,657,678 Sale of Metal and Others 8,414,771,390 Sale of Energy (Including lease rent) 236,445,015 215,868,114 Sales of Carbon Credit 13,433,942 -

53,824,011,164 37,243,525,792 18.1) Particulars of Sale of Products

a) Rice SegmentRice/Paddy 40,462,388,739 37,009,856,052 Food Grain Items 4,695,032,085 - Metal and Others 8,414,771,390 -

Scrap 1,939,992 17,801,626 53,574,132,206 37,027,657,678

b) Windmill SegmentSales of Electricity (WTG) 198,367,035 177,790,145 Lease Rent 38,077,980 38,077,969

236,445,015 215,868,114

18.2) Based On The Guiding Principles In The Accounting Standards On Segment Reporting (As – 17) The Company Is Primarily

In The Business Of Manufacturing Of Rice And Energy Generation From Windfarm. Since The Revenue, Results And Assets

From Windfarm Is Less Than 10% Of These Criterian, Windfarm Energy Has Not Been Considered As Separate Segment. The

Companies Business Activity Falls Within A Single Geographical And Business Segment Rice And Windfarm Energy And It Has No

Other Primary Reportable Segment.

19) OTHER INCOME

(Amount in `) 2011-12 2010-11

Interest onFixed Deposit with Banks 12,589,318 16,326,680

Dividend Income from Long Term Investments 7,385,044 7,267,046 Profi t on Sales of Long Term Investments 15,004,000 Insurance Claim 937,001 49,259 Other Non Operating Income 2,916,564 -

23,827,927 38,646,985

20) COST OF RAW MATERIALS CONSUMED (Indigenious)

(Amount in `) 2011-12 2010-11

Inventory at the beginning of the year 32,984,884,572 27,933,000,464 Add: Purchases 28,638,917,087 24,763,900,007

61,623,801,659 52,696,900,471 Less: Inventory at the end of the year 24,571,581,724 32,984,884,572 Cost of Raw Material Consumed 37,052,219,935 19,712,015,899

Notes:

a) Purchases of Raw Materials consist of Paddy and Rice.

b) The cost of raw materials consumed shown above is computed on basic value after adjusting excess and shortages, discount received

if any, etc. plus all expenses directly related with the purchase of raw materials.


69


(Amount in `)

2011-12 2010-11

21) PURCHASES OF STOCK IN TRADE

Food Grain Items 4,501,951,681 -

Rice / Paddy 3,613,072,670 6,826,689,752

Metal & Others 7,203,660,830

15,318,685,181 6,826,689,752

22) CHANGES IN INVENTORIES OF FINISHED GOODS

Closing Stock of Finished Goods 12,751,620,103 2,705,535,159

Opening Stock of Finished Goods 2,705,535,159 4,447,686,003

(10,046,084,944) 1,742,150,844

23) EMPLOYEE BENEFITS EXPENSES

Salary and wages 201,049,693 151,968,746

Contribution to provident & other funds 6,346,963 4,968,283

Gratuity 2,892,703 5,284,949

Leave Encashment Expenses 4,766,390 4,487,746

Staff Welfare Expenses 6,045,723 5,329,836

Total 221,101,472 172,039,560

23.1) Notes to Employee Benefi ts Expenses

a) Gratuity and leave encashment expenses includes provision of ` 26,71,655/- for the year ended March 31 ‘2012.

b) Disclosures pursuant to Accounting Standard-15 (Revised) ‘Employees Benefi ts’:

i) Defi ned Contribution Plans

In accordance with the Accounting Standard 15 on employee benefi ts issued by The Institute of Chartered Accountants

of India, the company makes payment of its contribution to Recognized Provident Fund Commissioner (RPFC).

ii) Defi ned Benefi t Plans

In keeping with the company Gratuity scheme (Defi ned Benefi t Plan) eligible employees are entitled to gratuity benefi ts

at one and half month’s eligible salary for each completed year of service on Retirement / Death / Termination. Vesting

occurs upon completion of 5 years of service subject to the payment of Gratuity Act, 1972. The present value of

obligation is determined based on actuarial valuation using the ‘projected unit credit method’. Obligation for the leave

encashment is recognized in the same manner as Gratuity. Following are the further particulars with respect to Gratuity &

Leave Encashment.

2011-12 2010-11

Gratuity

(` in lacs)

Leave

Encashment

(` in lacs)

Gratuity

(` in lacs)

Leave

Encashment

(` in lacs)

Changes in Defi ned Benefi t Obligations

Present value of obligation at the beginning of the year 121.99 23.96 70.55 14.98

Service Cost 16.22 4.34 20.01 7.65

Interest Cost 10.75 2.00 7.70 1.56

Actuarial (Gain)/Loss 1.96 41.32 25.13 35.67

Benefi t Paid (4.18) (45.69) (1.40) (35.90)

Present Value of obligation at the end of the year 146.74 25.93 121.99 23.96


70

2011-12 2010-11 Gratuity

(` in lacs)

Leave

Encashment

(` in lacs)

Gratuity

(` in lacs)

Leave

Encashment

(` in lacs)

Change in Plan Assets

Plan Assets at the beginning of the year - - - -

Actual return on plan Assets - - - -

Contribution by the Company 4.18 45.69 1.40 35.90

Actual Benefi ts paid (4.18) (45.69) (1.40) (35.90)

Actuarial (Gain)/ Loss - - - -

Plan Asset at the end of year - - - -

Reconciliation of the present value of defi ned

obligation and fair value of planned AssetsPresent value of the obligation at the end of the year 146.74 25.93 121.99 23.96Fair value of plan Assets at the end of the year - - - - Liability / (Asset) recognized in the Balance Sheet 146.74 25.93 121.99 23.96 Expenses Charged to profi t & Loss Account:Current Service Cost 16.22 4.34 20.01 7.65 Interest Cost 10.75 2.00 7.70 1.56 Expected return on Plan Assets - - - - Actuarial (Gain ) / Loss 1.96 41.32 25.13 35.67Total Expenses charged/(to be charged) in Profi t & Loss

A/c on accrual

28.93 47.66 52.84 44.88

Actuarial Assumption Discount rate Per Annum compound 8% 8% 8% 8%Rate of Increase in Salary 5% 5% 5% 5%Rate of Return on Plan Assets 0% 0% 0% 0%

(Amount in `) 2011-12 2010-11

24) FINANCE COSTSInterest expense* 4,885,581,589 3,224,673,816 Other Borrowing Costs ~ Bank Charges 4,015,515 18,720,654 ~ Processing fee and Commitment charges 67,039,631 51,008,070 ~ Loss on Foreign Exchange Fluctuation (Net) 174,682,459 9,621,599 Interest on Delay payment of Income Tax/Dividend Tax/TDS 16,476,398 10,045,238 Total 5,147,795,592 3,314,069,377

*Interest Expenses is net of Interest Received on Advances/Deposit ` NIL (Previous Year 334.94 Lacs)

2011-12 2010-11 25) DEPRECIATION AND AMORTIOSATION EXPENSES

Depreciation of Tangible Assets 386,684,444 221,211,231 Amortization of intangible assets 1,208,452 6,622

387,892,896 221,217,853



71


(Amount in `)

2011-12 2010-11

26) OTHER EXPENSES

Stores, Spares & Packing Material Consumed( 100% indigneous) 240,329,173 313,080,236

Power & Fuel 113,774,334 77,963,493

Security Charges 16,900,361 13,947,700

Hire Charges 3,235,211 1,967,754

Repairs & Maintenance

~ Plant & Machinery 12,957,062 5,988,077

~ Buildings 4,429,327 1,755,929

~ Windfarms 49,974,641 40,633,050

~ others 1,771,389 1,187,970

Rent 122,786,120 26,557,736

Rates & Taxes 20,599,053 38,183,213

Key Man Insurance 1,211,306 1,211,306

Insurance 17,322,737 20,669,236

ECGC Premium 7,712,705 10,372,951

Postage & Telephone 4,101,572 4,658,225

Auditors' Remuneration 2,672,164 3,089,961

Commission to a Director 25,000,000 -

Directors' Sitting Fees 220,000 220,000

Filing Fees 15,000 22,998

Travelling & Conveyance 19,507,013 25,068,336

Miscellaneous Expenses 146,263,414 180,698,860

Bad Debts Written off 106,534,737 -

Carriage Outward and Clearing Charges, etc 293,191,145 248,617,222

Advertisement 6,737,249 2,823,772

Brokerage & Selling Expenses 62,420,293 6,585,835

Purchase /Sales Tax 3,577,473 42,344,926

Loss on sale of Fixed Assets 24,658,162 4,142,801

1,307,901,641 1,071,791,587

26.1) Auditors Remuneration Includes

Audit fee 1,505,497 1,300,000

Tax Audit Fees 200,000 200,000

For Certifi cation, Right (QIP/ FCCB) issue 500,000 1,050,000

For Service tax 206,000 262,650

For Re-imbursement of Expenses 260,667 277,311

2,672,164 3,089,961


72

(Amount in `)

As at

31st Mar 12

As at

31st Mar 11

27)

A) EARNING PER SHARE ( EPS )

Profi t After Tax 3,979,305,025 2,824,546,936

Less: Preference Dividend Holders Right

Preference Dividend @ 4% on 40 cr (16,000,000) (16,000,000)

Tax on Preference Dividend @ 16.2225% (2,595,600) (2,595,600)

Profi t for Equity Shareholders 3,960,709,425 2,805,951,336

Weighted No of Equity Shares 957984954 804672891

Effective No of Equity shares n Conversion of $ 104650000 FCCB

[ 104650000 x 47.02 / 46.7 ] 105367088 105367088

Grand Total Weighted No of Equity Shares 1063352042 910039979

Basic EPS 4.13 3.49

Diluted EPS 3.72 3.08

(` in Lacs)

As at

31st Mar 12

As at

31st Mar 11

B) Contingent Liabilities and Commitments (to the extend not provided for)

Contingent Liabilities

Outstanding Guarantees and counter guarantees to IndusInd Bank in respect of guarantees

given by the Bank in favour of Govt Authorities and Others ( Deposit held ` 70 Lacs )

569.55 77.68

Commitments

Estimated amounts of unexecuted capital contracts

(Net of Advances and Deposit)

8,022.00 3,476.00

28) Operating Lease

The Company has given on Operating Lease 17 Wind Turbine Generator (WTG) having capacity of 10.2 MW situated at Kutch,

Gujarat. Disclosures required as per Accounting Standards-19 issued by the ICAI are given below:

As at

31st Mar 12

As at

31st Mar 11

i) Gross Block of Fixed Assets

a) Free hold Land 10,200,000

b) Cost of 17 WTG ( Including Interest, etc) 522,433,161 532,633,161 532,633,161

131,734,838 104,150,367

ii) Accumulated Depreciation

iii) Future Lease Rent Receivables

a) Not later than one year 42,000,000 42,000,000

b) Later than one year and not later than fi ve year 168,000,000 168,000,000

c) Later than fi ve year - 42,000,000


73

29) Related Party Disclosure In accordance with Accounting Standard 18 on Related Party Disclosure issued by the Institute of Chartered Accountants of India,

the company has complied with the required information as per details given below:A) List of Related Parties

i) Key Management Personnel a) Mr. Sanjay Jhunjhunwala ( Chairman ) b) Mr. Sandip Jhunjhunwala ( Managing Director ) ii) Name of Companies, where control exist ( either individually or with others) a) Aspective Vanijya Pvt. Ltd. b) Jagadhatri Tracon Pvt. Ltd. c) REI Steel & Timber Pvt. Ltd. d) Snehapusph Barter Pvt. Ltd. e) Subh Chintak Vancom Pvt. Ltd. f) Shree Krishna Gyanodaya Flour Mills Pvt. Ltd. g) Dr. ING N.K. Gupta Technical Consultants (P) Ltd. iii) Director's Relatives a) Mr. Kailash Chandra Jhunjhunwala b) Mrs. Koushalya Devi Jhunjhunwala c) Mrs. Sangita Jhunjhunwala d) Mrs. Suruchi Jhunjhunwala e) Mr. Akshay Jhunjhunwala f) Mr. Ambuj Jhunjhunwala g) Mr. Arnav Jhunjhunwala h) Mr. Shreyans Jhunjhunwala iv) Associates Companies a) REI Six Ten Retail Limited b) Varrsana Ispat Limited

B) Transaction with Related Parties Sl

No


Exists

Key Management

Personnel (KMP)

Relative of KMP Subsidiary

1 Dividend Paid 87,906,681 3,062,304 430,740 - ~ on Equity Shares (104,823,913) (4,593,456) (646,110) -

2 Managerial Remuneration - 50,377,340 - - - (23,844,916) - -

3 Sale of Rice ~ REI Six Ten Retail Ltd 3,192,807,282 - - -

(3,697,424,732) - - - 4 Trade Receivables

~ REI Six Ten Retail Ltd 1,525,977,994 - - - (3,246,287,108) - - -

5 Investment in Shares ~ REI Six Ten Retail Ltd 312,478,748 - - -

(70,000,000) - - - ~ Varrsana Ispat Ltd 1,763,084,443 - - -

(1,245,699,650) - - - 6 Professional Fee Paid

~ Dr. ING N.K. Gupta Technical

Consultants (P) Ltd.

3,309,000 - - -

(2,206,000) - - -


74

(Amount in `)

2011-12 2010-11

30) DETAILS OF FOREIGN CURRENCY TRANSACTIONS

30.1) FOB value of Finished Goods Export 2,243,144,208 4,185,440,239

30.2) Payment for Capital Goods Import 13,731,241 449,292,782

30.3) Amounts remitted on a/c of Didivend to FII/Non-Resident Shareholders

On Equity Shares 2,122,560 2,122,560


30.4) No of Non-Resident Share holders

On Equity Shares 4 4

On Preference Shares 4 4

30.5) No of shares held by Non-Resident Share holders

On Equity Shares 7,075,200 7,075,200


31) The year end foreign currency exposures that have not been hedged by a derivative instruments or otherwise is given below:

2011-12 2010-11

Receivables/ (Payable) Receivables/ (Payable)

( in `) ( in $ ) ( in `) ( in $ )

On PCFC Facilities (3,418,769,783) (66,829,626) 183,556,302 (4,111,003)

FCCB ( Net of Deposit abroad ) (2,830,030,782) (55,321,040) 1,366,173,864 (30,597,399)

External Commercial Borrowings (88,672,271) (1,733,353) (154,788,416) (3,466,706)

Trade Receivable ( For Export ) 1,094,256,146 21,390,364 935,733,702 20,957,082

32) Previous year’s fi gures have been regrouped/re-arranged wherever considered necessary

33) Figures in brackets in Notes denote previous year's fi gure






CA. P. K. Lilha

Partner



Place : Kolkata



75

FINANCIAL INFORMATION OF SUBSIDIARY COMPANIES (Amount in `)

Sl

No.

Particulars Ammalay

Commoditiess JLT

Auckland

Holdings Limited

Holy Stars

Limited

Orient Agro

(M) Ltd.

1 Reporting Currency AED $ $ $

2 Country UAE (Dubai) Mauritius Mauritius Mauritius

3 Capital 3,679,669 55,267 55,267 55,570

4 Reserves 1,630,645,850 37,282,687 6,402,742 874,549

5 Total Assets 2,537,968,886 590,400,653 881,469,491 188,007,345

6 Total Liabilities 2,537,968,886 590,400,653 881,469,491 188,007,345

7 Investments - - - -

8 Turnover/Total Income 10,381,213,954 372,572,486 690,498,694 125,051,081

9 Profi t Before Taxation 1,587,064,083 36,301,035 2,703,402 931,876

10 Provision For taxation - - - -

11 Profi t After Taxation 1,587,064,083 36,301,035 2,703,402 931,876

12 Proposed Dividend - - - -

Exchange Rate as on 31.3.2012 : 1AED = ` 13.9391, 1$ = ` 51.1565.

76

Notes_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

REI AGRO LIMITED

Registered Office: “Everest House” 46 C, Chowringhee Road, 15th Floor, Room No.-15B, Kolkata-700071

annual report 2011-2012 - bombay stock exchange · in this annual report we have disclosed...

Documents