board of directors company secretary registered office

Board of directors

Mr. Ravi Jaipuria

Mr. Varun Jaipuria

Mr. Raj Gandhi

Dr. Girish Kumar Ahuja

Ms. Rashmi Dhariwal

coMPaNY secretarYMr. Mahavir Prasad Garg

registered officeF-2/7, Okhla Industrial Area, Phase-I,New Delhi - 110 020.

Head officeRJ Corp HousePlot No. 31, Institutional AreaSector - 44, Gurugram -122 002 Haryana

BaNkersYes Bank Limited

IndusInd Bank Limited

Kotak Mahindra Prime Limited

Axis Finance Limited

ICICI Bank Limited

auditorsM/s. APAS & Co.,Chartered Accountants, New Delhi

coNteNts: Page No.

Board’s report 3

standalone financial statements Auditors’ Report 26 Balance Sheet 34 Statement of Profit & Loss 36 Cash Flow Statement 37 Notes on Accounts 41

consolidated financial statements

Auditors’ Report 101

Balance Sheet 109

Statement of Profit & Loss 111 Cash Flow Statement 113 Notes on Accounts 123

Annual Report 2019-20 | RJ Corp Limited 3

The Members,

rJ corp Limited

Your Directors have pleasure in presenting the 40th (Fortieth) Annual Report on the business and operations of your

Company along with the Audited Financial Statements, for the Financial Year ended March 31, 2020.

fiNaNciaL PerforMaNce

The Company’s financial performance for the year ended March 31, 2020 is summarized below:

Particularsstandalone consolidated

Year ended March 31, 2020




Total Revenue 1,657.25 1,446.61 107,328.05 80,731.62Total Expenses 2,673.81 2,279.58 102,554.69 78,801.80Profit/ (Loss) before tax & exceptional items (1,016.56) (832.97) 4,773.36 1,929.82Exceptional items - - 324.40 19.13Profit before share of profit of equity accounted investees

(1,016.56) (832.97) 4,448.96 1,910.69

Share of Profit of equity accounted investees (Net of income tax)

- - 41.34 38.20

Profit before tax (1,016.56) (832.97) 4,490.30 1,948.89Less - Tax expenses 0.68 - 1,325.83 1,285.24Profit/(Loss) after tax (1,017.24) (832.97) 3,164.47 663.65Balance brought forward from last year 1154.59 789.7 (3,098.66) (3,325.81)General Reserve 41.78 41.78 201.65 201.65Other Reserves 6,696.95 9,071.94 7,120.38 8,792.85Reserve & Surplus carried to Balance Sheet 6,876.08 9,070.45 7,387.84 6,332.34

coNsoLidated fiNaNciaL stateMeNts

The Consolidated Financial Statements of your Company for the Financial Year 2019-20, are prepared in compliance

with the applicable provisions of the Companies Act, 2013 (“the Act”), Indian Accounting Standards (“Ind AS”) which shall

be placed before the members in their forthcoming Annual General Meeting (AGM).

In accordance with Section 129 (3) of the Companies Act, 2013, a statement containing the salient features of the financial

statement of subsidiary/ associate companies is provided as Annexure in Form aoc – 1 to the consolidated financial

statement and therefore not repeated to avoid duplication.

state of coMPaNY’s affairs (staNdaLoNe)

During the period under review, the Company earned a total revenue of Rs. 1,657.25 Million as compared to a total

revenue of Rs. 1,446.61 Million during the previous year. The Net Loss after tax was Rs. 1,017.24 Million as compared to

a Net Loss after Tax of Rs. 832.97 Million during the previous year.

dePosits

Your Company has not accepted any deposits during the year under review, falling within the ambit of Section 73 of the

Act and the Companies (Acceptance of Deposits) Rules, 2014.

Board’s report

(` in Millions)

statutory r

eports


traNsfer to geNeraL reserVe

The Board of Directors do not propose to transfer any amount to reserves during the year under review.

cHaNge iN tHe Nature of BusiNess, if aNY

During the year under review, there was no change in the nature of the business of the Company.

diVideNd

Your Directors do not recommend any dividend for the year ended March 31, 2020 due to losses incurred during the year

under review.

scHeMe of aMaLgaMatioN

During the year under review, the Board of Directors, approved the Scheme of Amalgamation (“Scheme”) of Pinnacle

Infracon Limited, Anuj Traders Private Limited, Accor Solar Energy Private Limited, Shabnam Properties Private Limited,

Capital Towers Private Limited, D. J. Agri Industries Private Limited, Snowpeak Enterprises Private Limited, Pinnacle

Constructions Private Limited, Pinnacle Township Private Limited, Pinnacle Town Planners Private Limited (Collectively

known as the “Transferor Companies”) with RJ Corp Limited (“Transferee Company/ Company”) their respective

shareholders and creditors as per the terms and conditions mentioned in the Scheme w.e.f. 01.04.2019 (‘Appointed

date’).

The Hon’ble National Company Law Tribunal, Special Bench, New Delhi, vide its Order dated June 8, 2020 approved the

aforesaid Scheme and certified copy of the said Order sanctioning the Scheme was filed with the Registrar of Companies,

NCT of Delhi & Haryana on June 30, 2020. Consequently, all the above-mentioned Transferor Companies were merged

with the Company w.e.f 1st April, 2019 (Appointed date).

sHare caPitaL

During the period under review, the Issued, Subscribed and Paid-up Share Capital of the Company was increased from

Rs. 21,19,850/- divided into 2,11,985 (Two Lac Eleven Thousand Nine Hundred Eighty Five) Equity Shares of Rs. 10/-

(Rupees Ten only) to Rs. 21,67,450/- divided into 2,16,745 (Two Lac Sixteen Thousand Seven Hundred Forty Five) each

pursuant to Rights Issue of 4,760 (Four Thousand Seven Hundred and Sixty) Equity Shares of Rs. 10/- each to the existing

equity shareholders of the Company on October 1, 2019.

Further, pursuant to the Order of Hon’ble National Company Law Tribunal, Special Bench, New Delhi dated June 8, 2020

approving the Scheme of Amalgamation, the Board of Directors at their meeting held on August 31, 2020 allotted 245

(Two Hundred Forty Five) Equity Shares of face value of Rs. 10/- each to the existing shareholders of the Transferor

Companies and 10 (Ten) Equity Shares of face value of Rs. 10/- each held by Shabnam Properties Private Limited

(one of the Transferor Company) in the Company were cancelled. The appointed date of the Scheme is 1st April 2019,

accordingly, the Issued, Subscribed and Paid-up Share Capital of the Company has been considered as Rs. 21,69,800/-

divided into 2,16,980 (Two Lac Sixteen Thousand Nine Hundred Eighty) Equity Shares of face value of Rs. 10/- each for

the financial year ended March 31, 2020.

reLated PartY traNsactioNs

Your Directors draw attention of the Members to Note No. 40 to the Standalone Audited Financial Statements, which sets

out related party disclosures. Further, during the year under review, all contracts /arrangements/ transactions entered

into by the Company with related parties were in the ordinary course of business and at arm’s length and there were

no material contracts/ arrangements/transactions. Accordingly, no details of related party transactions are required to


be provided in Form AOC-2 under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies

(Accounts) Rules, 2014.

ParticuLars of LoaNs, iNVestMeNts aNd guaraNtees

Particulars of investments made, loans given, guarantees given and securities provided are detailed in the financial

statements (Please refer note no. 6, 7 and 8 to the standalone financial statements).

HoLdiNg, suBsidiarY aNd associates coMPaNies

During the year under review, the Company does not have any holding company. The Company had following subsidiaries

as on March 31, 2020:

direct subsidiaries

1. AccorBev (Telangana) Private Limited;

2. Cryoviva Biotech Private Limited;

3. Devyani Food Industries Limited;

4. Devyani International Limited;

5. Modern Montessori International (India) Private Limited;

6. Snowpeak Enterprises Private Limited^;

7. Anuj Traders Private Limited^;

8. S V S India Private Limited;

9. Arctic International Private Limited*;

10. Cryoviva International Pte. Limited*.

11. Wellness Holdings Limited*;

* Foreign company

^ The investment has been cancelled due to merger of Companies as per the order of Hon’ble National Company Law

Tribunal, Special Bench, New Delhi, which is effective from 01 April, 2019. However, the actual transfer is effected

w.e.f. 30/06/2020 i.e. the date of filing of the said order with Registrar of Companies.

step-down subsidiaries

1. Devyani Airport Services (Mumbai) Private Limited

2. Devyani Food Street Private Limited

3. Accor Developers Private Limited*

@ Ole Marketing Pvt. Ltd.*

4. Cryoviva Bangladesh Pvt. Ltd.*

5. Cryoviva Singapore Pte. Limited*

@Reviva Cell Technologies Pte. Ltd.

6. Devyani International (Nepal) Pvt. Ltd.*

7. RV Enterprises Pte. Ltd.*

@ Devyani International (Nigeria) Ltd.*

8. Devyani International (UK) P. Ltd.*

9. Varun Developers Pvt. Ltd.*

statutory r

eports


10. Varun Food & Beverages (Zambia) Ltd.*

@ Varun Beverages (Africa) Ltd.*

@ Varun Food & Beverages (Africa) Ltd.*

@ Varun Infrastructure (Zambia) Ltd.*

* Foreign company

@ further step-down subsidiary.

associate coMPaNies

As on March 31, 2020, the Company had following Associate Companies:

1. Capital Infracon Private Limited;

2. Varun Beverages Limited;

3. Africare Limited*.

* Foreign company

During the year under review, Alisha Retail Private Limited (w.e.f. February 20, 2020), Diagno Labs Private Limited (w.e.f.

March 28, 2020) and Lineage Healthcare Limited (w.e.f. March 12, 2020) were ceased to be subsidiaries of the Company

due to sale of these Companies .

directors

During the period under review there was no change in the composition of Board of Directors.

Mr. Ravi Kant Jaipuria (DIN: 00003668), Director of the Company is liable to retire by rotation at the ensuing Annual

General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

None of the Directors of your Company are disqualified as per provision of Section 164 (2) of the Companies Act, 2013.

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies

Act, 2013.

keY MaNageriaL PersoNNeL

During the year under review, there was no change in the Key Managerial Personnel of the Company.

As on date Mr. Vikas Kumar Keshri, Manager, Mr. Mahavir Prasad Garg, Company Secretary and Mr. Lalit Kumar Singh,

Chief Financial Officer of the Company are the Key Managerial Personnel of the Company.

Board eVaLuatioN

To comply with the provisions of Section 134(3)(p) of the Act and the rules made thereunder, the Board has carried

out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the

concerned director being evaluated did not participate), Board as a whole, and following Committees of the Board of

Directors:

(i) Audit Committee;

(ii) Nomination and Remuneration Committee; and

(iii) Corporate Social Responsibility Committee

The Board of Directors of the Company ensures formation and monitoring of Robust Evaluation framework of the

Individual Directors including Chairman of the Board, Board as a whole and various Committee thereof and carries out

the evaluation of the Board, the Committee of the Board and Individual Directors, including the Chairman of the Board on

annual basis.


Board Evaluation for the Financial Year ended March 31, 2020 has been completed by the Company internally which

included the Evaluation of the Board as a whole, Board Committees and Directors. Further, results of the Evaluation were

shared with the Board.

MeetiNgs of tHe Board or aNY coMMittee tHereof

During the year under review, Eight meetings of the Board of Directors were held on April 02, 2019, April 18, 2019, June

17, 2019, September 23, 2019, October 01, 2019, December 30, 2019, February 03, 2020 and March 27, 2020. The gap

between two meetings was within the limit prescribed under Section 173(1) of the Act. Details of the attendance of the

Directors are as under:

s. No. Name of the director Number of meetings attended

1. Mr. Ravi Kant Jaipuria 3

2. Mr. Varun Jaipuria 3

3. Mr. Raj Gandhi 8

4. Ms. Rashmi Dhariwal 3

5. Dr. Girish Kumar Ahuja 5

During the year under review, one meeting of the Audit Committee of the Board of Directors was held on September 23,

2019 which was attended by Mr. Raj Gandhi and Dr. Girish Kumar Ahuja.

During the year under review, no meeting was held for the Corporate Social Responsibility Committee.

During the year under review, one meeting of the Nomination and Remuneration Committee of the Board of Directors was

held on September 23, 2019 which was attended by Mr. Raj Gandhi, Dr. Girish Kumar Ahuja and Ms. Rashmi Dhariwal.

audit coMMittee

The Composition and terms of reference of the Audit Committee satisfy the requirement of Section 177 of the Act read

with Companies (Meetings of Board and its Powers) Rules, 2014. Composition of the Committee as on March 31, 2020

was as follows:

s. No. Name category designation

1. Ms. Rashmi Dhariwal Independent Director Chairperson

2. Dr. Girish Kumar Ahuja Independent Director Member

3. Mr. Raj Gandhi Non-executive Director

Member

The Audit Committee invites such executives, as it considers appropriate, representatives of Statutory Auditors and

representatives of Internal Auditors to attend the meetings.

The Company Secretary acts as Secretary of the Audit Committee.

NoMiNatioN aNd reMuNeratioN coMMittee

The Composition and terms of reference of the Nomination and Remuneration Committee satisfy the requirements of

Sections 178 of the Act as amended from time to time. Composition of the Committee as on March 31, 2020 was as

follows:

statutory r

eports


s. No. Name category designation

1. Ms. Rashmi Dhariwal Independent Director Chairperson

2. Dr. Girish Kumar Ahuja Independent Director Member

3. Mr. Raj Gandhi Non-executive Director

Member

The Company Secretary acts as Secretary of the Nomination and Remuneration Committee.

To comply with the provisions of Section 178 of the Act read with Rules made thereunder, the Company’s Remuneration

Policy for Directors, Key Managerial Personnel and Senior Management is uploaded on the website of the Company at

www.rjcorp.in

reMuNeratioN of directors, keY MaNageriaL PersoNNeL aNd ParticuLars of eMPLoYees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. If any

Member is interested in obtaining such information, such Member may send a request to the Company at its Registered

Office in this connection.

statutorY auditors

In terms of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. APAS & Co., Chartered

Accountants were appointed as the Statutory Auditors of the Company to hold office for a period of five years from the

conclusion of 37th Annual General Meeting until the conclusion of the 42nd Annual General Meeting to be held for the

financial year ended March 31, 2022.

The Statutory Auditors’ Report for the Financial Year 2019-20 does not contain any qualification, reservation or adverse

remarks and therefore do not require any further clarification/ explanation from the Directors. No Frauds have been

reported by the auditors under Section 143 (12) of the Act.

cost audit

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014 and any amendment thereto,

Cost Audit is not applicable to the Company.

secretariaL auditors

Your Board, on the recommendation of the Audit Committee, has appointed M/s. Sanjay Grover & Associates, Company

Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report for the Financial Year 2019-

20 is attached to this report as aNNeXure – i. The audit report is self-explanatory and does not call for any further

comments.

iNterNaL audit

Your Board, on the recommendation of the Audit Committee, has appointed M/s. O.P. Bagla & Co. LLP, Chartered

Accountants as an Internal Auditor of the Company for the Financial Year 2019-20 to conduct Internal Audit of the

Company.

risk MaNageMeNt

Your Company has a Robust Risk Management Policy which identifies and evaluates business risks and opportunities.

The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders


and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Company’s

various business and operational risks through strategic actions.

iNterNaL fiNaNciaL coNtroL

Your Company has in place adequate Internal Financial Controls. The report on the Internal Financial Controls issued by

M/s. APAS & Co., Chartered Accountants, the Statutory Auditors of the Company is attached to the Audit Report on the

Financial Statements of the Company and does not contain any reportable weakness of the Company.

researcH aNd deVeLoPMeNt (r&d)

During the year under review, the Company did not carry out any Research & Development.

corPorate sociaL resPoNsiBiLitY

The composition, role, functions and powers of the Corporate Social Responsibility (CSR) Committee of the Company are

in accordance with the requirements of the Companies Act, 2013. As on March 31, 2020 the CSR Committee comprises of

Ms. Rashmi Dhariwal (DIN: 00337814), Independent Director, Mr. Varun Jaipuria (DIN: 02465412), Non-executive Director

and Mr. Raj Gandhi (DIN: 00003649), Non-executive Director.

Your Company has a Corporate Social Responsibility Policy which is uploaded on the website of the Company at www.

rjcorp.in

Annual Report on CSR activities for the Financial Year 2019-20 as required under Section 134 and 135 of the Act read

with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts)

Rules, 2014 is not applicable.

directors’ resPoNsiBiLitY stateMeNt

Pursuant to Section 134 (3) (c) and (5) of the Companies Act, 2013, the Directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no

material departure from the same;

(ii) 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 affairs of the Company at

the end of the financial year and of the loss of the company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and

detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts of the Company on a ‘going concern’ basis; and

(v) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems are adequate and operating effectively.

VigiL MecHaNisM / WHistLe BLoWer PoLicY

To comply with the provisions of Section 177 of the Act, the Company has adopted a Vigil Mechanism / Whistle Blower

Policy for employees of the Company. Under the Vigil Mechanism Policy, the protected disclosures can be made by

a victim through an e-mail or a letter to the Company Secretary (Vigilance Officer) or to the Chairperson of the Audit

Committee.

statutory r

eports


The Policy provides for adequate safeguards against victimization of employees and Directors and also provides for

direct access to the Vigilance Officer or the Chairperson of the Audit Committee, in exceptional cases. No personnel of

the Company has been denied access to the Audit Committee. The main objective of this policy is to provide a platform to

Directors and employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within

the Company which have a negative bearing on the organization either financially or otherwise. During the year under

review, no complaint under the Whistle Blower Policy was received.

discLosure uNder tHe seXuaL HarassMeNt of WoMeN at WorkPLace (PreVeNtioN, ProHiBitioN aNd

redressaL) act, 2013

To comply with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 has been notified on 9th December, 2013, your Company has adopted a policy for prevention of Sexual

Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year, the

Company has not received any complaint of sexual harassment.

coNserVatioN of eNergY, tecHNoLogY aBsorPtioN aNd foreigN eXcHaNge earNiNgs aNd outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as

stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report

as aNNeXure – ii.

eXtract of aNNuaL returN

Extract of Annual Return of the Company is annexed herewith as aNNeXure - iii to this report.

HuMaN resources

Human Resource department in your Company act as a Strategic partner in building Company’s businesses by maximizing

the value of human capital and aligning it with company’s initiatives, values, strategies and needs of all stakeholders.

Your Company has created a favorable work environment that encourages innovation and meritocracy. Your Company

has also set up a scalable recruitment and human resources management process which enable us to attract and retain

high caliber employees. Our employee partnership ethos reflects your Company’s longstanding business principles and

drive your Company’s overall performance with the prime focus to identify, assess, groom and build leadership potential

for future.

iMPact of coVid-19

Covid-19 was declared Pandemic having an unprecedented impact on millions globally and economies worldwide.

The virus outbreak saw lockout across geographies effecting global economy, disrupting businesses and supply chains

world over. Nevertheless, your Company ensured the safety and well-being of employees, ensuring business continuity

while considering all the relevant guidelines.

The situation caused by COVID-19 pandemic continues to evolve and its impact on the working of the company is uncertain

as detailed in Note No. 53 of the accompanying financial statements.

geNeraL

Your Directors confirm that no disclosure or reporting is required in respect of the following items as there were no

transaction on these items during the year under review:-


1. Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going

concern status and Company’s operations in future.

3. Issue of Sweat Equity Shares.

4. There are no material changes and commitments affecting the financial position of the Company which have occurred

between the end of the financial year of the Company to which the financial statements relate and the date of the

report.

5. The Company is compliant of the applicable provisions of Secretarial Standards issued by the Institute of Company

Secretaries of India.

ackNoWLedgeMeNt

Your Company’s organizational culture upholds professionalism, integrity and continuous improvement across all

functions, as well as efficient utilization of the Company’s resources for sustainable and profitable growth.

Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company

at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support

received from the various Government Authorities, the Banks / Financial Institutions and other stakeholders such as,

members, customers and suppliers, among others. Your Directors also commend the continuing commitment and

dedication of the employees at all levels, which has been critical for the Company’s success. Your Directors look forward

to their continued support in future.

statutory r

eports

Place : New Delhi Dated : September 30, 2020

raj gandhi DirectorDIN No.: 00003649

Varun Jaipuria DirectorDIN: 02465412

for and on behalf of Board of directors of

rJ corP LiMited


aNNeXure – i

secretariaL audit rePortfor tHe fiNaNciaL Year eNded 31st MarcH, 2020

[Pursuant to section 204(1) of the companies act, 2013 and rule 9 of the companies (appointment and remuneration of Managerial Personnel) rules, 2014]

To,

The Members,

rJ corp Limited

(CIN: U62200DL1980PLC010262)

F-2/7, Okhla Industrial Area, Phase-1

New Delhi - 110020

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good

corporate practices by rJ corp Limited (hereinafter called the Company) which is an unlisted company. Secretarial

Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory

compliances and expressing our opinion thereon.

We report that-

a) Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to

express an opinion on these secretarial records based on our audit.

b) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about

the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that

correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide

a reasonable basis for our opinion.

c) We have not verified the correctness and appropriateness of the financial statements of the Company.

d) Wherever required, we have obtained the Management representation about the compliances of laws, rules and

regulations and happening of events etc.

e) The compliance of the provisions of the Corporate and other applicable laws, rules, regulation, standards is the

responsibility of the management. Our examination was limited to the verification of procedures on test basis.

f) The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or

effectiveness with which the management has conducted the affairs of the Company.

g) Some of the books and papers were verified through online means due to prevailing lockdown (COVID-19) and due

efforts have been made by the company to make available all the relevant documents & records and by the auditors

to conduct and complete the audit in aforesaid lockdown conditions.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records

maintained by the Company and also the information provided by the Company, its officers, agents and authorized

representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the company has, during

the audit period covering the financial year ended on 31st March, 2020 (“Audit Period”) complied with the statutory

provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place

to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the

company for the financial year ended on 31st March, 2020 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder: and


statutory r

eports

(iii) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct Investment and External Commercial Borrowings, wherever applicable;

We have also examined compliance with the applicable clauses of Secretarial Standards on Meetings of the Board of

Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India, which the Company

has generally complied with.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations

and Guidelines, to the extent applicable, as mentioned above.

(iv) The Company is engaged in the business of Trading in Shares, Securities, Debentures, Ice Cream, Shoes & Apparels

of ‘Nike’ brand, Apple Products and in investment activities. As informed by the Management, there is no specific law

applicable to the Company.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive

Directors, Non-Executive Directors and Independent Directors. No changes in the composition of the Board of Directors

that took place during the period under review.

As per Management representation, notices were given to all the Directors to schedule the Board Meetings. Further, as

per the Management Representation, agendas and detailed notes on agendas were provided to the Directors in advance

of the Meetings. We understand and as confirmed by the management that a system exists for seeking and obtaining

further information and clarifications on the agenda items before the meeting for meaningful participation at the meeting.

Board decisions are carried out with unanimous consent and therefore, no dissenting views were required to be captured

and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and

operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the shareholders of the Company have passed the following Special

Resolutions in the Annual General Meeting held on September 30, 2019:

• For alteration of Articles of Association of the Company pursuant to Section 14 of the Companies Act, 2013.

• For increasing the limit of granting loans, investments, guarantee or security of the Company up to Rs. 2,000 Crores

(Rupees Two Thousand Crores only) under section 185 of the Companies Act, 2013.

Further, the Board of Directors of the Company passed the following resolutions in its meeting held on September 23,

2019:

• For approving the issue of 4,760 equity shares on rights basis pursuant to the provisions of Section 62(1)(a) of the

Companies Act, 2013

• For approving the scheme of amalgamation of Pinnacle Infracon Limited, Anuj Traders Private Limited, Accor Solar

Energy Private Limited, Shabnam Properties Private Limited, Capital Towers Private Limited, D. J. Agri Industries

Private Limited, Snowpeak Enterprises Private Limited, Pinnacle Constructions Private Limited, Pinnacle Township

Private Limited, Pinnacle Town Planners Private Limited (collectively termed as “Transferor Companies”) with RJ

Corp Limited (“Transferee Company”) under sections 230 to 232 of the Companies Act, 2013. The said Scheme of

amalgamation has been approved by Hon’ble NCLT, New Delhi Bench vide its order dated June 08, 2020.

Place : New Delhi Dated : September 30, 2020

Vijay k. singhalPartner

CP No.:10385 M. No.: A21089

UDIN: A021089B000824595

For sanjay grover & associatesCompany Secretaries

Firm Registration No.: P2001DE052900


aNNeXure – ii

1. conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) conservation of energy

(i)the steps taken or impact on conservation of energy Replacement of CFL/FTL lamps with

LED lamps

(ii)the steps taken by the company for utilizing alternate sources of energy

-

(iii) the capital investment on energy conservation equipment’s -

b) technology absorption

(i) the efforts made towards technology absorption -

(ii)the benefits derived like product improvement, cost reduction, product development or import substitution

-

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

-

(a) the details of technology imported -

(b) the year of import; -

(c) whether the technology been fully absorbed -

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

-

(iv) the expenditure incurred on Research and Development -

c) foreign exchange earnings and outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Particulars 2019-20 2018-19

Foreign Exchange Earned (Inflow) 72.08 127.47

Foreign Exchange Paid (Outflow) - Nil

Place : New delhi dated : september 30, 2020


Varun Jaipuria DirectorDIN: 02465412


rJ corP LiMited


statutory r

eports

aNNeXure – iii

forM No. Mgt 9eXtract of aNNuaL returN

as on financial year ended on March 31, 2020

Pursuant to section 92 (3) of the companies act, 2013 and rule 12(1) of the company (Management & administration) rules, 2014

i. registratioN & otHer detaiLs:

1. CIN U62200DL1980PLC010262

2. Registration Date 01/03/1980

3. Name of the Company RJ Corp Limited

4. Category/Sub-category of the Company Public Company

5. Address of the Registered Office & contact details

F-2/7, Okhla Industrial Area, Phase – I, New Delhi – 110020; Tel. 0124 – 4643100 – 500

6. Whether listed company No

7. Name, Address & contact details of the Registrar & Transfer Agent, if any.

KFin Technologies Private LimitedSelenium Building, Tower-B, Plot No 31 & 32,Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddi, Telangana, India - 500 032Tel: +91 40 6716 2222; Fax: +91 40 2342 0814Email: [email protected]: www.kfintech.com

ii. PriNciPaL BusiNess actiVities of tHe coMPaNY (All the business activities contributing 10% or more of the

total turnover of the company shall be stated)

s. No.Name and description of main products /

servicesNic code of the Product/

service% to total turnover of the

company

1 Retail sale in specialized stores 5239 54.98 %

2 Lease Rental 6810 45.02 %

iii. ParticuLars of HoLdiNg, suBsidiarY aNd associate coMPaNies

s. No

Name and address of the company

ciN/gLN Holding / subsidiary/ associate

% of shares

held

applicable section

1

Wellness Holdings Limited,1003, Khalid Al Attar Tower, Sheikh Zayed Road, PO Box 71241, Dubai, UAE

Not Applicable Subsidiary 100.00% 2(87) (ii)

2 Devyani Food Industries Ltd.F-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020

U74899DL1991PLC046403 Subsidiary 99.92% 2(87) (ii)


3 Devyani International Ltd.F-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020

U15135DL1991PLC046758 Subsidiary 76.40% 2(87) (ii)

4 AccorBev (Telangana) Private Limited F-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020

U15500DL2008PTC183357 Subsidiary 100.00% 2(87) (ii)

5 Anuj Traders Private Limited *F-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020


6 Cryoviva Biotech Private LimitedF-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020


7 Modern Montessori International (I) Private Ltd.F-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020


8 Snowpeak Enterprises Private Limited* (formerly Mumbai Rockets Sports Private Limited)F-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020


9 S V S India Private Ltd.F-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020


10 Arctic International Private Ltd.St. Louis Business Centre, Cnr Desroches & St. Louis Streets, Port Louis, Mauritius


11 Cryoviva International Pte. Limited72, South Bridge Road, #01-00, MMI Building, Singapore

Not Applicable Subsidiary 56.00% 2(87)(ii)

12 Accor Developers (Private) Limited 93/1, Industrial Road, Kerawelapitiya, Wattala, Sri Lanka


13 Ole Marketing Private LimitedNo. 140, Low Level Road, Embulgana, Ranala, Sri Lanka


14 Cryoviva Singapore Pte. Limited350 Orchard Road, #08-00, Shaw House, Singapore (238868)


15 Reviva Cell Technologies Pte. Ltd.13A Mackenzie Road Singapore (228676)


s. No



% of shares

held

applicable section


statutory r

eports

16 Devyani Airport Services (Mumbai) P. Ltd. F-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020


17 Devyani Food Street Pvt. Ltd. F-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020


18 Devyani International (Nepal) Pvt. Ltd. Sinamangal, Koteshwar, W.No.35, Kathmandu, Nepal


19 RV Enterprises Pte. Ltd. 60 Robinson Road # 11-1, Bank of East Asia Building, Singapore 068892


20 Devyani International (Nigeria) Ltd. 110/114 Oshodi Apapa Expressway, Isolo, Lagos, Nigeria


21 Devyani International (UK) P. Ltd. 65 Delamere Road, Hayes, UB4 0NN, United Kingdom


22 Cryoviva Bangladesh Pvt. Ltd. (formerly Cryobanks Bangladesh Pvt. Ltd.)Dr. Lal Pathlabs Bangladesh, 152/2-F, Green Road Panthapath, Dhaka


23 Varun Developers P. Ltd. Ward No.35, Sinamangal Koteshwar, Kathmandu, Nepal


24 Varun Food & Beverages (Zambia) Ltd. Plot no. 37426, Mungwi Road, Heavy Industrial Area, Lusaka, P.O.Box 30007, Zambia


25 Varun Beverages (Africa) Ltd.1st Floor Aquarius House, City Centre, Lilongwe 3, BOX : 30636, Malawi, Africa


26 Varun Food & Beverages (Africa) Ltd. 1st Floor Aquarius House, City Centre, Lilongwe 3, BOX : 30636, Malawi, Africa


s. No



% of shares

held

applicable section


27 Varun Infrastructure (Zambia) Ltd. Plot no. 37426, Mungwi Road, Heavy Industrial Area, Lusaka, P.O. Box 30007, Zambia


28 Devyani Food Industries (Kenya) Limited49 Riverside Drive Nairobi, Republic of Kenya,Post office Box No. 55358-00200 Nairobi

Not Applicable Subsidiary

100.00%2(87)(ii)

29 Varun Beverages Ltd. F-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020

L74899DL1995PLC069839 Associate 27.69% 2(6)

30 Capital Infracon Private Ltd.F-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020

U70109DL2006PTC149697 Associate 49.50% 2(6)

31 Africare Ltd.L.R. No. 209/12961, Mombasa Road, P.O. Box 60293, 00200, Nairobi, Kenya

Not Applicable Associate 27.50% 2(6)

* Companies got merged with RJ Corp Ltd. vide NCLT order dated 8th June, 2020.

iV. sHare HoLdiNg PatterN (equity share capital Breakup as percentage of total equity)

i) category-wise share Holding

category of shareholders

No. of shares held at the beginning of the year

No. of shares held at the end of the year%

change during

the year

demat Physical total % of total

shares


shares

a. Promoters(1) Indian - - - - - - - - -a) Individual/HUF

2,11,960 - 2,11,960 99.99% 216,965 - 216,965 * 99.99% -

b) Central Govt./ State Govt.

- - - - - - - - -

c) Bodies Corporates

- - - - - - - - -

d) Bank/FI - - - - - - - - -e) Any other - - - - - - - - -suB totaL:(a) (1)

2,11,960 - 2,11,960 99.99% 216,965 - 216,965 99.99% -

(2) foreign

s. No



% of shares

held

applicable section


a) NRI- Individuals

- - - - - - - - -

b) Other Individuals

- - - - - - - - -

c) Bodies Corp. - - - - - - - - -d) Banks/FI - - - - - - - - -e) Any other - - - - - - - - -suB totaL (a) (2)

0 0 0 0 0 0 0 0 -

total shareholding of Promoter (a)= (a)(1)+(a)(2)

2,11,960 - 2,11,960 99.99% 216,965 - 216,965 99.99% -

B. Public shareholding(1) institutionsa) Mutual Funds - - - - - - - - -b) Banks/FI - - - - - - - - -C) Central Govt - - - - - - - - -d) State Govt. - - - - - - - - -e) Venture Capital Fund

- - - - - - - - -

f) Insurance Companies

- - - - - - - - -

g) FIIs - - - - - - - - -h) Foreign Venture

- - - - - - - - -

Capital Funds - - - - - - - - -i) Others (specify)

- - - - - - - - -

suB totaL (B)(1):

- - - - - - - - -

(2) Non institutionsa) Bodies corporates

- 25 25 0.01% - 15 15 ** 0.01% -

i) Indian - - - - - - - - -ii) Overseas - - - - - - - - -b) Individualsi) Individual shareholders holding nominal share capital uptoINR1 lakhs

- - - - - - - - -




change during

the year


shares


shares

statutory r

eports


ii) Individuals shareholders holding nominal share capital in excess of INR 1 lakhs

- - - - - - - - -

c) Others (specify)

- - - - - - - - -

suB totaL (B)(2):

- - - - - - - - -

total Public shareholding (B)= (B)(1)+(B)(2)

- - - - - - - - -

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

grand total (a+B+c)

2,11,960 25 2,11,985 100% 216,965 15 216,980 100% -

* Includes 245 Equity Shares allotted on 31st August, 2020 to shareholders of transferor companies pursuant to Merger of those Companies into RJ Corp Ltd. vide NCLT order dated 8th June, 2020, which was effective from the appointed dated i.e. 1st April, 2019.

** 10 Equity Shares held in the name of Shabnam Properties Pvt. Ltd. cancelled due to cross holding vide NCLT order dated 8th June, 2020, which was effective from the appointed dated i.e. 1st April, 2019.

(ii) shareholding of Promoters

sl No.

shareholder's Name

shareholding at the beginning of the year

shareholding at the end of the year

% change in share holding

during the year

No. of shares

%of total shares of the

company

%of shares Pledged /

encumbered to total shares

No. of shares

% of total shares of the

company

% of shares Pledged /

encumbered to total shares

1 Varun Jaipuria 19,751 9.31% 2,690 19,966 * 9.11% 2,690 -0.20%2 Dhara Jaipuria 2,243 1.06% - 2,251 ** 1.00% - -0.03%3 Devyani Jaipuria 5,511 2.60% - 5,519 *** 2.50% - -0.06%4 Ravi Kant Jaipuria &

Sons (HUF)1,84,455 87.01% 45,095 1,89,221

$87.20% 65,144 0.29%

total 211,960 99.99% 47,785 216,957 99.81% 67,834 -




change during

the year


shares


shares


* Includes 215 Equity Shares allotted on 31st August, 2020 to Mr. Varun Jaipuria vide NCLT order dated 8th June, 2020, which was effective from the appointed dated i.e. 1st April, 2019.

** Includes 8 Equity Shares allotted on 31st August, 2020 to Ms. Dhara Jaipuria vide NCLT order dated 8th June, 2020, which was effective from the appointed dated i.e. 1st April, 2019.

*** Includes 8 Equity Shares allotted on 31st August, 2020 to Ms. Devyani Jaipuria vide NCLT order dated 8th June, 2020, which was effective from the appointed dated i.e. 1st April, 2019.

$ Includes 6 Equity Shares allotted on 31st August, 2020 to Ravi Kant Jaipuria & Sons (HUF) vide NCLT order dated 8th June, 2020, which was effective from the appointed dated i.e. 1st April, 2019.

(iii) change in Promoters’ shareholding (please specify, if there is no change) –

sl. No.

Particulars


cumulative shareholding during the year

No. of shares% of total

shares of the company



1 Varun JaipuriaAt the beginning of the year 19,751 9.11% 19,751 9.11%Shares allotted due to Merger* 215 0.09% 19,966 9.20%At the end of the year 19,966 9.20% 19,966 9.20%

* 215 Equity Shares allotted on 31st August, 2020 to Mr. Varun Jaipuria vide NCLT order dated 8th June, 2020, which was effective from the appointed dated i.e. 1st April, 2019.

sl. No.

Particulars







2 dhara JaipuriaAt the beginning of the year 2243 1.00% 2243 1.00%Shares allotted due to Merger* 8 0.00% 2251 1.00%At the end of the year 2251 1.00% 2251 1.00%

* 8 Equity Shares allotted on 31st August, 2020 to Ms. Dhara Jaipuria vide NCLT order dated 8th June, 2020, which was effective from the appointed dated i.e. 1st April, 2019.

sl. No.

Particulars







3 devyani JaipuriaAt the beginning of the year 5511 2.50% 5511 2.50%Shares allotted due to Merger* 8 0.00% 5519 2.50%At the end of the year 5519 2.50% 5519 2.50%

* 8 Equity Shares allotted on 31st August, 2020 to Ms. Devyani Jaipuria vide NCLT order dated 8th June, 2020, which was effective from the appointed dated i.e. 1st April, 2019.

statutory r

eports


sl. No.

Particulars







4 ravi kant Jaipuria & sons (Huf)At the beginning of the year 1,84,455 85.01% 1,84,455 85.01%01.10.2019 – Shares allotted on rights issue basis

4,760 2.19% 189,215 87.20%

Shares allotted due to Merger* 6 0.00% 189,221 87.20%At the end of the year 189,221 87.20% 189,221 87.20%

* 6 Equity Shares allotted on 31st August, 2020 to Ravi Kant Jaipuria & Sons (HUF) vide NCLT order dated 8th June, 2020, which was effective from the appointed dated i.e. 1st April, 2019.

(iv) shareholding Pattern of top ten shareholders (other than directors, Promoters and Holders of gdrs and adrs):

sl. No.

Particulars







1 sellwell foods & Beverages Private LimitedAt the beginning of the year 5 0.00% 5 0.00%Increase/Decrease during the year -- -- 5 0.00%At the end of the year 5 0.00% 5 0.00%

sl. No.

Particulars







2 empire stocks Private LimitedAt the beginning of the year 10 0.00% 10 0.00%Increase/Decrease during the year -- -- 10 0.00%At the end of the year 10 0.00% 10 0.00%

sl. No.

Particulars







3 shabnam Properties Private LimitedAt the beginning of the year 10 0.00% 10 0.00%Increase/Decrease during the year -- -- 10 0.00%At the end of the year 0 0.00% 0 0.00%

* 10 Equity Shares held in the name of Shabnam Properties Pvt. Ltd. cancelled due to cross holding vide NCLT order dated 8th June, 2020, which was effective from the appointed dated i.e. 1st April, 2019.


sl. No.

Particulars







4 Vivek guptaAt the beginning of the year 0 0.00% 0 0.00%Shares allotted due to Merger* 5 0.00% 5 0.00%At the end of the year 5 0.00% 5 0.00%

* 5 Equity Shares allotted to Mr. Vivek Gupta on 31st August, 2020 vide NCLT order dated 8th June, 2020, which was effective from the appointed dated i.e. 1st April, 2019.

(v) shareholding of directors and key Managerial Personnel:

sl. No.

for each of the directors and kMP







1 Varun JaipuriaAt the beginning of the year 19,751 9.11% 19,751 9.11%Shares allotted due to Merger* 215 0.09% 19,966 9.20%At the end of the year 19,966 9.20% 19,966 9.20%

* 215 Equity Shares allotted on 31st August, 2020 to Mr. Varun Jaipuria vide NCLT order dated 8th June, 2020, which was effective from the appointed dated i.e. 1st April, 2019.

V. iNdeBtedNess

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

DepositsTotal

Indebtedness

indebtedness at the beginning of the financial yeari) Principal Amount 8,357.38 4,927.65 - 13,285.02 ii) Interest due but not paid

11.10 184.04 - 195.14

iii) Interest accrued but not due - - - - total (i+ii+iii) 8,368.48 5,111.69 - 13,480.17 change in indebtedness during the financial year* Addition 2,860.74 4,226.56 - 7,087.30 * Reduction -2,344.18 -8,473.01 - -10,817.18 Net Change 516.57 -4,246.45 - -3,729.88 indebtedness at the end of the financial yeari) Principal Amount 8,873.94 681.20 - 9,555.14 ii) Interest due but not paid 44.21 76.84 - 121.05 iii) Interest accrued but not due - - - - total (i+ii+iii) 8,918.16 758.04 - 9,676.19

statutory r

eports

(` in millions)


Vi. reMuNeratioN of directors aNd keY MaNageriaL PersoNNeL [Please insert the bifurcation of the remuneration paid to following directors of the company.]

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

sl. no. Particulars of remunerationVikas keshri,

Managertotal amount

1

Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

1.02 1.02

2 Stock Option - -3 Sweat Equity - -4 Commission

- as % of profit- others, please specify

- -

5 Others, please specify - -Total (A) 1.02 1.02Ceiling as per the Act N/A N/A

B. Remuneration to other directors:

sl. No Particulars of remuneration Name of directors total amount

1

Independent Directors Rashmi DhariwalDr. Girish Kumar Ahuja

Fee for attending board / committee meetings

0.30 0.30 0.60

Commission - - -Others, please specify - - -total (1) 0.30 0.30 0.60

2

Other Non-Executive Directors Ravi Kant Jaipuria

Varun Jaipuria Raj Gandhi total amount

Fee for attending board / committee meetings

- - - -

Commission - - - -Others, please specify - - - -Total (2) - - - -Total (B)=( 1 +2) 0.60Total Managerial Remuneration 0.60Overall Ceiling as per the Act Not Applicable


c. reMuNeratioN to keY MaNageriaL PersoNNeL otHer tHaN Md/MaNager/Wtd

si. No. Particulars of remuneration key Managerial Personnel

1

Gross salary cscfo

Lalit kumar singh

total

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

- 3.42 3.42

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - 0.16 0.16(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

- - -

2 Stock Option - - -3 Sweat Equity - - -4 Commission - - -

- as % of profit - - -- others, please specify - - -

5 Others, please specify - - -total - 3.58 3.58

Vii. PeNaLties / PuNisHMeNt/ coMPouNdiNg of offeNces:

typesection of the

companiesBrief description

details of Penalty/

Punishment/ compounding fees imposed

authority [rd/ NcLt/ court]

appeal made, if any (give details)

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil NilotHer officers iN defauLtPenalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil

statutory r

eports

Place : New delhi dated : september 30, 2020


Varun Jaipuria Director

DIN: 02465412


rJ corP LiMited

(` in millions)


To the Members of

rJ corp Limited

Report on the Standalone Financial Statements

opinion

We have audited the accompanying standalone financial statements of rJ corp Limited (“the Company”), which comprise the

Balance Sheet as at March 31, 2020, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement

of Changes in Equity, the statement of Cash Flows for the year ended 31 March, 2020 and a summary of the significant

accounting policies and other explanatory information (here after referred to as “Standalone Financial Statement”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone

financial statements give the information required by the Act in the manner so required and give a true and fair view in

conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act

read with the Companies (Indian Accounting Standard) Rules, 2015, as amended, and other accounting principles generally

accepted in India, of the state of affairs (financial position) of the Company as at 31st March 2020, and statement of its profit

and loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year

ended on that date.

emphasis of matter

We draw attention to Note No. 53 of the financial statements regarding the impact of COVID-19 pandemic on the Company.

Management is of the view that there are no reasons to believe that the pandemic will have any significant impact on the

ability of the company to continue as a going concern. Nevertheless, the impact in sight of evolvement of pandemic in future

period is uncertain.

Our opinion is not modified in respect of this matter.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies

Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of

the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics

issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit

of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled

our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

information other than the standalone financial statements and auditor’s report thereon

The Company’s Board of Directors is responsible for the preparation of other information. The other information comprises

the Director’s report and Management Discussion and Analysis of Annual report, but does not include the Standalone

Financial Statements and our report thereon. The Directors report and Management Discussion and Analysis of Annual report

is expected to be made available to us after the date of this auditor’s report.

Our opinion on the Standalone Financial Statements does not cover the other information and we will not express any form

of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information

identified above when it becomes available to us and, in doing so, consider whether the other information is materially

inconsistent with the Standalone Financial Statements or our knowledge obtained during the course of our audit, or otherwise

iNdePeNdeNt auditors’ rePort


appears to be materially misstated.

When we read such other information as and when made available to us and if we conclude that there is a material

misstatement therein, we are required to communicate the matter to those charged with governance.

Management’s responsibility for the standalone ind as financial statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the

Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial

position, financial performance, total comprehensive income, changes in equity and cash flows of the company in accordance

with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance

of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company

and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;

making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate

internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting

records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair

view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue

as a Going Concern, disclosing as applicable, matters related to Going Concern and using the going concern basis of accounting

unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do

so.

The Board of Directors are responsible for overseeing the Company’s financial reporting process.

auditor’s responsibilities for the audit of the standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the

basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism

throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud

or error audit procedures, design and perform responsive to those risks, and obtain audit evidence that is sufficient

and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from

fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control.

2. Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are

appropriate in the circumstances. Under section 143(3)(I) of the Act, we are also responsible for expressing our opinion

on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such

controls.

3. Evaluate the appropriateness of accounting policies used and the reasonable ness of accounting estimates and related

disclosures made by management.

financial statem

ents


4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt

on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required

to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such

disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the

date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going

concern.

5. Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures,

and whether the standalone financial statements represent the underlying transactions and events in a manner that

achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,

makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may

be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work

and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial

statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of

the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our

audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements

regarding independence, and to communicate with them all relationships and other matters that may reasonably be

thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most

significance in the audit of the standalone financial statements of the current period and are therefore the key audit

matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the

matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report

because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of

such communication.

report on other Legal and regulatory requirements

1. As required by the ‘Companies (Auditor’s Report) Order, 2016’, issued by the Central Government of India in terms of sub-

section (11) of section 143 of the Act (hereinafter referred to as the “Order”), we give in the Annexure ‘I’ a statement on

the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) we have sought and 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 account as required by law have been kept by the Company so far as it appears from

our examination of those books;

(c) the standalone financial statements dealt with by this report are in agreement with the books of account;


financial statem

ents

(d) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the

Act read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors and taken on record by the Board of Directors,

none of the directors is disqualified as on 31 March 2020 from being appointed as a director in terms of Section

164(2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the

operating effectiveness of such controls, refer to our separate report in “Annexure-2”. Our report expresses as

unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over

financial reporting.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of

section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid

by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

(h) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the

explanations given to us:

i. The company has disclosed in Note No. 37 the impact of pending litigations on its financial position it its standalone

financial statements;

ii. according to the information and explanations provided to us, the Company did not have any long-term contracts

including derivative contracts for which there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by

the Company.

Place: New delhidate: 30 september, 2020

For aPas & co.Chartered AccountantsFirm Registration No.: 000340C

(sumit kathuria)PartnerM No. 520078 UDIN: 20520078AAAAHS7484


annexure- 1 to the independent auditor’s report

(referred to in paragraph 1 under ‘report on other Legal and regulatory requirements’ section of our report

to the members of rJ corp Limited of even date)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of

the company and taking into consideration the information and explanations given to us and the books of account and other

records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

i) In respect of its fixed assets:

a) The company has maintained proper records showing full particulars, including quantitative details and situation of

fixed assets.

b) As explained to us, fixed assets have been physically verified by the management in a phased periodical manner,

which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. As informed to

us no material discrepancies were noticed on such physical verification.

c) The title deeds of all the immovable properties (which are included under the head ‘Property, plant and equipment’)

are held in the name of the company except for the following property:

Nature of property Whether leasehold /freehold

gross block as

on31 March

2020

Net block on31 March

2020

remarks (as per the information and explanation given to us by the

management)

Space in commercial complex, Mohali Mall

Freehold ` 60.00 million

` 56.20 million

Acquired in an amalgamation; registration is in process, will be done on completion of

relevant formalities.

Building (Commercial retail space acquired at Mumbai)

Freehold ` 850.49 million

` 850.41 million

Acquired in an amalgamation; registration is in process, will be done on completion of

relevant formalities.

ii) As explained to us physical verification has been conducted by the management at reasonable intervals in respect

of inventories of trading goods. We were explained that no material discrepancies have been noticed on physical

verification.

iii) As informed to us the company has granted unsecured loans to certain companies covered in the register maintained

under section 189 of the Companies Act 2013. In our opinion and according to information and explanation given to us:

a) the terms and conditions of the grant of such loans are not prejudicial to the Company’s interest;

b) the schedule of repayment of principal and payment of interest has not been stipulated. The borrowers are

regular in repayment of principal and payment of interest on demand.

c) there is no amount overdue for more than 90 days in respect of abovementioned loans.

iv) According to the information and explanations given to us, the company has complied with the provisions of Section

185 and 186, wherever applicable for loans, investments and guarantees.

v) According to the information and explanations given to us, the company has not accepted any deposits, in terms

of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant

provisions of the Companies Act 2013 and the rules framed there under.

vi) In respect of business activities of the company, maintenance of cost records has not been specified by the Central

Government under sub-section (l) of section 148 read with rules framed thereunder of the Companies Act 2013.

vii) a) As per information and explanations given to us, the company is regular in depositing undisputed statutory dues

including provident fund, employees’ state insurance, income-tax, sales-tax, GST, service tax, duty of customs, duty

of excise, value added tax, cess and any other statutory dues with the appropriate authorities except for delay in

some cases. As informed to us there are no outstanding statutory dues in arrears as at the last day of the financial

year concerned for a period of more than six months from the date they became payable.


financial statem

ents

b) According to the information and explanations given to us, following are the details of disputed dues:

Name of the statute Nature of the dues

amount (` in million) (Net of deposited

under dispute)

Period to which the amount

relates

forum where dispute is pending

Rajasthan Value Added Tax

Value added tax

0.61 A.Y. 2006-07 Rajasthan Tax Board

Maharashtra Value Added Tax

Value added tax

9.01 A.Y. 2013-14 to A.Y. 2015-16

Maharashtra Tax Board

Service tax Act Service Tax 132.94 April 2009 to March 2011

Custom, Central Excise and Service tax Appellate

Tribunal

Other than the details mentioned above and according to the information and explanations given to us, there are no

dues of Income tax, Sales tax, GST, Wealth tax, Service tax, Customs duty, Excise duty, Value added tax or Cess which

have not been deposited with the appropriate authorities on account of any dispute.

viii) The company has not defaulted in repayments of dues payable to a financial institution or a bank or debenture

holders during the year.

ix) As explained to us term loans obtained during the year were applied for the purpose for which the loans were

obtained by the company. The company has not raised any money during the year by way of initial or further public

offer.

x) Based upon the audit procedures performed and information and explanations given by the management, we report

that, no fraud by the Company or on the company by its officers or employees has been noticed or reported during

the course of our audit for the year ended 31.03.2020.

xi) Managerial remuneration has been paid and provided by the company in accordance with the requisite approvals

mandated by the provisions of section 197 of the Act read with Schedule V of the Companies Act 2013.

xii) The provisions of clause 3(xii) of the Order are not applicable as the company is not a Nidhi Company as specified in

the clause.

xiii) According to information and explanations given to us we are of the opinion that all related party transactions are

in compliance with the Section 177 and 188 of Companies Act 2013. Necessary disclosures have been made in the

financial statements as required by the applicable Indian Accounting Standards.

xiv) During the year, the company has issued equity shares on preferential allotment in compliance with the requirement

of Section 62 of the Companies Act, 2013 and so amount raised has been utilized for the purposes for which the funds

were raised.

xv) According to information and explanations given to us the Company has not entered into any non-cash transaction

with the director or any person connected with him during the year.

xvi) In our opinion, in view of its business activities, the company is not required to be registered under section 45IA of

Reserve Bank of India Act, 1934.





annexure 2 to the independent auditor’s report

(referred to in paragraph 2 (f) under ‘report on other Legal and regulatory requirements’ section of our report to the

Members of rJ corp Limited of even date)

report on the internal financial controls over financial reporting under clause (i) of sub-section 3 of section 143 of the

companies act, 2013 (“the act”)

In conjunction with our audit of the standalone financial statements of RJ Corp Limited (hereinafter referred to as “Company”)

as at and for the year ended March 31, 2020, we have audited the internal financial controls over financial reporting (‘IFCoFR’)

of the Company as at that date.

Management’s responsibility for internal financial controls

The Board of Directors of the Company are responsible for establishing and maintaining internal financial controls based

on the internal control over financial reporting criteria established by the respective Companies considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting

issued by the Institute of Chartered Accountants of India (“the ICAI”). These responsibilities include the design, implementation

and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient

conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention

and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of

reliable financial information, as required under the Act.

auditor’s responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting based on our audit. We

conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the

“Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under

Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards

and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether adequate internal financial controls over financial reporting was established and maintained and if

such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence

about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial

controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design

and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s

judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud

or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on

the internal financial controls system over financial reporting.

Meaning of internal financial controls over financial reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those

policies and procedures that;

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company;


(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are

being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of

the company’s assets that could have a material effect on the financial statements.

inherent Limitations of internal financial controls over financial reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion

or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.

Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to

the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

opinion

In our opinion, the company has, in all material respects, an adequate internal financial controls system over financial

reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2020, based

on the internal control over financial reporting criteria established by the company considering the essential components of

internal control stated in the Guidance Note on “Audit of Internal Financial Controls Over Financial Reporting” issued by the

Institute of Chartered Accountants of India.





staNdaLoNe BaLaNce sHeetas at 31 March 2020

Notes as at 31 March 2020

as at 31 March 2019

assets

Non-current assets

(a) Property, plant and equipment 4A 2,432.58 1,550.53

(b) Capital work in progress 4A 2.86 0.63

(c) Right of use assets 4B 365.35 -

(d) Goodwill (refer note 49) 5A 1,394.55 -

(e) Other intangible assets 5B 4.88 3.46

(f) Investment in subsidiaries and associates 6 7,322.62 7,945.77

(g) Financial assets

(i) Investments 7 3,649.61 6,463.19

(ii) Loans 8 78.34 67.19

(iii) Others 9 7.96 3.32

(h) Income tax assets 10 182.42 167.88

(i) Other non-current assets 11 18.73 43.97

total non-current assets 15,459.90 16,245.94

current assets

(a) Inventories 12 206.20 175.23

(b) Financial assets

(i) Trade receivables 13 0.38 0.45

(ii) Cash and cash equivalents 14 25.67 83.46

(iii) Loan 15 1,975.02 3,203.33

(iv) Others 16 79.03 141.52

(c) Other current assets 17 35.50 80.80

total current assets 2,321.80 3,684.79

total assets 17,781.70 19,930.73

equity and liabilities

equity

(a) Equity share capital 18 2.17 2.12

(b) Other equity 19

Equity contribution in compounded financial instruments 535.57 535.57

Reserve & surplus 6,876.08 9,070.45

total equity 7,413.82 9,608.14

(` in millions)

Particulars


(` in millions)

Liabilities

Non-current liabilities

(a) Financial liabilities

(i) Borrowings 20A 5,885.30 7,128.59

(ii) Lease liabilities 20B 322.36 -

(iii) Other financial liabilities 21 35.96 32.89

(b) Provisions 22 11.45 7.59

(c) Deferred tax liabilities (Net) 34 29.76 410.35

total non-current liabilties 6,284.83 7,579.42

current liabilities


(i) Borrowings 20D 377.64 92.77

(ii) Lease liabilities 20E 97.39 -

(iii) Trade payables 23

-Total outstanding dues of micro enterprises and small enterprises 0.81 0.29

-Total outstanding dues of creditors other than micro enterprises and small enterprises 80.84 68.91

(iv) Other financial liabilities 24 3,403.35 2,467.42

(b) Other current liabilities 25 122.82 113.64

(c) Provisions 22 0.20 0.14

total current liabilties 4,083.05 2,743.17

total liabilities 10,367.88 10,322.59

total equity and liabilities 17,781.70 19,930.73

Significant accounting policies 3

The accompanying notes are an integral part of the standalone financial statements

As per our report of even date attached.


as at 31 March 2019

Particulars

sumit kathuriaPartnerMembership No.: 520078

raj Pal gandhiDirectorDIN: 00003649

Lalit kumar singhChief Financial Officer

Varun JaipuriaDirectorDIN: 02465412

Mahavir Prasad gargCompany Secretary

For aPas & co.Chartered Accountants Firm Registration No.: 000340C

For and on behalf of the Board of directors of

rJ corp Limited

Place: New delhidate: 30 september 2020


staNdaLoNe stateMeNt of Profit aNd Lossfor the year ended 31 March 2020

Notes Year ended 31 March 2020

Year ended 31 March 2019

income

Revenue from operations 26 911.21 886.95

Other income 27 746.04 559.66

total income 1,657.25 1,446.61

expenses

Purchases of traded goods 28 435.40 404.09

Changes in inventories of traded goods 29 (30.97) (11.98)

Employee benefits expense 30 113.34 102.79

Finance costs 31 1,291.93 1,488.83

Depreciation and amortization expense 32 139.79 26.84

Other expenses 33 724.32 269.01

total expenses 2,673.81 2,279.58

Profit/(loss) before tax (1,016.56) (832.97)

tax expense

(a) Current tax 34 - -

(b) Adjustment of tax relating to earlier periods 0.68 -

(c) Deferred tax - -

total tax expense 0.68 -

Net profit/(loss) for the year (1,017.24) (832.97)

other comprehensive income

Items that will not to be reclassified to Statement of Profit and Loss:

(i) Re-measurement gains/(losses) on defined benefit plans (0.50) 1.08

(ii) Re-measurement of equity instrument at fair value/gain on sale of such instruments. (2,573.23) 1,259.71

(iii) Income tax relating to items that will not be reclassified to Statement of Profit and Loss 34 380.59 (61.93)

total other comprehensive income (2,193.14) 1,198.86

total comprehensive income for the year (3,210.38) 365.89

Earnings per equity share of face value of ` 10 each 36

Basic (`) (4,740.59) (4,298.55)

Diluted (`) (4,740.59) (4,298.55)




(` in millions)








rJ corp Limited



staNdaLoNe casH fLoW stateMeNtfor the year ended 31 March 2020



(indirect Method)

Particulas

a.

B.

c

(` in millions)

operating activities Profit/ (Loss) before tax (1,016.56) (832.97)adjustments to reconcile profit before tax to net cash flows: Depreciation on property, plant and equipment 28.20 25.69 Depreciation on right of use 110.07 - Amortisation of intangible assets 1.52 1.15 Interest income on items at amortised cost (253.88) (306.64)Excess provisions written back (0.53) (3.69)Dividend income from non-current investment (210.86) (139.72)Loss / (Gain) on remeasurment of equity instruments at FVTPL 2.46 1.67 Gain on sale of invesments/financial assets (net) (78.11) - Guarantee Commission income from subsidiary and associates (41.23) (15.92)Interest on items at amortised cost 1,291.93 1,488.83 Gain on derecognition of financial instruments (20.69) - Impairment of lnvestment in associate 9.83 - Impairment of loan to associate 533.23 - Loss on disposal of property, plant and equipment (net) 12.91 3.18 Unrealised foreign exchange fluctuation (130.64) (93.21)operating profit before working capital changes 237.65 128.37 Increase in inventories (30.97) (11.98)Decrease in trade receivables 0.07 19.66 Increase/(decrease) in current and non-current financial assets and other current and non-current assets (1,056.55) (55.20)(Increase)/decrease in current financial liabilities and other current and non-current liabilities and provisions 34.91 (21.50)total cash from operations (814.89) 59.35 Taxes (paid)/received (net of tax deducted at source) (15.22) 33.39 Net cash flows from operating activities (a) (830.11) 92.74

investing activities Purchase of property, plant and equipment and intangible assets (including adjustment on account of capital work-in-progress, capital advances and capital creditors) (23.84) (34.18)Purchase of investment (2,905.52) (443.61)Proceeds from sale of investment (net of expenses) 3,840.41 1,349.76 Proceeds from disposal of property, plant and equipment and intangible assets 1.06 0.03 Loans given (195.12) (1,039.31)Repayments of loan given - 25.13 Change in other bank balances having maturity more than 12 months (4.64) (0.05)Interest received 230.64 192.17 Dividend received 210.86 139.72 Net cash flows from/(used in) investing activities (B) 1,153.85 189.66

financing activities Proceeds from non-current borrowings 3,161.10 2,854.27 Repayment of non-current borrowings (3,424.36) (2,340.01)


(indirect Method)

Particulas Year ended 31 March 2020


(` in millions)

Non-current Borrowings current Borrowings

(` in millions)

Proceeds from issue of compulsorily convertible debentures - 650.00 Change in short-term borrowings 284.87 (250.36)Repayment of lease liabilities (136.53) - Proceeds from equity share capital 0.05 0.26 Securities premium 999.99 - Capital reserve - - Interest paid (1,280.33) (1,141.23)Net cash flows from/(used in) financing activities (c) (395.21) (227.07)

Net change in cash and cash equivalents (a+B+c) (71.47) 55.33 Add: Opening cash and cash equivalents 83.46 23.89 Add: Cash and cash equivalents acquired on amalgmation (refer note 49) 13.68 4.24 closing cash and cash equivalents (refer Note-14) 25.67 83.46

Notes :- a) amendment to iNd as 7 The amendments to IND AS 7 “ Statement of Cash Flows” requires the entities to provide disclosures that enable users of Financial Statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities to meet the disclosure requirement.

Balance as at 01st April 2019 9,466.64 92.77 Cash Flows (Net) (263.26) 284.87 Non cash changes Impact of fair value changes 36.28 - Balance as at 31st March 2020 9,239.66 377.64

Balance as at 01 April 2018 12,946.17 338.86 Cash Flows (Net) 1,159.99 (246.09)Non cash changes Conversion of CCPS and CCDS into Equity (5,058.80) - Impact of fair value changes 419.28 - Balance as at 31 March 2019 9,466.64 92.77

Figures in brackets indicate cash outflow.



Particulars








rJ corp Limited



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serv

e r

etai

ned

earn

ings

sum

it k

athu

ria

Part

ner

Mem

bers

hip

No.

: 520

078

raj

Pal

gan

dhi

Dir

ecto

r

DIN

: 000

0364

9

Lalit

kum

ar s

ingh

Chie

f Fin

anci

al O

ffice

r

Varu

n Ja

ipur

ia

Dir

ecto

r

DIN

: 024

6541

2

Mah

avir

Pra

sad

gar

g

Com

pany

Sec

reta

ry

For

aPa

s &

co.

Char

tere

d A

ccou

ntan

ts

Firm

Reg

istr

atio

n N

o.: 0

0034

0C

For

and

on b

ehal

f of t

he B

oard

of d

irec

tors

of

rJ

corp

Lim

ited

Pla

ce: N

ew d

elhi

dat

e: 3

0 s

epte

mbe

r 20

20

As

per

our

repo

rt o

f eve

n da

te a

ttac

hed.


1 corporate information

RJ Corp Limited (‘the Company’) was incorporated on

01st March 1980. The Company is primarily engaged

in the business of Trading in Shares, Securities,

Debentures, Ice cream, Shoes & Apparels of ‘Nike’

and ‘Rookie’ brand, Apple Products and in investment

activities.

2 Basis for preparation

The financial statements of the Company have been

prepared in accordance with Indian Accounting

Standard (‘Ind AS’) and comply with requirements of

Ind AS, stipulations contained in Schedule III (revised)

as applicable under Section 133 of the Companies Act,

2013 (“the Act”), the Companies (Indian Accounting

Standards) Rules, 2015 as amended from time to time

and other pronouncements/ provisions of applicable

laws. These financial statements are authorised for

issue on 30 September, 2020 in accordance with a

resolution of the Board of Directors. The revision to

financial statements are permitted by Board of Directors

after obtaining necessary approvals or at the instance

of regulatory authorities as per provisions of Companies

Act, 2013.

The financial statements have been prepared on a

historical cost basis, except for the following assets and

liabilities which have been measured at fair value:

i. Derivative financial instruments;

ii. Certain financial assets and liabilities measured

at fair value (refer accounting policy regarding

financial instruments);

iii. Defined benefit plans- plan assets measured at fair

value; and

The Company presents assets and liabilities in

the balance sheet based on current/non-current

classification. An asset is treated as current if it satisfies

any of the following conditions:

i. Expected to be realised or intended to sold or

consumed in normal operating cycle;

ii. Held primarily for the purpose of trading;

iii. Expected to be realised within twelve months after

the reporting period;

iv. Cash or cash equivalent unless restricted from

being exchanged or used to settle a liability for at

least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current if it satisfies any of the following

conditions:

i. It is expected to be settled in normal operating

cycle;

ii. It is held primarily for the purpose of trading;

iii. It is due to be settled within twelve months after the

reporting period, or;

iv. There is no unconditional right to defer the

settlement of the liability for at least twelve months

after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-

current assets and liabilities.

The operating cycle is the time between the acquisition of

assets for processing and its realisation in cash and cash

equivalents. The Company has identified twelve months as

its operating cycle.

The financial statements of the Company are presented

in Indian Rupees (`), which is also its functional currency

and all amounts disclosed in the financial statements and

notes have been rounded off to the nearest million as per

the requirement of Schedule III to the Act, unless otherwise

stated.

3 significant accounting policies

3.1 fair value measurements

The Company measures financial instruments at

fair value which is the price that would be received

to sell an asset or paid to transfer a liability in an

orderly transaction between market participants at

the measurement date. The fair value measurement is

based on the presumption that the transaction to sell

suMMarY of sigNificaNt accouNtiNg PoLicies aNd otHer eXPLaNatorY iNforMatioN oN tHe staNdaLoNe

fiNaNciaL stateMeNts for tHe Year eNded 31 MarcH 2020




the asset or transfer the liability takes place either:

• Intheprincipalmarketfortheassetorliability,or

• In the absence of a principalmarket, in themost

advantageous market for the asset or liability.

All assets and liabilities for which fair value is measured

or disclosed in the financial statements are categorised

within the fair value hierarchy, described as follows,

based on the lowest level input that is significant to the

fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active

markets for identical assets or liabilities;

Level 2 - Valuation techniques for which the lowest level

input that is significant to the fair value measurement is

directly or indirectly observable; and

Level 3 - Valuation techniques for which the lowest level

input that is significant to the fair value measurement is

unobservable.

The Company uses valuation techniques that are

appropriate in the circumstances and for which sufficient

data are available to measure fair value, maximising the

use of relevant observable inputs and minimising the

use of unobservable inputs. For assets and liabilities

that are recognised in the balance sheet on a recurring

basis, the Company determines whether transfers

have occurred between levels in the hierarchy by re-

assessing categorisation (based on the lowest level

input that is significant to the fair value measurement

as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company

has determined classes of assets and liabilities on the

basis of the nature, characteristics and risks of the

asset or liability and the level of the fair value hierarchy

as explained above.

3.2 revenue recognition

Revenue is recognised to the extent that it is probable

that the economic benefits will flow to the Company

and the revenue can be reliably measured, regardless

of when the payment is being made. The Company has

concluded that it is the principal in all of its revenue

arrangements since it is the primary obligor in all the

revenue arrangements as it has pricing latitude and is

also exposed to inventory and credit risks. Revenue is

measured at the fair value of the consideration received

or receivable, taking into account contractually defined

terms of payment and excludes taxes/duties collected

on behalf of the government.

a) sale of goods:

Revenue from the sale of goods is recognised when the

significant risks and rewards of ownership of the goods

have passed to the buyer, usually on delivery of the

goods. Revenue from the sale of goods is measured at

the fair value of the consideration received or receivable,

net of returns and allowances, trade discounts and

volume rebates. Excise duty is a levy on manufacture

irrespective of ultimate sale of goods and hence the

recovery of excise duty flows to the Company on its own

account. Accordingly, revenues from sale of goods are

stated gross of excise duty. GST, sales tax and value

added tax (VAT) are not received by the Company on its

own account but collected on behalf of the government

and accordingly, are excluded from revenue.

b) interest:

Interest income is recognised on time proportion

basis taking into account the amount outstanding and

rate applicable. For all debt instruments measured

at amortised cost, interest income is recorded using

the effective interest rate (“EIR”). EIR is the rate that

exactly discounts the estimated future cash payments

or receipts over the expected life of the financial

instrument or a shorter period, where appropriate, to

the gross carrying amount of the financial assets. When

calculating the effective interest rate, the Company

estimates the expected cash flows by considering

all the contractual terms of the financial instrument

(for example, prepayment, extension, call and similar

options) but does not consider the expected credit

losses. Interest income is included in other income in

the Statement of Profit and Loss.




c) dividends:

Dividend is recognised when the Company’s right to

receive the payment is established, which is generally

when shareholders approve the dividend.

d) commission:

Commission income is recognised rateably over the

contract period as per the agreed contractual terms.

e) services rendered:

Revenue from service related activities is recognised

as and when services are rendered and on the basis of

contractual terms with the parties.

3.3 inventories

Inventories are valued as follows:

i. traded goods - At lower of cost and net realisable value.

Cost represents purchase price and other direct costs

and is determined on a weighted average cost basis.

Net realisable value is the estimated selling price in the

ordinary course of business, less estimated costs of

completion and estimated costs necessary to make the

sale. Provision for obsolescence is determined based

on management’s assessment and is charged to the

Statement of Profit and Loss.

3.4 Property, plant and equipment

Property, plant and equipment and capital work-

in progress are stated at cost, net of accumulated

depreciation and accumulated impairment losses, if

any. Such cost includes the cost of replacing part of the

plant and equipment and borrowing costs for long-term

construction projects if the recognition criteria are met.

Cost comprises the purchase price, borrowing costs

if capitalization criteria are met and any directly

attributable cost of bringing the asset to its working

condition for the intended use. Any trade discounts and

rebates are deducted in arriving at the purchase price.

The cost of an item of property, plant and equipment

shall be recognised as an asset if, and only if:

a) it is probable that future economic benefits

associated with the item will flow to the entity; and

b) the cost of the item can be measured reliably.

Subsequent expenditure related to an item of property,

plant and equipment is added to its book value only if

it increased the future benefits from the existing asset

beyond its previously assessed standard of performance.

All other expenses on existing assets, including day- to-

day repair and maintenance expenditure and cost of

replacing parts, are charged to the Statement of Profit

and Loss for the period during which such expenses are

incurred. Expenditure directly relating to construction

activity is capitalized. Indirect expenditure incurred

during construction period is capitalized as a part of

indirect construction cost to the extent the expenditure

is related to construction or is incidental thereto. Other

indirect costs incurred during-the construction periods

which are not related to construction activity nor are

incidental thereto are charged to the Statement of Profit

and Loss.

Value for individual assets acquired for a consolidated

price, the consideration is apportioned to the various

assets on a fair value basis as determined by competent

valuers.

The management has estimated, supported by

technical assessment, the useful lives of property,

plant and equipment. The management believes that

these estimated useful lives are realistic and reflect

fair approximation of the period over which the assets

are likely to be used. Depreciation is calculated on a

straight-line basis over the estimated useful lives of the

assets as follows:

a) depreciation on tangible fixed assets

Depreciation on tangible fixed assets is calculated

based on useful lives of assets as prescribed under

the Schedule II to the Companies Act, 2013, except

for leasehold improvements where depreciation is

calculated on straight line basis over the lease period.




b) amortisation of intangible assets

Amortisation of intangible assets is provided on the

straight-line basis, at the rates representing the

estimated useful lives.

description rate of amortisation

Software 20%

3.5 intangible assets

Intangible assets are initially recognised at:

a) In case the assets are acquired separately then at cost,

b) In case the assets are acquired in a business

combination then at fair value.

Following initial recognition, intangible assets are

carried at cost less any accumulated amortisation and

accumulated impairment loss. Intangible assets with

finite useful life are assessed for impairment whenever

there is an indication that the intangible assets may be

impaired.

Goodwill is an asset representing the future economic

benefits arising from other assets acquired in a business

combination that are not individually identified and

separately recognized. Goodwill is initially measured

at cost, being the excess of consideration transferred

over the net identifiable assets acquired and liabilities

assumed, measured in accordance with Ind AS 103,

‘Business Combinations’.

Goodwill is considered to have indefinite useful life

and hence is not subject to amortization but tested for

impairment at least annually. After initial recognition,

goodwill is measured at cost less any accumulated

impairment losses.

3.6 Borrowing costs

Borrowing costs include interest, amortisation

of ancillary costs incurred in connection with the

arrangement of borrowings and exchange differences

arising from foreign currency borrowings to the extent

they are regarded as an adjustment to the interest

cost. Borrowing costs, if any, directly attributable to

the acquisition, construction or production of an asset

that necessarily takes a substantial period of time to get

ready for its intended use or sale are capitalized, if any.

All other borrowing costs are expensed to the Statement

of Profit and Loss in the period in which they occur.

3.7 Leases

Accounting policy applicable from 1 April 2019 onwards:

The Company as a lessee

Right of use assets and lease liabilities

(The transition approach has been explained and

disclosed in Note 41)

The Company mainly has lease arrangements for retail

stores and warehouse spaces. The Company considers

whether a contract is, or contains a lease. A lease is

defined as ‘a contract, or part of a contract, that conveys

the right to use an asset (the underlying asset) for a

period of time in exchange for consideration’.

Classification of leases

The Company enters into leasing arrangements for

various assets. The assessment of the lease is based on

several factors, including, but not limited to, transfer of

ownership of leased asset at end of lease term, lessee’s

option to extend/purchase etc.

Recognition and initial measurement

At lease commencement date, the Company recognizes

a right-of-use asset and a lease liability on the balance

sheet. The right-of-use asset is measured at cost, which

is made up of the initial measurement of the lease

liability, any initial direct costs incurred by the Company,

an estimate of any costs to dismantle and remove the

asset at the end of the lease (if any), and any lease

payments made in advance of the lease commencement

date (net of any incentives received).

Subsequent measurement

The Company depreciates the right-of-use assets on a

straight-line basis from the lease commencement date

to the earlier of the end of the useful life of the right-of-

use asset or the end of the lease term. The Company

also assesses the right-of-use asset for impairment

when such indicators exist.


At lease commencement date, the Company measures

the lease liability at the present value of the lease

payments unpaid at that date, discounted using the

interest rate implicit in the lease if that rate is readily

available or the Company’s incremental borrowing rate.

Lease payments included in the measurement of the

lease liability are made up of fixed payments (including

in substance fixed payments) and variable payments

based on an index or rate. Subsequent to initial

measurement, the liability will be reduced for payments

made and increased for interest. It is re-measured to

reflect any reassessment or modification, or if there are

changes in-substance fixed payments.

When the lease liability is re-measured, the

corresponding adjustment is reflected in the right-

of-use asset. The Company has elected to account for

short-term leases and leases of low-value assets using

the practical expedients. Instead of recognizing a right-

of-use asset and lease liability, the payments in relation

to these are recognized as an expense in standalone

statement of profit and loss on a straight-line basis over

the lease term.

In the comparative period, as a lessee, the Company

classified leases that transferred substantially all of

the risks and rewards of ownership as finance leases.

Leases of property, plant and equipment in which

significant portion of risks and rewards of ownership

were not transferred were classified as operating

leases. In determining the appropriate classification, the

substance of the transaction rather than the form was

considered. In case, the lease arrangement includes

other consideration, it was separated at the inception of

the lease arrangement or upon a reassessment of the

lease arrangement into those for the lease and those for

other elements on the basis of their relative fair values.

Lease classification was made at the inception of the

lease. Lease classification was changed only if, at any

time during the lease, the parties to the lease agreement

agree to revise the terms of the lease (without renewing

it) in a way that it would have been classified differently,

had the changed terms been in effect at inception. The

revised agreement involves renegotiation of original

terms and conditions and were accounted prospectively

over the remaining term of the lease. Lease payments

Lease payments in respect of assets taken on operating

lease are charged to the profit or loss on a straight line

basis over the period of the lease unless the payments

are structured to increase in line with the expected

general inflation to compensate the lessor’s expected

inflationary cost increase.

The Company as a lessor

When the Company acts as a lessor, it determines at

lease inception whether each lease is a finance lease or

an operating lease. To classify each lease, the Company

makes an overall assessment of whether the lease

transfers substantially all of the risks and rewards

incidental to ownership of the underlying asset. If this

is the case, then the lease is a finance lease; if not, then

it is an operating lease. As part of this assessment, the

Company considers certain indicators such as whether

the lease is for the major part of the economic life of the

asset.

When the Company is an intermediate lessor, it

accounts for its interests in the head lease and the sub-

lease separately. It assesses the lease classification

of a sub-lease with reference to the right-of-use asset

arising from the head lease, not with reference to the

underlying asset. If a head lease is a short-term lease

to which the Company applies the exemption described

above, then it classifies the sub-lease as an operating

lease.

The Company recognises lease payments received

under operating leases as income on a straightline

basis over the lease term as part of ‘other income’.

The accounting policies applicable to the Company as a

lessor in the comparative period were not different from

Ind AS 116.

3.8 employee benefits

Contribution to provident and other funds

Retirement benefit in the form of provident fund is a

defined contribution scheme. The Company has no

obligation, other than the contribution payable to the

provident fund. The Company recognises contribution

payable to the provident fund scheme as an expense,






when an employee renders the related service. If the

contribution payable to the scheme for service received

before the balance sheet date exceeds the contribution

already paid, the deficit payable to the scheme is

recognised as a liability after deducting the contribution

already paid. If the contribution already paid exceeds

the contribution due for services received before the

balance sheet date, then excess is recognised as an

asset to the extent that the pre-payment will lead to,

for example, a reduction in future payment or a cash

refund.

Gratuity

Gratuity is a defined benefit scheme. The cost of

providing benefits under the defined benefit plan is

determined using the projected unit credit method. The

Company recognises termination benefit as a liability

and an expense when the Company has a present

obligation as a result of past event, it is probable that

an outflow of resources embodying economic benefits

will be required to settle the obligation and a reliable

estimate can be made of the amount of the obligation.

If the termination benefits fall due more than twelve

months after the balance sheet date, they are measured

at present value of future cash flows using the discount

rate determined by reference to market yields at the

balance sheet date on government bonds.

Re-measurements, comprising actuarial gains and

losses, the effect of the asset ceiling, excluding amounts

included in net interest on the net defined benefit liability

and the return on plan assets (excluding amounts

included in net interest on the net defined benefit

liability), are recognised immediately in the balance

sheet with a corresponding debit or credit to retained

earnings through OCI in the period in which they occur.

Re-measurements are not reclassified to profit or loss

in subsequent periods.

Past service costs are recognised in Statement of Profit

and Loss on the earlier of:

• Thedateoftheplanamendmentorcurtailment,and

• The date that the Company recognises related

restructuring cost

Net interest is calculated by applying the discount rate

to the net defined benefit liability or asset.

The Company recognises the following changes in the

net defined benefit obligation as an expense in the

Statement of Profit and Loss:

• Service costs comprising current service costs,

past-service costs, gains and losses on curtailments

and non-routine settlements; and

• Netinterestexpenseorincome

Compensated absences

The Company treats accumulated leave expected to

be carried forward beyond twelve months, as long-

term employee benefit which are computed based on

the actuarial valuation using the projected unit credit

method at the period end. Actuarial gains/losses are

immediately taken to the Statement of Profit and

Loss and are not deferred. The Company presents the

leave as a current liability in the balance sheet to the

extent it does not have an unconditional right to defer

its settlement for twelve months after the reporting

date. Where Company has the unconditional legal and

contractual right to defer the settlement for a period

beyond twelve months, the balance is presented as a

non-current liability.

Accumulated leave, which is expected to be utilized

within the next twelve months, is treated as short term

employee benefit. The Company measures the expected

cost of such absences as the additional amount that it

expects to pay as a result of the unused entitlement that

has accumulated at the reporting date.

All other employee benefits payable/available within

twelve months of rendering the service are classified as

short-term employee benefits. Benefits such as salaries,

wages, bonus, etc. are recognised in the Statement of

Profit and Loss in the period in which the employee

renders the related service.

3.9 foreign currency transactions and translations

Transactions in foreign currencies are initially recorded

in the reporting currency, by applying to the foreign

currency amount the exchange rate between the




reporting currency and the foreign currency at the date

of the transaction.

Foreign currency monetary items are reported using

the closing rate. Non-monetary items which are carried

in terms of historical cost denominated in a foreign

currency are reported using the exchange rate at the

date of the transaction.

Exchange differences arising on the settlement of

monetary items or on restatement of the Company’s

monetary items at rates different from those at which

they were initially recorded during the year, or reported

in previous financial statements, are recognised as

income or as expenses in the year in which they arise.

3.10 Business combination and goodwill

Business combinations are accounted for using the

acquisition method. At the acquisition date, identifiable

assets acquired and liabilities assumed are measured

at fair value. For this purpose, the liabilities assumed

include contingent liabilities representing present

obligation and they are measured at their acquisition

date fair values irrespective of the fact that outflow

of resources embodying economic benefits is not

probable. The consideration transferred is measured at

fair value at acquisition date and includes the fair value

of any contingent consideration. However, deferred

tax asset or liability and any liability or asset relating

to employee benefit arrangements arising from a

business combination are measured and recognized in

accordance with the requirements of Ind AS 12, Income

Taxes and Ind AS 19, Employee Benefits, respectively.

Where the consideration transferred exceeds the

fair value of the net identifiable assets acquired and

liabilities assumed, the excess is recorded as goodwill.

Alternatively, in case of a bargain purchase wherein the

consideration transferred is lower than the fair value

of the net identifiable assets acquired and liabilities

assumed, the Company after assessing fair value of all

identified assets and liabilities, record the difference as

a gain in other comprehensive income and accumulate

the gain in equity as capital reserve. The costs of

acquisition excluding those relating to issue of equity or

debt securities are charged to the Statement of Profit

and Loss in the period in which they are incurred.

In case of business combinations involving entities

under common control, the above policy does not apply.

Business combinations involving entities under common

control are accounted for using the pooling of interests

method. The net assets of the transferor entity or

business are accounted at their carrying amounts on the

date of the acquisition subject to necessary adjustments

required to harmonise accounting policies. Any excess

or shortfall of the consideration paid over the share

capital of transferor entity or business is recognised as

capital reserve under equity.

goodwill

Goodwill is an asset representing the future economic

benefits arising from other assets acquired in a business

combination that are not individually identified and

separately recognized. Goodwill is initially measured at

cost, being the excess of the consideration transferred

over the net identifiable assets acquired and liabilities

assumed, measured in accordance with Ind AS 103,

‘Business Combinations’.

Goodwill is considered to have indefinite useful life

and hence is not subject to amortization but tested for

impairment at least annually. After initial recognition,

goodwill is measured at cost less any accumulated

impairment losses.

For the purpose of impairment testing, goodwill acquired

in a business combination, is from the acquisition date,

allocated to each of the Company’s cash generating units

(CGUs) that are expected to benefit from the combination.

A CGU is the smallest identifiable group of assets that

generates cash inflows that are largely independent of

the cash inflows from other assets or group of assets.

Each CGU or a combination of CGUs to which goodwill

is so allocated represents the lowest level at which

goodwill is monitored for internal management purpose

and it is not larger than an operating segment of the

Company.

A CGU to which goodwill is allocated is tested for

impairment annually, and whenever there is an

indication that the CGU may be impaired, by comparing




the carrying amount of the CGU, including the goodwill,

with the recoverable amount of the CGU. If the

recoverable amount of the CGU exceeds the carrying

amount of the CGU, the CGU and the goodwill allocated

to that CGU is regarded as not impaired. If the carrying

amount of the CGU exceeds the recoverable amount of

the CGU, the Company recognizes an impairment loss

by first reducing the carrying amount of any goodwill

allocated to the CGU and then to other assets of the CGU

pro-rata based on the carrying amount of each asset in

the CGU. Any impairment loss on goodwill is recognized

in the Statement of Profit and Loss. An impairment loss

recognized for goodwill is not reversed in subsequent

periods.

On disposal of a CGU to which goodwill is allocated, the

goodwill associated with the disposed CGU is included

in the carrying amount of the CGU when determining the

gain or loss on disposal.

3.11 income taxes

Tax expense is the aggregate amount included in the

determination of profit or loss for the period in respect

of current tax and deferred tax.

current income tax

Current income tax is measured at the amount expected

to be paid to the tax authorities in accordance with the

Income-tax Act, 1961 and rules thereunder. Current

income tax assets and liabilities are measured at the

amount expected to be recovered from or paid to the

taxation authorities. The tax rates and tax laws used

to compute the amount are those that are enacted or

substantively enacted, at the reporting date. Current

income tax relating to items recognised outside profit or

loss is recognised outside profit or loss (either in OCI or

in equity).

Current tax items are recognised in correlation to the

underlying transaction either in OCI or directly in equity.

Management periodically evaluates positions taken

in the tax returns with respect to situations in which

applicable tax regulations are subject to interpretation

and establishes provisions where appropriate.

deferred tax

Deferred tax is provided using the liability method

on temporary differences between the tax bases of

assets and liabilities and their book bases. Deferred tax

liabilities are recognised for all temporary differences,

the carry forward of unused tax credits and any unused

tax losses. Deferred tax assets are recognised to

the extent that it is probable that taxable profit will

be available against which the deductible temporary

differences, and the carry forward of unused tax credits

and unused tax losses can be utilised. Deferred tax

assets and liabilities are measured at the tax rates

that are expected to apply in the year when the asset

is realised or the liability is settled, based on tax rates

(and tax laws) that have been enacted or substantively

enacted at the reporting date.

Deferred tax relating to items recognised outside profit

or loss is recognised outside profit or loss. Deferred tax

items are recognised in correlation to the underlying

transaction either in OCI or directly in equity.

The carrying amount of deferred tax assets is reviewed

at each reporting date and reduced to the extent that it

is no longer probable that sufficient taxable profit will

be available to allow all or part of the deferred tax asset

to be utilised. Unrecognised deferred tax assets are

re-assessed at each reporting date and are recognised

to the extent that it has become probable that future

taxable profits will allow the deferred tax asset to be

recovered.

Deferred tax assets and deferred tax liabilities are offset

if a legally enforceable right exists to set off current tax

assets against current tax liabilities and the deferred

taxes relate to the same taxable entity and the same

taxation authority.

Minimum Alternate Tax (“MAT”) credit is recognised as

an asset only when and to the extent there is convincing

evidence that the relevant members of the Company will

pay normal income tax during the specified period. Such

asset is reviewed at each reporting period end and the

adjusted based on circumstances then prevailing.




3.12 segment reporting

Operating segments are reported in a manner

consistent with the internal reporting provided to the

chief operating decision maker, who is responsible for

allocating resources and assessing performance of

the operating segments. The business activities of the

Company predominantly fall within a single operating

segment, i.e., trading of goods.

3.13 impairment of non-financial assets

The Company assesses, at each reporting date, whether

there is an indication that an asset may be impaired.

If any indication exists, or when annual impairment

testing for an asset is required, the Company estimates

the asset’s recoverable amount. An asset’s recoverable

amount is the higher of an asset’s or cash-generating

unit’s (CGU) fair value less costs of disposal and its

value in use. Recoverable amount is determined for an

individual asset, unless the asset does not generate

cash inflows that are largely independent of those from

other assets or groups of assets.

When the carrying amount of an asset or CGU exceeds its

recoverable amount, the asset is considered impaired

and is written down to its recoverable amount.

In assessing value in use, the estimated future cash

flows are discounted to their present value using a

pre-tax discount rate that reflects current market

assessments of the time value of money and the risks

specific to the asset. In determining fair value less costs

of disposal, recent market transactions are taken into

account. If no such transactions can be identified, an

appropriate valuation model is used. These calculations

are corroborated by valuation multiples, quoted share

prices for publicly traded Company’s or other available

fair value indicators.

The Company bases its impairment calculation on

detailed budgets and forecast calculations, which are

prepared separately for each of the Company’s CGUs

to which the individual assets are allocated. These

budgets and forecast calculations generally cover a

period of five years. For longer periods, a long-term

growth rate is calculated and applied to project future

cash flows after the fifth year. To estimate cash flow

projections beyond periods covered by the most recent

budgets/forecasts, the Company extrapolates cash flow

projections in the budget using a steady or declining

growth rate for subsequent years, unless an increasing

rate can be justified. In any case, this growth rate does

not exceed the long-term average growth rate for the

products, industries, or country or countries in which

the entity operates, or for the market in which the asset

is used.

Impairment losses of continuing operations, including

impairment on inventories, are recognised in the


An assessment is made at each reporting date to

determine whether there is an indication that previously

recognised impairment losses no longer exist or have

decreased. If such indication exists, the Company

estimates the asset’s or CGU’s recoverable amount. A

previously recognised impairment loss is reversed only

if there has been a change in the assumptions used to

determine the asset’s recoverable amount since the last

impairment loss was recognised. The reversal is limited

so that the carrying amount of the asset does not exceed

its recoverable amount, nor exceed the carrying amount

that would have been determined, net of depreciation,

had no impairment loss been recognised for the asset

in prior years. Such reversal is recognised in the

Statement of Profit and Loss unless the asset is carried

at a revalued amount, in which case, the reversal is

treated as a revaluation increase.

3.14 financial instruments

A financial instrument is any contract that gives rise to

a financial asset of one entity and a financial liability or

equity instrument of another entity.

financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value

plus, in the case of financial assets not recorded at fair

value through profit or loss, transaction costs that are

attributable to the acquisition of the financial asset.




For purposes of subsequent measurement, financial

assets are classified as follows:

a) Debt instruments at amortised cost

A ‘debt instrument’ is measured at the amortised cost

where the asset is held within a business model whose

objective is to hold assets for collecting contractual cash

flows; and contractual terms of the asset give rise to

cash flows on specified dates that are solely payments

of principal and interest.

After initial measurement, such financial assets are

subsequently measured at amortised cost using the

EIR method. Amortised cost is calculated by taking into

account any discount or premium on acquisition and

fees or costs that are an integral part of the EIR. The

interest income from these financial assets is included

in finance income in the Statement of Profit and Loss.

The losses arising from impairment are recognised in

the Statement of Profit and Loss. This category generally

applies to trade and other receivables.

b) Debt instruments at Fair Value Through Other

Comprehensive Income

Assets that are held for collection of contractual

cashflows and for selling the financial assets, where

the cash flow represent solely payments of principal

and interest, are measured at fair value through other

comprehensive income (“FVOCI”). The Company has not

designated any debt instrument in this category.

c) Debt instruments at Fair Value Through Profit or Loss

Fair Value Through Profit or Loss (“FVTPL”) is a residual

category for debt instruments. Any debt instrument,

which does not meet the criteria for categorisation as at

amortized cost or as FVTOCI, is classified as at FVTPL.

In addition, the Company may elect to designate a debt

instrument which otherwise meets amortized cost or

FVTOCI criteria, as at FVTPL. However, such election

is allowed only if doing so reduces or eliminates a

measurement or recognition inconsistency (referred to

as ‘accounting mismatch’).

Debt instruments included within the FVTPL category

are measured at fair value with all changes recognised

in the Statement of Profit and Loss. The Company has

not designated any debt instrument in this category.

d) Equity instruments

All equity investments in scope of Ind AS 109 are

measured at fair value. Equity instruments included

within the FVTPL category are measured at fair value

with all changes recognised in the Statement of Profit

and Loss.

For all other equity instruments, the Company may

make an irrevocable election to present in other

comprehensive income subsequent changes in the

fair values. The Company makes such election on an

instrument-by-instrument basis. The classification is

made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument

as at FVTOCI, then all fair value changes on the

instrument, excluding dividends, are recognised in the

OCI. There is no recycling of the amounts from OCI to

profit or loss, even on sale of investment. However,

the Company may transfer the cumulative gain or loss

within equity.

De-recognition

A financial asset is derecognised when the contractual

rights to receive cash flows from the asset have expired

or the Company has transferred its rights to receive the

contractual cash flows from the asset in a transaction

in which substantially all the risks and rewards of

ownership of the asset are transferred.

Impairment of financial assets

The Company measures the Expected Credit Loss

(“ECL”) associated with its assets based on historical

trends, industry practices and the general business

environment in which it operates. The impairment

methodology applied depends on whether there

has been a significant increase in credit risk. ECL

impairment loss allowance (or reversal) recognised

during the period is recognised as income/ expense in

the Statement of Profit and Loss under the head ‘other

expenses’.




financial liabilities


Financial liabilities are classified, at initial recognition, as

financial liabilities at fair value through profit or loss, loans

and borrowings, payables, or as derivatives designated as

hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value

and, in the case of loans and borrowings and payables, net

of directly attributable transaction costs.

The Company’s financial liabilities include trade and other

payables, loans and borrowings including bank overdrafts

and derivative financial instruments.


The measurement of financial liabilities depends on their

classification, as described below:

a) Financial liabilities at FVTPL

Financial liabilities at FVTPL include financial liabilities

held for trading and financial liabilities designated upon

initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if

they are incurred for the purpose of repurchasing in the

near term.

This category includes derivative financial instruments

entered into by the Company that are not designated as

hedging instruments in hedge relationships as defined

by Ind AS 109.

Financial liabilities designated upon initial recognition

at fair value through profit or loss are designated

as such at the initial date of recognition, and only if

the criteria in Ind AS 109 are satisfied. For liabilities

designated as FVTPL, fair value gains/ losses are

recognised in the Statement of Profit and Loss, except

for those attributable to changes in own credit risk,

which are recognised in OCI. These gains/ loss are not

subsequently transferred to the Statement of Profit and

Loss.

b) Financial liabilities at amortised cost

After initial recognition, financial liabilities designated

at amortised costs are subsequently measured at

amortised cost using the EIR method. Gains and losses

are recognised in Statement of Profit and Loss when the

liabilities are derecognised as well as through the EIR

amortisation process.

Amortised cost is calculated by taking into account any

discount or premium on acquisition and fees or costs

that are an integral part of the EIR. The amortisation is

included as finance costs in the Statement of Profit and

Loss.

De-recognition

A financial liability is derecognised when the obligation

under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another

from the same lender on substantially different terms,

or the terms of an existing liability are substantially

modified, such an exchange or modification is treated

as the de-recognition of the original liability and the

recognition of a new liability. The difference in the

respective carrying amounts is recognised in the


Offsetting of financial instruments

Financial assets and financial liabilities are offset

and the net amount is reported in the balance sheet

if there is a currently enforceable legal right to offset

the recognised amounts and there is an intention to

settle on a net basis, to realise the assets and settle the

liabilities simultaneously.

3.15 investment in subsidiaries and associates

An investor, regardless of the nature of its involvement

with an entity (the investee), shall determine whether it

is a parent by assessing whether it controls the investee.

An investor controls an investee when it is exposed, or

has rights, to variable returns from its involvement with

the investee and has the ability to affect those returns

through its power over the investee.

Thus, an investor controls an investee if and only if the

investor has all the following:

a) power over the investee;

b) exposure, or rights, to variable returns from its

involvement with the investee; and




c) the ability to use its power over the investee to

affect the amount of the investor’s returns.

An associate is an entity over which the Company

has significant influence. Significant influence is the

power to participate in the financial and operating

policy decisions of the investee, but not control or joint

control over those policies. The considerations made in

determining significant influence are similar to those

necessary to determine control over subsidiaries.

The Company has elected to recognise its investments

in subsidiary and associate companies at cost in

accordance with the option available in Ind AS 27,

‘Separate Financial Statements’. Except where

investments accounted for at cost shall be accounted

for in accordance with Ind AS 105, ‘Non-current Assets

Held for Sale and Discontinued Operations’, when they

are classified as held for sale.

Investment carried at cost is tested for impairment as

per Ind-AS 36.

3.16 Non-current assets and liabilities classified as held

for sale

Non-current assets classified as held for sale are

presented separately in the Balance Sheet and measured

at the lower of their carrying amounts immediately prior

to their classification as held for sale and their fair value

less costs to sell. Once classified as held for sale, the

assets are not subject to depreciation or amortisation.

Any gain or loss arises on remeasurement or sale is

included in Statement of Profit and Loss

3.18 cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise

cash at banks and on hand, cheques on hand and short-

term deposits with an original maturity of three months

or less, which are subject to an insignificant risk of

changes in value. For the purpose of the statement of

cash flows, cash and cash equivalents consist of cash

and short-term deposits, as defined above.

3.19 Provisions

Provisions are recognised when the Company has a

present obligation (legal or constructive) as a result of

a past event, it is probable that an outflow of resources

embodying economic benefits will be required to settle

the obligation and a reliable estimate can be made of the

amount of the obligation. When the Company expects

some or all of a provision to be reimbursed, for example,

under an insurance contract, the reimbursement is

recognised as a separate asset, but only when the

reimbursement is virtually certain. The expense relating

to a provision is presented in the Statement of Profit and

Loss, net of any reimbursement.

If the effect of the time value of money is material,

provisions are discounted using a current pre-tax rate

that reflects, when appropriate, the risks specific to the

liability. When discounting is used, the increase in the

provision due to the passage of time is recognised as a

finance cost.

3.20 contingent liabilities

A contingent liability is a possible obligation that arises

from past events whose existence will be confirmed

by the occurrence or non–occurrence of one or more

uncertain future events beyond the control of the

Company or a present obligation that is not recognised

because it is not probable that an outflow of resources

will be required to settle the obligation. A contingent

liability also arises in extremely rare cases where there

is a liability that cannot be recognised because it cannot

be measured reliably. The Company does not recognize

a contingent liability but discloses its existence in

the financial statements. Contingent assets are only

disclosed when it is probable that the economic benefits

will flow to the entity.

3.21 earnings per share

Basic earnings/ (loss) per share are calculated by

dividing the net profit or loss for the year attributable to

equity shareholders by the weighted average number of

equity shares outstanding during the year. The weighted

average number of equity shares outstanding during

the year is adjusted for events, other than conversion of

potential equity shares, that have changed the number

of equity shares outstanding without a corresponding

change in resources.




For the purpose of calculating diluted earnings/(loss) per

share, the net profit or loss for the period attributable to

equity shareholders and the weighted average number

of shares outstanding during the period are adjusted for

the effects of all dilutive potential equity shares.

3.22 significant management judgement in applying

accounting policies and estimation uncertainty

The preparation of the Company’s financial statements

requires management to make judgements, estimates

and assumptions that affect the reported amounts

of revenues, expenses, assets and liabilities, and

the accompanying disclosures, and the disclosure

of contingent liabilities at the date of the financial

statements. Estimates and assumptions are

continuously evaluated and are based on management’s

experience and other factors, including expectations of

future events that are believed to be reasonable under

the circumstances.

Uncertainty about these assumptions and estimates

could result in outcomes that require a material

adjustment to the carrying amount of assets or liabilities

affected in future periods.

In particular, the Company has identified the following

areas where significant judgements, estimates and

assumptions are required. Further information on

each of these areas and how they impact the various

accounting policies are described below and also in the

relevant notes to the financial statements. Changes in

estimates are accounted for prospectively.

i) Judgements

In the process of applying the Company’s accounting

policies, management has made the following

judgements, which have the most significant effect on

the amounts recognised in the financial statements:

a) contingencies

Contingent liabilities may arise from the ordinary course

of business in relation to claims against the Company,

including legal, contractor, land access and other

claims. By their nature, contingencies will be resolved

only when one or more uncertain future events occur

or fail to occur. The assessment of the existence, and

potential quantum, of contingencies inherently involves

the exercise of significant judgments and the use of

estimates regarding the outcome of future events.

b) recognition of deferred tax assets

The extent to which deferred tax assets can be

recognised is based on an assessment of the probability

that future taxable income will be available against

which the deductible temporary differences and tax

loss carry-forward can be utilised. The Company has

not recognized deferred tax assets because it is not

probable that there will future taxable profit against

which which the deductible temporary differences, and

the carry forward of unused tax credits and unused tax

losses can be utilised

ii) estimates and assumptions

The key assumptions concerning the future and other

key sources of estimation uncertainty at the reporting

date that have a significant risk of causing a material

adjustment to the carrying amounts of assets and

liabilities within the next financial year, are described

below. The Company based its assumptions and

estimates on parameters available when the financial

statements were prepared. Existing circumstances and

assumptions about future developments, however, may

change due to market change or circumstances arising

beyond the control of the Company. Such changes are

reflected in the assumptions when they occur.

a) useful lives of depreciable assets

The Company reviews its estimate of the useful lives of

depreciable assets at each reporting date, based on the

expected utility of the assets.

b) defined benefit obligation

The cost of the defined benefit plan and other post-

employment benefits and the present value of such

obligation are determined using actuarial valuations.

An actuarial valuation involves making various

assumptions that may differ from actual developments

in the future. These include the determination of the

discount rate, future salary increases, mortality rates




and future pension increases. In view of the complexities involved in the valuation and its long-term nature, a defined

benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting

date.

c) inventories

The Company estimates the net realisable values of inventories, taking into account the most reliable evidence available

at each reporting date. The future realisation of these inventories may be affected by future technology or other market-

driven changes that may reduce future selling prices.

d) impairment of non-financial assets and goodwill

In assessing impairment, Company estimates the recoverable amount of each asset or cash-generating units based on

expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions

about future operating results and the determination of a suitable discount rate.

e) fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured based

on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model.

The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree

of judgment is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk,

credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial

instruments.


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(` in millions)

(` in millions)

(` in millions)

(` in millions)

Notes forMiNg Part of tHe staNdaLoNe fiNaNciaL stateMeNts for tHe Year eNded 31 MarcH 2020

i. asset under construction/ capital work in progress

Capital work in progress as at 31st March 2020 comprised capital expenditure mainly for the set up of new stores of

Nike and Rookie.

Net Book Value 31.03.2020 31.03.2019Capital work-in-progress 2.86 0.63 total 2.86 0.63

4B right-of- use assets

Particulars right-of- use Leasehold Buildings

Balance as at 1 april 2019 518.72 Additions during the year 7.19 Derecognition during the year (59.30)Balance as at 31st March 2020 466.61 accumulated depreciation and impairment lossesBalance as at 1 april 2019 - Depreciation for the year 110.07 Impairment charge for the year - Derecognition during the year (8.81)Balance as at 31st March 2020 101.26 carrying amount (net)Net carrying value as at 31 March 2019 - Net carrying value as at 31 March 2020 365.35

5a. goodwill

Particulars amountgross carrying amountBalance as at 01 April 2019 - Aquired during the year (refer note 49) 1,394.55 Balance as at 31 March 2020 1,394.55 amortisation and impairmentBalance as at 01 April 2019 - Amortisation charge for the year - Balance as at 31 March 2020 - carrying amount as at 31 March 2020 1,394.55

totalgross carrying amountBalance as at 01 April 2018 - Aquired during the year - Balance as at 31 March 2019 - amortisation and impairmentBalance as at 01 April 2018 - Amortisation charge for the year - Balance as at 31 March 2019 - carrying amount as at 31 March 2019 -



5B. intangible assets

computer software

total

gross carrying amountBalance as at 01 April 2019 12.36 12.36 Additions for the year 2.94 2.94 Disposals for the year - - Balance as at 31 March 2020 15.30 15.30 amortisation and impairmentBalance as at 01 April 2019 8.90 8.90 Amortisation charge for the year 1.52 1.52 Reversal on disposal of assets for the year - - Balance as at 31 March 2020 10.42 10.42 carrying amount as at 31 March 2020 4.88 4.88

computer software

total

gross carrying amountBalance as at 01 April 2018 10.50 10.50 Additions for the year 1.86 1.86 Disposals for the year - - Balance as at 31 March 2019 12.36 12.36 amortisation and impairmentBalance as at 01 April 2018 7.75 7.75 Amortisation charge for the year 1.15 1.15 Reversal on disposal of assets for the year - - Balance as at 31 March 2019 8.90 8.90 carrying amount as at 31 March 2019 3.46 3.46

6. investments in subsidiaries and associates

Particulars

face value per shares/

debenture in `

31.03.2020 31.03.2019Number of

shares/ debentures

Value Number of shares/

debentures

Value

investment in subsidiaries (unquoted)in equity shares (at cost)Wellness Holdings Limited 100 AED 250,000 451.58 250,000 451.58 Cryoviva Biotech Private Limited 10 17,492,540 131.90 17,492,540 131.90 Cryoviva International PTE Limited-Singapore

1 SGD 280 0.01 280 0.01

Arctic International (Mauritius) Private Limited

1 USD 500,002 19.78 500,002 19.78

Devyani Foods Industries Limited 10 12,490,100 436.15 12,490,080 436.15 Devyani International Limited 10 81,114,607 1,721.76 81,108,607 1,721.70 Diagno Labs India Private Limited# 10 - - 19,993,800 199.96 Modern Montessorie ( India) International Private Limited

10 627,500 3.01 627,500 3.01

(` in millions)

(` in millions)

(` in millions)



Snowpeak Enterprises Private Limited^

100 - - - -

Anuj Traders Private Limited^ 10 - - - - AccorBev (Telangana) Private Limited (net of Provision for diminution in value of investment)

10 10,000 - 10,000 -

SVS ( India ) Private Limited 100 36,000 5.01 36,000 5.01 Accor Developers Private Limited 100 SLR 535,725 23.44 535,725 23.44 Alisha Retail Private Lmited# 10 - - 19,990,400 199.90 investment in associates (unquoted)in equity shares (at cost)Lineage Healthcare Limited# 10 - - 24,800 0.25 Parkview City Limited 10 228,000 2.28 228,000 2.28 Capital Infracon Private Limited 10 990,000 6.91 990,000 6.91 Ratnakar Foods & Beverages Private Limited*

10 - - 5,000 0.05

Africare Limited (net of provision for impairment)**

100 KSHS 550 - 550 0.03

Agarwal Cold Drinks Private Limited*

10 - - 2,500 0.03

investment in equity shares in subsidiary (at cost ) (quoted)Varun Beverages Limited 10 79,933,517 4,451.48 55,822,345 4,663.10 other investment in subsidiary-equity contribution of guarantee given on behalf of :Alisha Retail Private Lmited# - 26.65 Diagno Labs India Private Limited# - 22.19 Devyani Food Industries Limited 57.19 - -other equity contribution in subsidiaryDevyani Food Industries Limited 12.12 - other investment in associates-equity contribution of guarantee given on behalf of :Africare Limited (net of provision for impairment)**

- 9.80

Lineage Healthcare Limited# - 22.04 total 7,322.62 7,945.77 Aggregate book value of quoted investments

4,451.48 4,663.10

Aggregate market value of quoted investments

42,320.80 48,378.44

Aggregate value of unquoted investments

2,871.14 3,282.66

Particulars


debenture in `

31.03.2020 31.03.2019Number of

shares/ debentures


debentures

Value

(` in millions)



* Investment has been written off due to disolutiion of company during the finacial year 2019-20.

** For provision for impairment refer note no 52.

# During the year, the Company has divested its entire equity holdings in Diagno Labs India Private Limited, Lineage

healthcare Limited and Alisha Retail Private Limited which included existing holdings alongwith shares subscribed during

the year of these companies amounting to Rs. 800, Rs. 249.50 and Rs. 800 respectively. Consequently, the difference

between the carrying value of investment including the equity contribution of financial guarantee recognised in previous

years and sales consideration, has been charged to profit and loss account.

^The investment has been cancelled due to merger of companies as per the order of Hon’ble National Company Law

Tribunal, Special Bench, New Delhi which is effective from 01 April 2019. However the actual transfer is effected wef

30/06/2020 i.e. the date of filing of the order of Hon’ble National Company Law Tribunal, Special Bench, New Delhi with

Registrar of Companies. Acquisitions of businesses of the companies under common control are accounted using the

Pooling of Interest Method as per Ind AS 103 – Business Combinations as on 01 April 2018 at their respective carrying

values. (refer note 49)

For details towards pledge of some of above shares refer note no. 20 C

7. investments

Particulars


debenture in `

31.03.2020 31.03.2019Number of

shares/ debentures


debentures

Value

investment in equity shares (unquoted) (at fair value through oci) "Global Health Private Limited (Formerly Dr. Naresh Trehan and Associates Health Services Private Limited)"

10 2,000,000 1,011.76 2,000,000 1,029.06

Shabnam Properties Private Limited^

10 - - 15,680 3.44

Empire Stocks Private Limited 10 1,900 0.01 1,900 0.01 Sellwell Foods & Beverages Private Limited

10 - - 2,000 0.02

Pinnacle Infracon Limited^ 10 - - 100 0.00

investment in equity shares (quoted) (at fair value through oci) Lemon Tree Hotels Limited 10 32,427,784 713.41 53,427,784 4,308.95 Caiptal India Finance Limited 10 3,811,320 323.96 3,811,320 514.53

investment in equity shares (quoted) (at fair value through profit & loss) Cosmo Films Limited 10 110 0.02 110 0.02 Cosmo Ferrites Limited 10 200,000 0.62 200,000 2.96 Jaykay Enterprises Limited 1 9,877 0.03 9,877 0.06 J.K.Cement Limited 10 2,233 2.09 2,233 1.94 Jamna Auto Industries Limited 5 6,900 0.16 1,380 0.09 Pasupati Acrylon Limited 10 45 0.00 45 0.00 Rama Vision Limited 10 33,100 0.11 33,100 0.19 Welcure Drugs Limited 10 28,900 0.01 28,900 0.02 ICICI Bank Limited 2 4,950 1.60 4,500 1.80

(` in millions)



Aravali Securities and Finance Limited

10 25,000 0.07 25,000 0.10

Reliance Industries Limited 10 4 0.00 2 0.00

in compulsorily convertible debentures in subsidiary (at amortised cost)5 Year compulsorily convertible debentures (fully Paid up)Devyani Food Industries Ltd. 1000 1,000,000 995.76 - -

in compulsorily convertible debentures in associate (at amortised cost)6 Year compulsorily convertible debentures (fully Paid up)Parkview City Limited 1000 600,000 600.00 600,000 600.00

total 3,649.61 6,463.19 Aggregate book value of quoted investments

1,042.09 4,830.65

Aggregate market value of quoted investments

1,042.09 4,830.65

Aggregate value of unquoted investments

2,607.54 1,632.53

For details towards pledge of some of above shares refer note no. 20C




Registrar of Companies. (refer note 49)

8. Loans

as at 31.03.2020

as at 31.03.2019

Loans carried at amortised cost(Unsecured, considered good)Security Deposit 78.34 67.19

78.34 67.19

9. others

as at 31.03.2020

as at 31.03.2019

financial assets at amortised costBank deposit accounts with more than 12 months maturity 7.96 3.32

7.96 3.32

10. income tax assets

as at 31.03.2020

as at 31.03.2019

Income tax assets 182.42 167.88 182.42 167.88

Particulars


debenture in `

31.03.2020 31.03.2019Number of

shares/ debentures


debentures

Value

(` in millions)

(` in millions)

(` in millions)

(` in millions)


11. other non-current assets

as at 31.03.2020

as at 31.03.2019

(unsecured, considered good)Capital advances 6.04 1.17 Advances other than capital advances- Security deposits 3.07 3.12 - Balance with statutory authorities (includes amount paid under protest) 9.62 8.00 - Prepaid expenses 0.00 31.68

18.73 43.97

12. inventories

as at 31.03.2020

as at 31.03.2019

(valued at lower of cost or net realisable value)Traded goods 206.20 175.23

206.20 175.23

13. trade receivables

as at 31.03.2020

as at 31.03.2019

Unsecured, considered good 0.38 0.45 0.38 0.45

14. cash and cash equivalents

(also for the purpose of cash flow statement)

as at 31.03.2020

as at 31.03.2019

Balance with banks in current accounts 24.00 82.72 Cheques on hand 1.03 - Cash on hand 0.64 0.74

25.67 83.46

15. Loans

as at 31.03.2020

as at 31.03.2019

Loans carried at amortised costLoan to related parties 2,508.25 2,110.42 Less : Provision for impairment (refer note 52) 533.23 -

1,975.02 2,110.42 Loan to others - 1,092.91

1,975.02 3,203.33 Loans to related parties pertain to amounts due from company in which director of the company is a director :--Africare limited 533.23 497.86 -Cryoviva International PTE Limited 259.26 245.68 -Wellness Holdings Limited 223.68 168.28


(` in millions)

(` in millions)

(` in millions)

(` in millions)

(` in millions)



Loan to other related parties--Arctic International Private Limited 1,355.50 1,198.59 -Capital Infracon Private Limited 136.57 -

16. other financial assets

as at 31.03.2020

as at 31.03.2019

(unsecured, considered good)Interest accrued on:-Loan given 63.69 130.69 -Term deposits 0.26 0.21 -Others 0.00 - Other receivables 15.08 10.62

79.03 141.52 interest accured include amount due by subsidiary/ associates companies :--Parkview City Limited - 64.80 -Capital Infracon Private Limited 14.74 - -Devyani Food Industries Limited 47.95 -

17. other current assets

as at 31.03.2020

as at 31.03.2019

(unsecured, considered good)other advances :-Employees 0.74 0.43 -Contractors and suppliers (net of provision for doubtful advances 19.70, previous year Nil)

2.56 20.22

-Prepaid expenses 3.03 2.63 -Balance with statutory/government authorities 28.77 7.32 -Security deposits - 50.00 -Advances to subsidiaries/associates 0.40 0.20

35.50 80.80

advance to subsidiary include amount due by following subsidiary/associate companies :--AccorBev Telangana Private Limited 0.40 0.20 security deposits include amount due by following subsidiary companies :--Lineage Healthcare Limited - 50.00

as at 31.03.2020

as at 31.03.2019

(` in millions)

(` in millions)

(` in millions)


18. equity share capital

as at 31.03.2020

as at 31.03.2019

authorised share capital1,287,800,000 (March 31, 2019: 1,281,850,000) equity shares of ` 10 each 12,878.00 12,818.50

12,878.00 12,818.50 issued, subscribed and fully paid-up216,745 (March 31, 2019: 212,005) equity shares of ` 10 each 2.17 2.12 Add : Equity Share Suspense Account 0.00 0.00 Note : 245 equity shares (March 31 2019 : 20) of ` 10 each are to be alloted as fully paid up for consideration other than cash and 10 equity shares (31 March 2019 : Nil) are to be cancelled pursuant to scheme of amalgamation as duly approved by Hon'ble National Company Law Tribunal, Special Bench, New Delhi.

2.17 2.12

a) reconciliation of share capital

Particulars No. of shares amount (`)Balance as at 01 April 2019 212,005 2,120,050 Add: Share to be alloted on amalgamation (net of cancellation) other than common control entities (refer note 49)

215 2,150

Add: Additions made on due to exercise of right shares# 4,760 47,600 Balance as at 31 March 2020 216,980 2,169,800

Particulars No. of shares amount (`)Balance as at 01 April 2018 187,820 1,878,200 Add: Share to be alloted on amalgamation (net of cancellation) for common control entities (refer note 49)

20 200

Add: Additions made on conversion of compulsorily convertible debentures into equity shares*

10,031 100,310

Add: Additions made on conversion of compulsorily convertible preference shares into equity shares**

14,134 141,340

Balance as at 31 March 2019 212,005 2,120,050

#During the year, the Company has allotted 4,760 equity shares of face value of ` 10 each at an issue price of ` 210,095

each on right issue. These shares are pari-passu with the existing equity shares of the company, in all respects.

*During the previous year, the Company has allotted 10,031 equity shares of face value of ` 10 each at an issue price of `

209,355 each on conversion of compulsorily convertible debentures. These shares are pari-passu with the existing equity

shares of the company, in all respects.

**During the previous year, the Company has allotted 14,134 equity shares of face value of ` 10 each at an issue price

of ` 209,355 each on conversion of compulsorily convertible preference shares. These shares are pari-passu with the

existing equity shares of the company, in all respects.

b) terms/rights attached to shares

The Company has only one class of equity shares having a par value of ` 10 each. Each holder of equity share is entitled

to one vote per share. In the event of liquidation of the Company, holders of equity shares will be entitled to receive any of

the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion

(` in millions)

(` in millions)

(` in millions)



to the number of equity shares held by the shareholders. The dividend, if any, proposed by the Board of Directors is

subject to the approval of the shareholders in the ensuing Annual General Meeting.

c) List of shareholders holding more than 5% of the equity share capital of the company at the beginning and at the end

of the year:

shareholders as at 31 March 2020 No. of shares %Ravi Kant Jaipuria & Sons (HUF) 189,221 87.21%Mr. Varun Jaipuria 19,966 9.20%

shareholders as at 31 March 2019 No. of shares %Ravi Kant Jaipuria & Sons (HUF) 184,455 87.01%Mr. Varun Jaipuria 19,751 9.32%

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

shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of

shares.

d) aggregate number of equity shares issued as bonus, shares issued for consideration other than cash and shares

bought back during the period of five years immediately preceding the reporting date:

During the year ended 31 March 2018, the company has alloted 63796 equity shares of ` 10 each as fully paid up for

consideration other than cash pursuant to scheme of amalgamation as duly approved by Hon’ble National Company Law

Tribunal, Special Bench, New Delhi.

During the year ended 31 March 2020, 235 equity shares (net of cancellation)of ` 10 each are to be alloted as fully paid up

for consideration other than cash pursuant to scheme of amalgamation as duly approved by Hon’ble National Company

Law Tribunal, Special Bench, New Delhi.

Further the company has not issued any bonus shares during the last preceding 5 years.

e) Preference share capital

The Company also has authorised preference share capital of 18,000,000 (31 March 2019: 18,000,000) preference

shares of `100 each. During the previous year, the Company has allotted 14,134 equity shares of face value of ` 10 each

at an issue price of ` 209,355 each on conversion of 8,999,950 compulsorily convertible preference shares of ` 100

each.

19. other equity

Particulars as at 31.03.2020

as at 31.03.2019

capital reserveBalance at the beginning of the reporting year 2,215.12 2,216.45 Add : Transferred Due to merger (refer note 49) 100.94 (1.33)Balance at the end of the reporting year 2,316.06 2,215.12

general reserveBalance at the beginning of the reporting year 41.78 41.78 Add : Transferred during the reporting year - - Balance at the end of the reporting year 41.78 41.78

(` in millions)



securities premium reserveBalance at the beginning of the reporting year 5,658.95 600.13 Add: Additions made on conversion of compulsorily convertible debentures into equity shares

- 2,099.94

Add: Additions made on conversion of compulsorily convertible preference shares into equity shares

- 2,958.88

Add: Additions made persuant to exercise of right issue 1,000.00 - Balance at the end of the reporting year 6,658.95 5,658.95

surplus in the statement of profit and lossBalance at the beginning of the reporting year (2,564.00) (2,369.82)Amount transferred on amalgamation of common control entities (refer note 49) 0.00 (1.00)Transitional impact on adoption of Ind AS 116 applying modified retrospective approach (refer note 41)

(84.93) -

Add: Profit for the reporting year (1,017.24) (832.97)(3,666.17) (3,203.79)

add: items of other comprehensive income (''oci'') recognised directly in retained earningsRemeasurement of post-employment benefit obligation, net of tax (0.50) 1.08 add: gain/(loss) on disposal of equity instrument transfrred from oci 1,230.18 638.71 Balance at the end of the year (2,436.49) (2,564.00)

re-measurement of equity instrument at fair value/gain on sale of such instruments (net of deferred tax)Balance at the beginning of the reporting year 3,718.59 3,159.52 Add: Re-measurement during the year (net of tax) (2,192.64) 1,197.78 Less : transferred to retained earnings on disposal of equity investments (1,230.18) (638.71)

295.77 3,718.59 reserve & surplus 6,876.08 9,070.45

equity contribution in compounded financial instruments 535.57 535.57 7,411.65 9,606.02

description of nature and purpose of each reserve:

capital reserve - Created on account of merger of companies pursuant to and in accordance with the court approved

scheme of amalgamation.

general reserve - Created by way of transfer of surplus for statement of profit and loss. The reserve is to be utilised in

accordance with the provisions of the Act.

securities premium reserve - Created to record the premium on issue of shares. The reserve is to be utilised in

accordance with the provisions of the Act.

retained earnings - Created from the profit / loss and other comprehensive income (OCI) of the Company, as adjusted for

distributions to owners, transfers to other reserves, etc.


as at 31.03.2019


(` in millions)



20. Borrowings

a. Non-current borrowings:


as at 31.03.2019

debentures-Compulsorily convertible debentures (unsecured) 600.00 592.70 term loans (secured) '-Indian rupee loans from banks 1,909.31 2,164.31 '-Indian rupee loan from a financial institutions/others 3,375.99 4,371.58

5,885.30 7,128.59

For detail regarding repyament terms, rate of interest of term loans refer note 20C.

The Company has complied with all the loan covenants.

B. Non current lease liabilities:


as at 31.03.2019

Carried at amortised cost (unsecured) 322.36 - 322.36 -

c. terms and conditions/details of securities for loans are as under:

Name of the bank/instrument 31.03.2020 31.03.2019Non-current current Non-current current

term Loansindian rupee loan from banks (secured)Loans taken from Yes bank carrying rate of interest of 10.80% This loan is repayable as follows: Two instalments of Rs. 25 each in June 18 and July 18, Two instalments of Rs. 50 each in June 19 and July 19, Two instalments of Rs. 50 each in June 20 and July 20, Two instalments of Rs. 62.5 each in June 21 and July 21, Two instalments of Rs. 62.5 each in June 22 and July 22.

This Loan is secured by:

a) subservient charge on all current asset and Movable fixed assets including security deposits.

b) Pledge of unquoted equity shares held by the company, and

c) Personal guarantee of some of the directors of the company and their concerns.

243.98 100.00 339.56 100.00

Loans taken from Yes bank carrying rate of interest of 10.27% . This loan is repayable in 16 quarterly installments of 31.25 starting from March 2019.



b) Pledge of equity shares of the Company held by Promoters, and

d) Personal guarantee of one of the director of the company.

216.65 125.00 340.07 125.00

(` in millions)

(` in millions)



Loans taken from Indusind bank carrying rate of interest of 9.90%. This loan is repayable in 16 installment as follows: 4 monthly installments of Rs.50 starting from April 2019 to July 2019, 4 monthly installments of Rs.50 starting April 2020 to July 2020, 4 monthly installments of Rs.70 starting from April 2021 o July 2021 and 4 monthly installments of Rs. 75 starting from April 2022 to July 2022.

Term Loans from Indusind Bank is secured by:

a) subservient charge on all current asset and Movable fixed assets

b) Pledge of fully paid-up unencumbered equity shares of the Company as held by one of the promoters.


572.46 100.00 766.89 200.00

Loans taken from Indusind bank carrying rate of interest of 10.75%. This loan is repayable in 36 installment as follows: 3 monthly installments of Rs.5 starting from January 2020 to March 2020, 30 monthly installments of Rs.20.80 starting April 2020 to September 2022, 3 monthly installments of Rs.36.70 starting from October 2022 to December 2022.



b) Pledge of fully paid-up unencumbered equity shares of the Company as held by one of the promoters.c) Personal guarantee of some of the directors of the company and their concerns.

474.68 249.60 717.79 15.00

Loans taken from Indusind bank carrying rate of interest of 11.75%. This loan is repayable in 36 installment as follows: 12 monthly installments of Rs.1.88 starting from October 2019 to September 2020, 12 monthly installments of Rs.2.81 starting from October 2020 to September 2021, 12 monthly installments of Rs.3.75 starting from October 2021 to September 2022, 12 monthly installments of Rs.4.69 starting from October 2022 to September 2023, 24 monthly installments of Rs.7.50 starting from October 2023 to September 2025, 12 monthly installments of Rs.9.38 starting from October 2025 to September 2026.


a) Subservient charge on all current asset and Movable fixed assets



401.52 28.13 - -

(` in millions)




indian rupee loan from others (secured)Loan taken from Kotak Mahindra Prime Limited carrying rate of interest rate of 11.70%. This loan is repayable in monthly installments of Rs. 35 starting from sep 30, 2016 to March 31, 2017 (Except for Novemeber 2016), monthly installments of Rs. 100 for November 2016, monthly installments of Rs. 50 staring from April 2017 to May 31, 2019 (Except for January 2019), monthly installments of Rs. 100 for January 2019 and monthly installment of Rs.40 for June 2019.

- - - 139.90

Loan taken from Kotak Mahindra Prime Limited carrying rate of interest rate of 11.70%.

This loan is repayable in 48 monthly installments of Rs. 20.83 starting from January 2018 to Decemeber 2021.

185.31 229.17 432.82 250.00

Loan taken from Kotak Mahindra Prime Limited carrying rate of interest of 11.70%. This loan is repayable in 42 monthly installments of Rs. 23.81 starting from May 2019 to October 2022.

476.19 238.10 738.10 261.90

Above Term Loans from Kotak Mahindra Prime Ltd. is secured by : a) Equitable Mortgage on the Land & Building of the company situated at Plot No. 31, Sector-44, Gurgaon. b) Pledge of some of the Quoted/Unquoted Equity Shares held by the company and associates.c) Pledge of 6% equity shares of the Company as held by promoters. c) Personal guarantee of RK Jaipuria & Sons (HUF).Loan taken from Kotak Mahindra Prime Limited carrying rate of interest of 12.45%. This loan is repayable in bullet within 90 Days of disbursement . This Term Loan is secured by Corporate Guarantee of RK Jaipuria & Sons (HUF).

- - - 100.00

Loan taken from Kotak Mahindra Prime Limited carrying rate of interest of 11.70%. This loan is repayable in 48 monthly installments of Rs. 29.16 starting from June 2019 to May 2023.

758.33 291.67 1,108.33 291.67

Loan taken from Kotak Mahindra Prime Limited carrying rate of interest of 12.45%. This loan is repayable in 48 monthly installments of Rs. 12.50 starting from March 2020 to February 2024.

437.50 125.00 587.50 12.50

Above Term Loans from Kotak Mahindra Prime Ltd. is secured by :a) Equitable Mortgage on the Land & Building of the company situated at Plot No. 31, Sector-44, Gurgaon. b) Extension of First charge by way of pledge of 6% total equity shares of the Company.c) Extension of charge by way of pledge on 6.75% of total equity shares of Lemon Tree Hotels Limited (LTHL).c) Corporate guarantee of RK Jaipuria & Sons (HUF).

(` in millions)




Loan from Clix Capital Services Private Limited carrying rate of interest 10.90%. This loan is repayable as follows: Two instalments of Rs. 42.5 each in October 17 and January 18, Four instalments of Rs. 53.12 each in April 18, July 18, October 18 and January 19, Four instalments of Rs. 63.75 each in April 19, July 19, October 19 and January 20, and Four instalments of Rs. 74.38 each in April 20, July 20, October 20 and January 21.

- 223.13 297.50 255.00

Loan from Clix Capital Services Private Limited carrying rate of interest 11.25%. This loan is repayable as follows: Two instalments of Rs. 32.5 each in May 18 and August 18, Four instalments of Rs. 40.63 each in Novemeber 18, February 19, May 19 and August 19, Four instalments of Rs. 48.75 each in Novemeber 19, February 20, May 20 and August 20, and Four instalments of Rs. 56.87 each in Novemeber 20, February 21, May 21 and August 21.

65.00 211.25 325.00 178.75

Above Term Loans from Clix Capital Services Private Limited is secured by :

a) subservient charge on all current asset and Movable fixed assets.

b) Pledge of Unquoted Equity Shares as held by the company of one of the subsidiary company.

c) Personal guarantee of one of the Directors of the company and its concern.Loan from Axis Finance Limited carrying rate of interest 9.80%. This loan is repayable in 12 Quarterly instalments of Rs.83.33 starting from June 19 to March 2022.

This Loan is secured by :

a) Second pari passu charge on all current asset and Movable fixed assets.

b) Pledge of unencumbered equity shares of Devyani International Limited to the extend of 2X of Facility amount.

c) Personal guarantee of one of the directors of the company and its concern

331.07 333.33 662.05 333.33

Loan from Axis Finance Limited carrying rate of interest 9.75%. This loan is repayable in 12 Quarterly instalments of Rs.25 starting from September 19 to June 2022.





122.59 100.00 220.29 75.00

(` in millions)




Loan from Hero Fincorp Limited carrying rate of interest 13.50%. This loan is repayable in bullet at the end of Tenor i.e. September 2022.


a) subservient charge on the entire asset of the company.

b) Pledge of Unquoted Equity Shares of the company on fully diluted basis.


1,000.00 - - -

Loan from Hero Fincorp Limited carrying rate of interest 13.50%. This loan is repayable in bullet at the end of Tenor i.e. November 2020.


a) subservient charge on the entire assets of the company.



- 1,000.00 - -

compulsorily convertible debentures (unsecured)a) Terms and conditions of issue and conversion of Compulsorily Convertible Debentures (CCD’s) are as under: No of debentures Date of issue Face Value 600000 26-03-2015 1000 b) The CCD's carry a rate of Interest of 12% from the date of allotment.

c) The CCD's shall have a initial tenure of 5 years from the date of their allotment after that they shall be convertible into such number of equity shares of the company as may be determined on the basis of fair market value calculated on the basis of provision of section 56 of Income Tax Act, 1961. The same has been extended for a further period of 5 years.i.e. till 24 March 2025.

600.00 - 592.70 -

total 5,885.30 3,354.36 7,128.59 2,338.05

there has been no defaults in repayment of any of the loans or interest thereon as at the end of the year.

d. current borrowings:


as at 31.03.2019

Loans repayable on demandLoan from related party (unsecured) carrying rate of interest @12% 356.84 91.97 Others loan carrying rate of interest @12% 20.80 0.80

377.64 92.77

(` in millions)


(` in millions)



e. current lease liabilities:


as at 31.03.2019

Carried at amortised cost (unsecured) 97.39 - 97.39 -

21. other non-current financial liabilities


as at 31.03.2019

Security deposit 35.96 32.89 35.96 32.89

22. Provisions


as at 31.03.2019

Non-currentDefined benefit liability (net) (refer note 35) 6.39 4.17 Other long term employee obligations 5.06 3.42

11.45 7.59 currentDefined benefit liability (net) 0.09 0.06 Other short term employee obligations 0.10 0.08

0.20 0.14

23. trade payables


as at 31.03.2019

total outstanding dues of--due to micro, small and medium enterprises (refer note 42) 0.81 0.29 -due to others 80.84 68.91

81.65 69.20

24. other current financial liabilities


as at 31.03.2019

Current maturities of long-term debts 3,354.36 2,338.05 Interest accrued but not due on borrowings 41.35 121.51 Employee related payables 3.51 3.85 Retention money payable - 0.90 Other payable - 0.01 Capital Creditor 4.13 3.10

3,403.35 2,467.42

(` in millions)

(` in millions)

(` in millions)

(` in millions)

(` in millions)



(` in millions)

(` in millions)

(` in millions)

(` in millions)

25. other current liabilities


as at 31.03.2019

Advances from customers 10.48 38.08 Statutory dues payable 42.98 20.64 Deferred income 69.36 54.92

122.82 113.64

26. revenue from operations

Year ended 31.03.2020


revenue from operations (gross)sale of products Traded goods 785.59 767.86 sale of services Commission income - 11.48 other operating revenue Lease rental income 125.62 107.61

911.21 886.95

27. other income



interest income on items at amortised cost:-bank deposits 0.47 0.22 -loan to subsidiaries/associates 108.26 127.47 -loan to others - 73.22 -Compulsary convertible debentures 133.16 72.00 -other financial instruments 10.24 8.70 -others 1.75 25.03 Net gain on foreign currency transactions and translations 130.64 93.21 Excess provisions written back 0.53 3.69 Dividend income from non-current investment 210.86 139.72 Gain on sale of investments 78.11 - Gain on derecognition of financial instruments 20.69 - Guarantee Commission income from subsidiary and associates 41.23 15.92 Miscellaneous Income 10.10 0.47

746.04 559.66

28. Purchases of traded goods



Traded Goods 435.40 404.09 435.40 404.09


29. changes in inventories of traded goods



as at the beginning of the reporting yearTraded goods 175.23 163.25

175.23 163.25 as at the closing of the reporting yearTraded goods 206.20 175.23

206.20 175.23 (30.97) (11.98)

30. employee benefits expense



Salaries and wages 101.36 91.53 Contribution to provident and other funds 6.60 5.72 Staff welfare expenses 5.38 5.54

113.34 102.79

31. finance costs



interest on items at amortised cost:-Term loans 985.04 841.64 -Compulasary convertible debentures 79.30 251.30 -Compulasary convertible preference shares - 379.46 -Lease liabilities 55.48 - -Others 172.11 16.43

1,291.93 1,488.83

32. depreciation and amortisation expense



Depreciation on property, plant and equipment 28.20 25.69 Depreciation on right of use 110.07 - Amortisation of intangible assets 1.52 1.15

139.79 26.84

33. other expenses



Power and fuel 13.43 13.88 Repairs to buildings 3.15 2.35 Other repairs 30.14 25.82 Consumption of stores and spares 1.26 1.25 Rent 26.10 168.39 Rates and taxes 3.86 3.62


(` in millions)

(` in millions)

(` in millions)

(` in millions)

(` in millions)


Insurance 0.66 0.47 Printing and stationery 0.55 0.78 Communication 4.65 5.17 Travelling and conveyance 7.15 5.14 Directors' sitting fee 0.60 1.60 Payment to the auditors as Audit and reviews 1.00 0.99 Other matters 0.40 0.41 Vehicle running and maintenance 1.32 1.25 Lease and hire 1.77 0.60 Security and service charges 0.97 0.94 Professional and consultancy 30.63 14.07 Bank charges 8.91 8.96 Advertisement and sales promotion 2.74 1.39 Provision for doubtful advances 19.70 - Bad debts written off - 3.65 Donations 0.01 0.01 Loss on disposal of property, plant and equipment (net) 12.91 3.18 Loss on remeasurment of equity instruments at FVTPL 2.46 1.67 Impairment of lnvestment in associate (refer note 52) 9.83 - Impairment of loan to associate (refer note 52) 533.23 - General office and other miscellaneous 6.88 3.42

724.32 269.01

34. income tax

(a) amounts recognised in the statement of Profit and Loss comprises:



current tax:Current tax - -

- -

deferred tax expense:Attributable to Origination and reversal of temporary differences - -

- -

(b) income tax recognised in other comprehensive income



Income tax relating to other comprehencive income (380.59) 61.93 (380.59) 61.93




(` in millions)



(c) reconciliation of tax expense between accounting profit at applicable tax rate and effective tax rate:



Profit/(Loss) before tax (1,016.56) (832.97)

Tax using the Company's domestic tax rate (25.168%) (31 March 2019: 22.88%) (255.85) (190.58)effect of :Change in unrecognised temporary differences 170.21 9.18 Unrecognised tax losses 39.32 142.92 Unrecognised capital losses (48.78) - Rate change impact on deferred tax * (40.61) (31.64)Items chargeable to tax at special rate 207.22 - Income not chargeable to tax (53.07) - Permanent differences 11.86 83.18 Others (30.29) (13.06)income tax expense at effective tax rate reported in the statement of Profit and Loss

- -

(d) deferred tax assets/liabilities

deferred tax assets (deferred tax liabilities)Net deferred tax assets /

(liabilities)as at

31.03.2020as at

31.03.2019as at

31.03.2020as at

31.03.2019as at

31.03.2020as at

31.03.2019Property, plant and equipment and intangible assets (net)

(80.96) 6.10 - (80.96) 6.10

Employee related provisions and liabilities

2.93 1.77 2.93 1.77

Allowances for impairment of loans and advances

141.64 - 141.64 -

Lease liabilities 105.64 - 105.64 - Financial instruments at amortised cost/FVTPL

(5.37) (14.20) (5.37) (14.20)

MAT Credit 27.10 27.10 27.10 27.10 Equity instruments as Fair Value - (29.76) (410.35) (29.76) (410.35)Tax losses 451.78 412.46 451.78 412.46 Capital losses 48.78 - - 48.78

642.76 482.01 (29.76) (410.35) 613.00 71.66 Deferred tax liabilities (29.76) (410.35)Deferred tax assets 642.76 482.01 deferred tax assets (not recognised)

642.76 482.01

* As at 31 March 2020 and As at 31 March 2019, the Company has significant unabsorbed depreciation and carry forward

losses. The company has not recognised deferred tax assets in respect of deductible temporary difference, unused tax

losses and unabsorbed depreciation as of 31 March, 2020 and 31 March, 2019 respectivley it is not probable that taxable

profit would be available.


(e) Movement of temporary differences (recognised)

as at31 March

2018

recognised in Profit or Loss during

2018-19

recognised in oci during

2018-19

as at31 March

2019

recognised in Profit or Loss during

2019-20

recognised in oci during

2019-20

as at31 March

2020

Equity instruments as Fair Value

(348.41) - (61.93) (410.35) - 380.59 (29.76)

(348.41) - (61.93) (410.35) - 380.59 (29.76)

(f). tax losses and tax credits for which no deferred tax asset was recognised expire as follows:

31.03.2020 31.03.2019gross amount unrecognised

tax effectgross amount unrecognised

tax effect

Unabsorbed depreciation never expire

62.86 15.82 76.38 19.86

LossesFY 2012-13 upto

FY 2020-21 29.86 7.52 29.86 7.76

FY 2014-15 upto FY 2022-23

50.50 12.71 50.50 13.13

FY 2015-16 upto FY 2023-24

153.93 38.74 153.93 40.02

FY 2016-17 upto FY 2024-25

504.23 126.90 504.23 131.10

FY 2017-18 upto FY 2025-26

472.17 118.84 472.17 122.76

FY 2018-19 upto FY 2026-27

521.48 131.25 515.59 134.05

1,732.17 435.96 1,726.28 448.82

1,795.03 451.79 1,802.66 468.69

35 gratuity and other post-employment benefit plans

gratuity:

The Company has a defined benefit gratuity plan governed by the Payments of Gratuity Act, 1972. Every employee who

has completed five years or more of services is eligible for gratuity on separation at 15 days salary (last drawn salary)

for each completed year of service. The Company makes a provision of unfunded liability based on actuarial valuation in

the Balance Sheet as part of employee cost.

compensated absences:

The Company recognises the compensated absences expenses in the Statement of Profit and Loss based on actuarial

valuation.

The following tables summaries the components of net benefit expense recognized in the Statement of Profit and Loss

and the funded status and amounts recognized in the balance sheet:

(All amount in ` millions, unless otherwise stated)



gratuity compensated absences31.03.2020 31.03.2019 31.03.2020 31.03.2019

changes in present value are as follows: Balance at the beginning of the year 4.22 4.63 3.50 3.38 Past service cost - - - - Current service cost 1.60 1.11 1.48 1.13 Interest cost 0.32 0.36 0.27 0.26 Benefits settled (0.17) (0.80) (0.70) (1.24)Actuarial loss/(gain) 0.50 (1.08) 0.61 (0.03)Balance at the end of the year 6.48 4.22 5.16 3.50


change in fair value of plan assets are as follows:Plan assets at the beginning of the year, at fair value

- - - -

Expected income on plan assets - - - - Actuarial gain/(loss) - - - - Contributions by employer - - - - Benefits settled - - - - Plan assets at the end of the year, at fair value

- - - -


reconciliation of present value of the obligation and the fair value of the plan assets:Present value of obligation 6.48 4.22 5.16 3.50 Fair value of plan assets - - - - Net liability recognised in the Balance sheet

6.48 4.22 5.16 3.50


amount recognised in statement of Profit and Loss:Current/past service cost 1.60 1.11 1.48 1.13 Interest expense 0.32 0.36 0.27 0.26 Expected return on plan assets - - - - Actuarial loss/(gain) - - 0.61 (0.03)Net cost recognised 1.92 1.47 2.36 1.36





amount recognised in other comprehensive income:Actuarial (Gain)/Loss on arising from Change in Demographic Assumption

(0.00) - - -

Actuarial changes arising from changes in financial assumptions

0.62 0.07 - -

Actuarial changes arising from Experience Adjustment

(0.12) (1.15) - -

amount recognised 0.50 (1.08) - -


assumptions used:Mortality IALM (2012-14)

ultimateIALM (2006-08)



ultimateDiscount rate 6.76% 7.65% 6.76% 7.65%Withdrawal rate 1-3% 1-3% 1-3% 1-3%Salary increase 6.00% 6.00% 6.00% 6.00%Rate of availing leave in the long run - - 5.00% 5.00%Retirement age (Years) 58 58 58 58 Rate of return on plan assets - - - -

a quantitative sensitivity analysis for significant assumption as at 31 March 2020 and 31 March 2019 is as shown

below:

sensitivity level gratuity compensated absences31.03.2020 31.03.2019 31.03.2020 31.03.2019 31.03.2020 31.03.2019

Discount rate +1% +1% (0.78) (0.48) (0.68) (0.45)-1% -1% 0.87 0.53 0.76 0.49

Salary increase +1% +1% 0.87 0.54 0.76 0.50 -1% -1% (0.79) (0.49) (0.69) (0.45)

The sensitivity analysis above has been determined based on reasonably possible changes of the assumptions occurring

at the end of the reporting period, while holding all other assumptions constant.

risk associated:

Investment risk The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to Government Bonds Yield. If plan liability is funded and return on plan assets is below this rate, it will create a plan deficit.

Interest risk (discount rate risk)

A decrease in the bond interest rate (discount rate) will increase the plan liability.




Mortality risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants. For this report we have used Indian Assured Lives Mortality (2012-14) ultimate table. A change in mortality rate will have a bearing on the plan’s liability.

Salary risk The present value of the defined benefit plan liability is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability.

the following payments are maturity profile of defined Benefit obligations in future years:


i) Weighted average duration of the defined benefit obligation

21.01 years 20.98 years 21.01 years 20.98 years

ii) Duration of defined benefit obligationDuration (years)1 0.09 0.06 0.10 0.08 2 1.63 0.06 0.69 0.07 3 0.08 1.28 0.09 0.07 4 0.09 0.05 0.09 0.54 5 0.09 0.06 0.08 0.05 6 0.09 0.05 0.08 0.05 Above 6 4.41 2.66 4.04 2.63

6.49 4.23 5.16 3.51

defined contribution plan:

Contribution to defined contribution plans, recognised as expense for the year is as under:

Employer’s contribution to provident and other funds ` 6.60 (31 March 2019 : ` 5.72)

36 earnings per share (ePs)

as at 31.03.2020

as at 31.03.2019

Profit attributable to the equity shareholders (1,017.24) (832.97)Weighted average number of equity shares outstanding during the year for calculating basic earning per share (nos.)

214,580 193,778

Weighted average number of equity shares for calculation of diluted earnings per share (nos.)

214,580 193,778

Nominal value per equity shares (`) 10.00 10.00 Basic earnings per share (`) (4,740.59) (4,298.55)Diluted earnings per share (`) (4,740.59) (4,298.55)

The diluted earnings per share do not include the potential impact of conversion of the compulsorily convertible

debentures, since the conversion is dependent on future events which are currently uncertain. Accordingly the potential

dilutive equity shares cannot be estimated reliably at this stage.

(` in millions)



(` in millions)37 contingent liabilities and commitments

as at 31.03.2020

as at 31.03.2019

a. Guarantees issued on behalf of subsidiary and other companies# 3,512.70 3,116.14 b. Claims against the Company not acknowledged as debts (being contested):-

i ) For excise and service tax 138.11 138.11 ii) For sales tax / entry tax 13.86 13.66 iii) For income tax 70.02 69.22

Note : Further, the company has provided a letter of support for financial and operational assistance to Devyani

International Limited and Devyani Food Industries Limited for ongoiing operations for atleast 12 months.

38 capital commitments

as at 31.03.2020

as at 31.03.2019

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

5.09 1.35

39 Pursuant to transfer pricing legislations under the Income-tax Act, 1961, the Company is required to use specified

methods for computing arm’s length price in relation to specified international and domestic transactions with its

associated enterprises. Further, the Company is required to maintain prescribed information and documents in

relation to such transactions. The appropriate method to be adopted will depend on the nature of transactions/ class

of transactions, class of associated persons, functions performed and other factors, which have been prescribed. The

Company is in the process of updating its transfer pricing documentation for the current financial year. Based on the

preliminary assessment, the management is of the view that the update would not have a material impact on the tax

expense recorded in these financial statements. Accordingly, these financial statements do not include any adjustments

for the transfer pricing implications, if any.

40. related party transactions

Following are the related parties and transactions entered with related parties for the relevant financial year:

a. List of related parties and relationships

i ultimate controlling party

R.K. Jaipuria & Sons HUF

ii key Management Personnel

Mr. Varun Jaipuria Director

Mr. Raj P. Gandhi Director

Ms. Rashmi Dhariwal Director

Mr. Girish Ahuja Director

Mr. Ravi Kant Jaipuria Director

Mr. Lalit Singh CFO

Mr. Mahavir Prasad Garg Company Secretary

iii Wholly owned subsidiaries

- Wellness Holdings Limited

- Arctic International Private Limited - Mauritius

- AccorBev (Telangana) Private Limited



iV subsidiaries

-Anuj Traders Private Limited (upto 01/04/2019)

-Cryoviva Biotech Private Limited

-Devyani Foods Industries Limited

-Devyani International Limited

-Diagno Labs India Private Limited (upto 27/03/2020)

-Modern Montessorie ( India) International Private Limited

-Snowpeak Enterprises Private Limited (upto 01/04/2019)

-SVS (India) Private Limited

-Cryoviva International PTE Limited - Singapore

-Alisha Retail Private Limited (upto 19/02/2020)

-Varun Beverages Limited

-Accor Developers Private Limited

V. associates**

-Lineage Healthcare Limited (upto 11/03/2020)

-Africare Limited

-Parkview City Limited

-Capital Infracon Private Limited

Vi. entities where kMPs or relatives of kMPs exercise significant influence**

-Empire Stocks Private Limited

-Shabnam Properties Private Limited (upto 01/04/2019)

-Diagno Labs India Private Limited (w.e.f 28/03/2020)

-Alisha Retail Private Limited (w.e.f 20/02/2020)

-Lineage Healthcare Limited (w.e.f 12/03/2020)

Vii. relatives of kMPs**

-Meenu Singh

*The status above is given based on merged holding of the transferee company including holding of transferor

companies. However the actual transfer is effected w.e.f 30/06/2020 i.e. the date of filing of the order of Hon’ble

National Company Law Tribunal, Special Bench, New Delhi with Registrar of Companies.

**With whom the Company had transactions during the current year and previous year.



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41. Leases

a. Leases where the company is a lessee

The Company leases several assets including buildings for retail outlets and warehouse. Lease payments are generally

fixed or are linked to revenue with minimum guarantee and average lease term is 8 years.

i. right-of-use asset

Right-of-use assets related to leased properties that do not meet the definition of investment property are presented on

face of balance sheet below property, plant and equipment.

Buildings

Recognised as at 1 April 2019 (refer note 4B) 518.72

Additions 7.19

Derecognition (50.49)

Depreciation (110.07)

Closing balance as at 31 March 2020 365.35

ii. for lease liabilities refer note 20B and 20e.

iii. amounts recognised in the statement of profit or loss

Note for the year ended 31 March 2020

Depreciation 32 110.07

Interest on lease liabilities 31 55.48

(Gain) on derecognition of Right of use asset 27 (20.69)

Expense relating to short term lease/variable lease payments not included in the measurement of the lease liability

26 26.10

Net impact on statement of profit and loss 170.96

iv. amounts recognised in the cash flow statement

for the year ended 31 March 2020

Payment for finance cost 55.48

Principal repayments 81.06

total cash outflows 136.54

v. Payments associated with short-term leases of premises and all leases of low-value assets are recognised on a

straight-line basis as an expense in profit or loss.

Short-term leases are leases with a lease term of 12 months or less.

B. changes in accounting policies:

Except for the changes below, the Company has consistently applied the accounting policies to all periods presented

in these consolidated financial statements. The Company applied Ind AS 116 with a date of initial application of 1 April

2019. As a result, the Company has changed its accounting policy for lease contracts as detailed below. The adoption of

(` in million)



this new Standard has resulted in the Company recognising a right-of-use asset and related lease liability in connection

with all former operating leases except for those identified as low-value or having a remaining lease term of less than 12

months from the date of initial application.The Company applied Ind AS 116 using the modified retrospective approach,

under which the cumulative effect of initial application is recognised in retained earnings at 1 April 2019. Prior periods

have not been restated. The details of the changes in accounting policies are disclosed below.

i. definition of a lease

On transition to Ind AS 116, the Company elected to apply the practical expedient to grandfather the assessment of which

transactions are leases. It applied Ind AS 116 only to contracts that were previously identified as leases. Contracts that

were not identified as leases under Ind AS 17 were not reassessed for whether there is a lease. Therefore, the definition

of a lease under Ind AS 116 was applied only to contracts entered into or changed on or after 1 April 2019.

ii. as a lessee

As a lessee, the Company previously classified leases as operating or finance leases based on its assessment of whether

the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the

Company. Under Ind AS 16, the Company recognises right-of-use assets and lease liabilities for most leases – i.e. these

leases are on-balance sheet.

a. Leases classified as operating leases under ind as 17

The Company has elected not to include initial direct costs in the measurement of the right-of-use asset for operating

leases in existence at the date of initial application of Ind AS 116, being 1 April 2019. At this date, the Company has also

elected to measure the right-of-use assets at an amount equal to the lease liability adjusted for any prepaid or accrued

lease payments that existed at the date of transition.

The Company used the following practical expedients when applying Ind AS 116 to leases previously classified as

operating leases under Ind AS 17.

-Instead of performing an impairment review on the right-of-use assets at the date of initial application, the Company has

relied on its historic assessment as to whether leases were onerous immediately before the date of initial application of

Ind AS 116.

-Applied the exemption not to recognise right-of-use assets and liabilities for leases with less than 12 months of lease

term.

-Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.

b. There were no leases previously classified as finance leases.

iii. impacts on the standalone financial statements

On transition to Ind AS 16, the Company recognised Rs 487.05 as right-of-use assets (refer below) and Rs 571.97 of lease

liabilities, with corresponding impact of Rs. 84.93 on retained earnings as at 1 April 2019 and reclassification of deferred

rent of Rs. 31.67 to right-of-use assets. When measuring lease liabilities, the Company discounted lease payments using

its incremental borrowing rate at 1 April 2019. The weighted-average rate applied is 11.62%.



Measurement of lease liabilities

Total operating lease commitments disclosed at 31 March 2019

824.47

Short term lease payments not recognised (34.20)

Operating lease liabilities before discounting 790.26

Discounted using incremental borrowing rate 571.97

Total lease liabilities recognised under Ind AS 116 at 1 April 2019:

-current lease liabilities 87.21

-non current lease liabilities 484.76

571.97

*Operating lease commitment amount disclosed in previous year was inclusive of GST which has been excluded from

lease consideration under IND AS 116.

adjustments recognised in the balance sheet on 1 april 2019

The change in accounting policy affected the following items in the balance sheet on 1 April 2019:

Particulars sub note amounts reported as at31 March 2019

impacts of adoption

ind as 116

adjusted amounts as at1 april 2019

Retained earnings 19 (2,564.00) (84.93) (2,649.00)

Other assets (refer to note 7) a 31.67 (31.67) -

Lease liabilities (including current liabilities) (refer to note 20B and 20E)

- 571.97 571.97

Right of use assets (refer to note 4B) - 518.72 518.72

sub note:

a) The Company has recognised Rs 487.05 as right-of-use assets and Rs 571.97 of lease liabilities, with corresponding

impact of Rs. 84.93 on retained earnings as at 1 April 2019 and reclassification of deferred rent Rs. 31.67 to right-of-use

assets.

42. dues to Micro and small enterprises

The micro and small enterprises have been identified by the Company on the basis of information collected by the

management. This has been relied by the auditor. According to such identification, the disclosures in respect to Micro,

Small and Medium Enterprise Development (MSMED) Act, 2006 is as follows:

details of dues to micro and small enterprises as per MsMed act, 2006

as at 31.03.2020

as at 31.03.2019

The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year

-Principal amount 0.81 0.29

-Interest amount - -

The amount of interest paid by the buyer in terms of section 16, of the Micro Small and Medium Enterprise Development Act, 2006 along with the amounts of the payment made to the supplier beyond the appointed day during each accounting year.

- -

(` in million)



The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under Micro Small and Medium Enterprise Development Act, 2006.

- -

The amount of interest accrued and remaining unpaid at the end of each accounting year - -

The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the Micro Small and Medium Enterprise Development Act, 2006

- -

43. details of corporate social responsibility (csr) expenditure

In accordance with the provisions of section 135 of the Companies Act, 2013, the Board of Directors of the Company had

constituted CSR Committee. The details for CSR activities is as follows.

Particulars Year ended 31.03.2020


a) Gross amount required to be spent by the Company during the year Nil Nil

b) Amount spent during the year on the following

1. Construction / Acquisition of any asset Nil Nil

2. On purpose other than 1 above Nil Nil

44. capital management

For the purpose of the Company’s capital management, capital includes issued equity share capital, instruments

compulsorily convertible into equity, share premium and all other equity reserves. The primary objective of the Company’s

capital management is to maximise the shareholder value and provide adequate returns to shareholders.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions, the

requirements of the financial covenants and the risk characteristics of the underlying assets.

The amounts managed as capital by the Company for the reporting periods are summarised as follows:


as at 31.03.2019

Non-current borrowings other than compulsorily convertible preference shares and compulsorily convertible debentures (Refer note 20A)

5,285.30 6,535.89

Current borrowings (Refer note 20B) 377.64 92.77

Current maturities of long-term debts (Refer note 20C) 3,354.36 2,338.05

9,017.30 8,966.71

Less: Cash and cash equivalents (Refer note 14) 25.67 83.46

Net debt 8,991.63 8,883.25

Equity share capital (Refer note 18) 2.17 2.12

Other equity (Refer note 19) 6,876.08 9,070.45

Compulsorily convertible debentures (Refer note 20A) 600.00 592.70

total capital 7,478.25 9,665.27

capital and net debt 16,469.88 18,548.52

gearing ratio 54.59% 47.89%

(` in million)



(Figures in million)

45. financial instruments risk

financials risk management objectives and policies

The Company is exposed to various risks in relation to financial instruments. The main types of financial risks are market

risk, credit risk and liquidity risk.

The management of the Company monitors and manages the financial risks relating to the operations of the Company

on a continuous basis. The Company’s risk management is coordinated at its head office, in close cooperation with the

management, and focuses on actively securing the Company’s short to medium-term cash flows and simultaneously

minimising the exposure to volatile financial markets. Long-term financial investments are managed to generate lasting

returns.

The Company does not engage in the trading of financial assets for speculative purposes. The most significant financial

risks to which the Company is exposed are described below.

45.1 Market risk analysis

Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market

prices. Market risk comprises two types of risk namely: currency risk and interest rate risk. The objective of market risk

management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes

in foreign exchange rates. The functional currency of the Company is Indian Rupees (‘INR’ or ‘`’). Most of the Company’s

transactions are carried out in Indian Rupees. Exposures to currency exchange rates mainly arise from the lending to

overseas subsidiary companies which are primarily denominated in US Dollars (‘USD’) and Singapore Dollars .

The Company has limited exposure to foreign currency risk and thereby it mainly relies on natural hedge. To further

mitigate the Company’s exposure to foreign currency risk, non-INR cash flows are continuously monitored.

The carrying amounts of the Company’s foreign currency denominated monetary items are restated at the end of each

reporting period. Foreign currency denominated financial assets and liabilities which expose the Company to currency

risk are as follows:

usd sgd

31 March 2020

Financial assets

-Loans to related parties 28.65 4.94

total financial assets 28.65 4.94

31 March 2019

Financial assets

-Loans to related parties 26.96 4.81

total financial assets 26.96 4.81

The following table illustrates the foreign currency sensitivity of profit and equity in regards to the Company’s financial

assets and financial liabilities considering ‘all other things being equal’ and ignoring the impact of taxation. It assumes

a +/- 1% change of the INR/USD exchange rate (31 March 2019: 1%) and a +/- 1% change is considered for the INR/SGD



exchange rate (31 March 2019: 1%). These are the sensitivity rates used when reporting foreign currency exposures

internally to the key management personnel and represents management’s assessment of the reasonably possible

changes in the foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated

monetary items at end of each period reported upon. A positive number indicates an increase in profit or equity and vice-

versa.

If the INR had strengthened against the USD by 1% (31 March 2019: 1%) and SGD by 1% (31 March 2019: 1%), the following

would have been the impact:

Profit for the year equity

usd sgd usd sgd

31 March 2020 (21.59) (2.59) (21.59) (2.59)

31 March 2019 (18.65) (2.46) (18.65) (2.46)

If the INR had weakened against the USD by 1% (31 March 2019: 1%) and SGD by 1% (31 March 2019: 1%), the following

would have been the impact:


usd sgd usd sgd

31 March 2020 21.59 2.59 21.59 2.59

31 March 2019 18.65 2.46 18.65 2.46

Exposures to foreign exchange rates vary during the year depending on the volume of the overseas transactions.

Nonetheless, the analysis above is considered to be representative of the Company’s exposure to currency risk.

interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of

changes in market interest rates. The Company’s policy is to minimise interest rate cash flow risk exposures on long-

term financing. The Company is exposed to changes in market interest rates as some of the bank and other borrowings

are at variable interest rates and also loans have been advanced to subsidiary companies at variable interest rates. All

the Company’s term deposits are at fixed interest rates.

The following table illustrates the sensitivity of profit and equity to a reasonably possible change in interest rates of

+/- 1% (31 March 2019: +/- 1%). These changes are considered to be reasonably possible based on management’s

assessment. The calculations are based on a change in the average market interest rate for each period, and the financial

instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held

constant.


+1% -1% +1% -1%

31 March 2020 (86.40) 86.40 (86.40) 86.40

31 March 2019 (88.74) 88.74 (88.74) 88.74

45.2 credit risk analysis

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to this

risk for various financial instruments, for example loans granted, receivables from customers, deposits placed etc. The

Company’s maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at end of

each reporting period, as summarised below:

(` in million)



as at 31.03.2020

as at 31.03.2019

Classes of financial assets-carrying amounts:

Investments (non-current) 3,649.61 6,463.19

Loans to related parties 1,975.02 3,203.33

Trade receivables 0.38 0.45

Loans 78.34 67.19

Cash and cash equivalents 25.67 83.46

Other financial assets (current and non-current) 86.99 144.84

5,816.01 9,962.46

The maximum exposure to the credit risk at the reporting date is primarily from loan to subsidiaries/associates and

security deposit receivables . Trade receivables are typically unsecured and are derived from revenue earned from

customers located in India. In respect of trade and other receivables, the Company is not exposed to any significant credit

risk exposure to any single counterparty. Most of the Company sale is to retail customer and on cash basis .The Company

does monitor the economic enviorment in which it operates.

The credit risk for cash and cash equivalents and bank deposits including interest accrued thereon is considered

negligible, since the counterparties are reputable banks with high quality external credit ratings. The credit risk for loans

advanced to subsidiary companies including interest accrued thereon is also considered negligible since operations of

these entities are regularly monitored by the Company.. The loans primarily represents security deposits given to lessors

for property taken on rent.Such deposits will be returned to the Company on vacation of the property or termination of

the agreement whichever is earlier.Investments primarly include investement in quoted and unquoted equity shares of

various companies, most of these investments are for startegic purpose with the intension to hold for long term.

In respect of financial guarantees provided by the Company, the maximum exposure which the Company is exposed to

is the maximum amount which the Company would have to pay if the guarantee is called upon. Based on the expectation

at the end of each reporting period, the Company considers that it is more likely than not that such an amount will not be

payable under the guarantees provided.

45.3 Liquidity risk analysis

Liquidity risk is that the Company might be unable to meet its obligations. The Company manages its liquidity needs by

monitoring scheduled debt servicing payments for long-term financial liabilities and considering the maturity profiles

of financial assets and other financial liabilities as well as forecast of operational cash inflows and outflows. Liquidity

needs are monitored in various time bands, on a day-to-day basis, a week-to-week basis and a month-to-month basis.

Long-term liquidity needs for a 180-day and a 360-day lookout period are identified monthly. Net cash requirements are

compared to available borrowing facilities in order to determine headroom or any shortfalls.

Funding for long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities and

the Company’s ability to avail further credit facilities subject to creation of requisite charge on its assets. The Company

assessed the concentration of risk with respect to refinancing its debt and concluded it to be low.

(` in million)


financial statem

ents


As at 31 March 2020, the Company’s non-derivative financial liabilities have contractual maturities (excluding interest

payments thereon) as summarised below:

31 March 2020 0 to 1 year 1 to 5 years Later than 5 years

Borrowings (current and non-current) 3,732.00 5,885.30 -

Lease Liabilities 97.39 292.84 29.52

Trade payables 81.65 - -

Other financial liabilities (current and non-current) 48.98 35.96 -

total 3,960.02 6,214.10 29.52

This compares to the maturity of the Company’s non-derivative financial liabilities in the previous reporting periods as

follows:

31 March 2019 0 to 1 year 1 to 5 years Later than 5 years

Borrowings (current and non-current) 2,426.55 7,128.59 -

Trade payables 69.16 - -

Other financial liabilities (current and non-current) 161.80 - -

total 2,657.51 7,128.59 -

46 fair value measurements

financial instruments by categories

The carrying values and fair values of financial instruments by categories are as follows:

Particularsfair Value

Measurement using Level

carrying value fair value/amortised cost

31 March 2020

31 March 2019

31 March 2020

31 March 2019

financial assets

fair value through profit and loss ('fVtPL')

(i) Non-current financial assets

(a) Investment (non-current) Level 1 4.72 7.17 4.72 7.17

fair value through other comprehencive income ('fVtoci')


(a) Investment (non-current) Level 1 1,037.37 4,823.48 1,037.37 4,823.48

Level 3 1,011.77 1,032.53 1,011.77 1,032.53

amortised cost


(` in million)

(` in million)

(` in million)



(a) Investment in Compulsorily convertible debenture in Subsidiary/Associates

1,595.76 600.00 1,595.76 600.00

(b) Loans 78.34 67.19 78.34 67.19

(c) Other 7.96 3.32 7.96 3.32

(ii) Current financial assets

(a) Trade receivables 0.38 0.45 0.38 0.45

(b) Cash and cash equivalents 25.67 83.46 25.67 83.46

(c) Loan 1,975.02 3,203.33 1,975.02 3,203.33

(d) Other 79.03 141.52 79.03 141.52

total 5,816.02 9,962.45 5,816.02 9,962.45


amortised cost

(i) Non-current borrowings (excluding those disclosed under FVTPL category above)

5,885.30 7,128.59 5,885.30 7,128.59

(ii) Lease Liabilities 419.74 - 419.74

(iii) Others Non Current financial liabilities

35.96 32.89 35.96 32.89

(iv) Current financial liabilities

(a) Borrowings 377.64 92.77 377.64 92.77

(b) Trade payables 81.65 69.20 81.65 69.20

(c) Other 3,403.35 2,467.42 3,403.35 2,467.42

total 10,203.64 9,790.87 10,203.64 9,790.87

Valuation technique to determine fair value

Cash and cash equivalents, other bank balances, trade receivables, other current financial assets, trade payables,

current borrowings and other current financial liabilities approximate their carrying amounts largely due to the short-

term maturities of these instruments. The fair value of the financial assets and liabilities is the amount at which the

instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The Company’s borrowings, except through Compulsorily convertible preference shares and Compulsorily

convertible debentures have been contracted at floating rates of interest, which resets at short intervals.

Accordingly, the carrying value of such borrowings (including interest accrued but not due) approximates fair value:

The following methods and assumptions were used to estimate the fair values:

- The fair values of the long term borrowing (Compulsorily convertible preference shares and Compulsorily convertible

debentures) are determined by using discounted cash flow method using the appropriate discount rate. The discount rate

is determined using other similar instruments incorporating the risk associated.

- The fair values of Investment in unquoted equity shares is done as follows :

Particularsfair Value

Measurement using Level

carrying value fair value/amortised cost

31 March 2020

31 March 2019

31 March 2020

31 March 2019

(` in million)



Equity share of Global Health Private Limited (Formerly Dr.Naresh Trehan and Associates Health Services Pvt. Ltd.) -

Price estimated by using discounted cash flow method by discounting forcasted cash flow to their present value at a rate

of return that incorporates the risk free rate for the use of fund plus the expected rate of inflation and the risk associated

with the particular investment

Cost of other unquoted equity instruments has been considered as an appropriate estimate of fair value because of a

wide range of possible fair value measurements and cost represents the best estimate of fair value within that range.

- The fair values of Investment in Compulsorily convertible debentures have been estimated by using discounted cash

flow method by discounting the expected cash flows using the appropriate discount rate. The discount rate is determined

using other similar instruments incorporating the risk associated and probabilities are based on management’s

expectations.

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value

hierarchy together with a quantitative sensitivity analysis are as shown below.

type Valuation technique significant observable input

inter-relationship between significant observable

input and fair value measurement

Investment in unquoted Equity Shares

Discounted cash flow method by discounting forcasted cash flow to their present value at a rate of return that incorporates the risk free rate for the use of fund plus the expected rate of inflation and the risk associated with the particular investment

Forecast Profitability, Risk Adjusted Discount rate.

Estimated fair value would increase (Decrease) - if forcased profitability was higher (lower) - risk adjusted discount rate were lower (higher)

Compulsorily convertible debentures ('CCDs') - Borrowings

Discounted cash flow method by discounting the expected cash flow using approriate rate.

Discount rate. Estimated fair value would increase (Decrease) - if discount rate was higher (lower)

The following table presents the changes in level 3 items (Measured at fair value) for the periods ended 31 March 2020

and 31 March 2019:

Particulars investment in unquoted equity shares

as at 31 March 2018 1,283.02

Impact of fair value movement (250.49)

as at 31 March 2019 1,032.53

Sold during the year (0.02)

Impact of fair value movement (17.30)

Impact of merger (3.44)

as at 31 March 2020 1,011.77

(` in million)



47. equity share designated at fair value through other comprehensive income

The company designated the investment shown below as equity shares at FVOCI because these equity share represent

investments that the company intends to hold for long term for stratgic purposes

fair value at dividend income recognised

during

fair value at

31 March 2020 2019-20 31 March 2019

"Global Health Private Limited (Formerly Dr.Naresh Trehan and Associates Health Services Pvt. Ltd.)"

1,011.76 - 1,029.06

Shabnam Properties Private Limited - - 3.44

"Empire Stocks Pvt Limited" 0.01 - 0.01

Lemon Tree Hotels Limited 713.41 - 4,308.95

Capital India Finance Limited 323.96 - 514.53

Sellwell Foods & Beverages Pvt.Ltd. - - 0.02

Pinnacle Infracon Ltd. - - 0.00

2,049.14 - 5,856.01

48. In the opinion of management current assets, loan and advances have a value on realisation in the ordinary course of

business at least cost equal to the amount at which they are stated except where indicated otherwise.

49. Merger & amalgamation

As per the scheme of amalgamation filed in the Hon’ble National Company Law Tribunal, Special Bench, New Delhi under

section 230 to 232 of the Companies Act, 2013 read with the companies (Compromise, arrangement and amalgamations)

Rules, 2016 and the National Company Law Tribunal Rules, 2016, between the company “RJ Corp Ltd.” (transferee)

with Pinnacle Infracon Limited (transferor no. 1), Anuj Traders Private Limited (transferor no. 2), Accor Solar Energy

Private Limited (transferor no 3), Shabnam Properties Private Limited (transferor no 4), Capital Towers Private Limited

(transferor no 5), D.J. Agri Industries Private Limited (transferor no 6), Snowpeak Enterprises Private Limited (transferor

no 7), Pinnacle Constructions Private Limited (transferor no 8), Pinnacle Township Private Limited (transferor no 9) and

Pinnacle Town Planners Private Limited (transferor no 10). The Hon’ble National Company Law Tribunal, Special Bench,

New Delhi approved the scheme as per order dated 08 June 2020. The scheme became effective from 01st April 2019

(“Acquisition Date”) on completion of all regulatory formalities.

All the assets and liabilities of transferor companies as on 01st April 2019 were transferred to and vested with the

transferee company

The investment held by transferor companies 10 equity shares holding in RJ Corp Limited stands cancelled on

amalgamation and fresh equity of 235 shares amounting to ̀ 2,350/-will be issued by RJ Corp Limited to the shareholders

of transferor companies.

Acquisitions of businesses of the companies Pinnacle Infracon Limited (Transferor Company No.-1), Accor Solar Energy

Private Limited (Transferor Company No.-3), Shabnam Properties Private Limited (Transferor Company No.-4), Capital

Towers Private Limited (Transferor Company No.-5), D.J. Agri Industries Private Limited (Transferor Company No.-6),

Pinnacle Constructions Private Limited (Transferor Company No.-8), Pinnacle Township Private Limited (Transferor

Company No.-9) and Pinnacle Town Planners Private Limited (Transferor Company No.-10) are accounted using the

(` in million)



Acquisition method as per Ind AS 103 – Business Combinations. The company has accounted for assets and liabilities of

transferor companies as on acquisition date at fair value based on the management judgements. The difference between

the excess of consideration paid (equity capital to be issued, investment held by transferee company) and fair value

of all assets and liabilities of the transferor companies taken over as on acquisition date is transferred to goodwill.

Accordingly the difference between the excess of fair value of all assets and liabilities of the transferor companies taken

over as on acquisition date and consideration paid (equity capital to be issued, investment held by transferee company)

is transferred to capital resrve.

Particulars

Acquisition date 01-april-2019

Net Assets acquired (1,394.55)

Investment in transferor companies in financial statements of transferee company 0.0010

Purchase consideration settled through issue of equity shares 0.0001

amount transferred to goodwill 1,394.55

Particulars


Net Assets acquired 104.38



amount transferred to capital reserve 100.94

Acquisitions of businesses of the companies Anuj Traders Private Limited (Transferor Company No.-2), Snowpeak

Enterprises Private Limited (Transferor Company No.-7) under common control are accounted using the Pooling of

Interest Method as per Ind AS 103 – Business Combinations. The company has accounted for assets, liabilities and

reserves of transferor companies as on 01 April 2018 at their respective carrying values. The difference between the

consideration paid (equity capital to be issued, investment held by transferee company) and carrying value of all assets,

liabilities and reserves of the transferor companies taken over as on acquisition date is transferred to capital reserve

account.

Particulars


Accounting date 01-april-2018

Net Assets acquired 0.71

Retained earnings acquired (1.00)



amount transferred to capital reserve (1.33)

50. Balance of certain debtors, creditors, loans and advances are subject to confirmation.

51. segment reporting: Ind AS 108 on ‘Segment Reporting’ requires the Company to disclose certain information about

operating segments. Trading business is the company’s only business segment and domestic operations is the only

geographical segment, which represent the primary segment of the Company. There are no separately reportable

business or geographical segments that meet the criteria prescribed in Ind AS 108 on Operating Segments.

(` in million)



52. impairment of loan and investment in associates

The Company hold 25% of equity share capital in Africare Limited (An associate company). Africare Limited is engaged

in the business of healthcare services. During the current and previous year, Africare Limited has incurred significant

cash losses, Its net worth is negative and current liabilities is exceeding its current assets. Basis which and due to

deterioration of expected future cash flows, the management has impaired the following investment made in Africare

Limited:

Equity Investment 0.03

Equity contribution of guarantee given 9.80

Loan given 533.23

543.06

53. impact of coVid-19 on the company

The COVID-19 virus continues to spread globally including India, which has resulted in significant decline and volatility

and disruption in economic/financial activities in global markets. On 11 March 2020, COVID -19 was declared as global

pandemic by World Health Organisation.

Amidst the tumult of this unprecedented age of virus, the company has allowed its employees to “Work from Home” after

declaration of national lockdown for prevention and safeguard of the employees of the company. Nevertheless, business

activities from the date of lockdown were suspended. In the meanwhile, government of India and other regulators e.g.

Reserve Bank of India, Income tax authorities came up with variety of measures to mitigate the impact of economic and

financial disruptions. Inventory as at end of the year has been taken on the basis of physical verification after lifting

the lockdown and impact has been affected in valuation considered in the financial statement, if any, due to change in

quantity/quality of the inventories.

Though the pandemic is still evolving and impact on working of the company is uncertain, management is of the view

that looking into its nature of business and steps being taken to provide support by various means from the regulators/

governments, there are no reason the believe that current crisis will have any significant impact on the ability of the

company to maintain its normal business operations including the assessment of going concern for the company.

However, the extent to which the pandemic will impact working of the company, which is highly uncertain.


sumit kathuria

Partner

Membership No.: 520078

raj Pal gandhi

Director

DIN: 00003649

Lalit kumar singh

Chief Financial Officer

Varun Jaipuria

Director

DIN: 02465412

Mahavir Prasad garg

Company Secretary

For aPas & co.

Chartered Accountants

Firm Registration No.: 000340C


rJ corp Limited


(` in million)



iNdePeNdeNt auditors’ rePort

To the Members of

rJ corp Limited

Report on the Audit of Consolidated Financial Statements

opinion

We have audited the consolidated financial statements of RJ Corp Limited (hereinafter referred to as the “Holding Company”)

and its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”), its joint venture and its

associates, which comprise the Consolidated Balance Sheet as at 31 March 2020, and the Consolidated Statement of Profit

and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated

Cash Flow Statement for the year then ended, and notes to the consolidated financial statements, including a summary

of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial

statements”).

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration

of reports of other auditors and management accounts on separate financial statements of such subsidiaries, associates

and joint venture as were audited by the other auditors and provided by the management and the aforesaid consolidated

financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a

true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs

of the Group, its associates and its joint venture as at 31 March 2020, of its consolidated profit/loss and other comprehensive

income, consolidated changes in equity and consolidated cash flows for the year then ended.

Basis for opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act.

Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated

Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by

the Institute of Chartered Accountants of India, and we have fulfilled our other ethical responsibilities in accordance with the

provisions of the Act. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

emphasis of matter

We draw attention to Note No. 61 of the accompanying consolidated financial statements regarding the impact of COVID-19

pandemic on the Group. Management is of the view that there are no reasons to believe that the pandemic will have any

significant impact on the ability of the Group to continue as a going concern. Nevertheless, the impact in sight of evolvement

of pandemic in future period is uncertain.

Our opinion is not modified in respect of this matter.

information other than the consolidated financial statements and auditors’ report thereon

The Holding Company’s management and Board of Directors are responsible for the other information. The other information

comprises the information included in the Holding Company’s annual report, but does not include the consolidated financial

statements and our auditors’ report thereon. The Holding Company’s annual report is expected to be made available to us

after the date of this auditors’ report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form

of assurance conclusion thereon.

financial statem

ents


In connection with our audit of the consolidated financial statements, our responsibility is to read the other information

identified above as it becomes available and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially

misstated.

The Annual Report is not made available to us at the date of this auditor’s report. We have nothing to report in this regard.

responsibilities of Management and those charged with governance for the consolidated financial statements

The Holding Company’s management and Board of Directors are responsible for the preparation and presentation of these

consolidated financial statements in term of the requirements of the Act that give a true and fair view of the consolidated

state of affairs, consolidated profit/ loss and other comprehensive income, consolidated statement of changes in equity

and consolidated cash flows of the Group including its joint venture in accordance with the accounting principles generally

accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The respective

Board of Directors of the companies included in the Group, its associates and of its joint venture are responsible for

maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of

each company, and for preventing and detecting frauds and other irregularities; the selection and application of appropriate

accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and

maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness

of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a

true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the

purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective management and Board of Directors of the companies

included in the Group, its associates and of its joint venture are responsible for assessing the ability of each company to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative

but to do so.

The respective Board of Directors of the companies included in the Group, its associates and of its joint venture are responsible

for overseeing the financial reporting process of each company.

auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs

will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users

taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional

skepticism throughout the audit. We also:

• Identifyandassesstherisksofmaterialmisstatementoftheconsolidatedfinancialstatements,whetherduetofraud

or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient

and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from

fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control.


• Obtainanunderstandingofinternalcontrolrelevanttotheauditinordertodesignauditproceduresthatareappropriate

in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether

the Holding Company has adequate internal financial controls with reference to financial statements in place and the

operating effectiveness of such controls.

• Evaluatetheappropriatenessofaccountingpoliciesusedandthereasonablenessofaccountingestimatesandrelated

disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting in preparation of

consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude

that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in

the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are

based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may

cause the Group as well as joint venture to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the

disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a

manner that achieves fair presentation.

• Obtainsufficientappropriateauditevidenceregardingthefinancial informationofsuchentitiesorbusinessactivities

within the Group to express an opinion on the consolidated financial statements, of which we are the independent auditors.

We are responsible for the direction, supervision and performance of the audit of financial information of such entities.

For the other entities included in the consolidated financial statements, which have been audited by other auditors, such

auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain

solely responsible for our opinion. Our responsibilities in this regard are further described in paragraph (1 to 4) of the

Other Matters section in this audit report.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their

reports referred to in sub-paragraph of the Other Matters paragraph below, is sufficient and appropriate to provide a basis

for our audit opinion on the consolidated Ind AS financial statements.

We communicate with those charged with governance of the Holding Company and such other entities included in the

consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we

identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements

regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought

to bear on our independence, and where applicable, related safeguards.

other Matters

1. The consolidated Ind AS financial statements, include the Group share of net profit (including other comprehensive

income) of ` 8.29 million for the year ended 31 March 2020, as considered in the consolidated financial statements,

in respect of four overseas associates and one Indian associate whose financial statements have not been audited by

us. These financial statements are unaudited and have been furnished to us by the management and our opinion on

the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this

associates, and our report in terms of sub section (3) and (11) of section 143 of the Act, in so far as it relates to the

aforesaid overseas associates is based solely on such unaudited financial statements.

financial statem

ents


2. The consolidated Ind AS financial statements also include the Group share of net profit (including other comprehensive

income) of ` (2.87) million for the year ended 31 March 2020, as considered in the consolidated financial statements, in

respect of two associates and one joint venture, whose financial statements have not been audited by us. These financial

statements have been audited by other auditors whose report have been furnished to us by the managements and our

opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included

in respect of these associates, and our report in terms of sub section (3) and (11) of section 143 of the Act, in so far as it

relates to the aforesaid associates is based solely on the reports of the other auditors.

3. In case of fourteen overseas subsidiaries (including eleven step subsidiaries), included in the consolidated Ind AS financial

statements, whose financial statements reflect total assets of ` 20378.01 million as at 31 March 2020, Net assets of `

5111.16 million total revenue of ` 19171.58 million and net cash flows amounting to ` 13.82 million for the year ended on

that date. These financial statements are unaudited since they follow different accounting year based on requirement of

the respective jurisdiction in which they operate. The audited accounts alongwith management accounts for the balance

period upto March 2020 have been furnished to us by the management and our opinion on the consolidated Ind AS

financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries

(including step subsidiaries), and our report in terms of sub section (3) and (11) of section 143 of the Act, in so far as it

relates to the aforesaid overseas subsidiaries (including step subsidiaries) is based solely on such financial statements.

4. We did not audit the financial statements of two Indian subsidiaries, included in the consolidated Ind AS financial

statements, whose financial statements reflect total assets of ` 737.97 million as at 31 March 2020, Net assets of `

(2732.97) million total revenue of ` 1079.82 million and net cash flows amounting to ` 12.47 million for the year ended on

that date. These financial statements are unaudited and have been furnished to us by the management and our opinion,

in so far as it relates to the aforesaid subsidiaries and our audit report in terms of sub section (3) of section 143 of the

Act in so far as it relates to the aforesaid subsidiaries, are based solely on such unaudited financial statements. In our

opinion and according to the information and explanation given to us by the management, these financial statements are

not material to the Group.

5. The financial statements and other financial information of six step subsidiaries, which are located outside India, as

drawn up in accordance with the generally accepted accounting principles of the respective countries (‘the local GAAP’),

and which have been audited by other auditors duly qualified to act as auditors in those countries. The financial statement

of these step subsidiaries reflect total assets of ` 13116.75 million as at 31 March 2020, Net assets of ` 1562.61 million,

total revenue of ` 5583.54 million and net cash inflows amounting to ` 47.88 million for the year ended on that date, as

considered in the consolidated Ind AS financial statements. The Company’s management has converted the financial

statements of such subsidiaries located outside India from accounting principles generally accepted in their respective

countries to accounting principles generally accepted in India. These conversion adjustments made by the Company’s

management, have been audited by us and other auditor. Our opinion in so far as it relates to the balances and affairs of

such step subsidiaries located outside India is based on the audit report of other auditors and the conversion adjustments

prepared by the management of the Company.

Our opinion above on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements

below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the

other auditors and the Ind AS financial statements/ financial information certified and furnished to us by the managements.


report on other Legal and regulatory requirements

A. As required by section 197(16) of the Act, based on our audit and on the consideration of the reports of the statutory

auditors of other subsidiaries companies incorporated in India, the remuneration paid during the current year by the

Holding Company and its subsidiary companies incorporated in India to its directors is in accordance with the provisions

of Section 197 of the Act. The remuneration paid to any director by the Holding Company and its subsidiary companies

incorporated in India is not in excess of the limit laid down under Section 197 read with Schedule V to the Act. Further, we

report that the provision of section 197 read with schedule V of the Act are not applicable to twenty subsidiary companies

(including seventeen step subsidiaries), since none of the companies is a public company as defined under section 2(71)

of the Act.

B. As required by Section 143(3) of the Act, based on our audit and on the consideration of reports of the other auditors on

separate financial statements and the other financial information of its subsidiaries, joint venture and its associates, as

noted in the Other Matters paragraph above, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind

AS financial statements have been kept so far as it appears from our examination of those books and the reports of

the other auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive

Income), the Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with by

this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the

consolidated financial statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of

the Act.

e) The matters described in Emphasis of Matter, in our opinion, may have an adverse effect on the functioning of the

Group.

f) On the basis of the written representations received from the directors of the Holding Company as on 31 March

2020 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of

its subsidiary companies and joint venture incorporated in India, none of the directors of the Group companies, its

associates and its joint venture incorporated in India, is disqualified as on 31 March 2020 from being appointed as a

director in terms of Section 164(2) of the Act.

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding

Company, its subsidiary companies, joint venture and its associates incorporated in India and the operating

effectiveness of such controls, refer to our separate report in “Annexure A”.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to

the explanations given to us and based on the consideration of the report of other auditors on separate financial

statements as also the other financial information of the subsidiaries and the joint venture:

financial statem

ents


i. The consolidated financial statements disclose the impact of pending litigations as at 31 March 2020 on the

consolidated financial position of the Group and its joint venture - Refer Note 43 to the consolidated financial

statements.

ii. Provision has been made in the consolidated financial statements, as required under the applicable law or Ind

AS, for material foreseeable losses, on long-term contracts including derivative contracts – as defined in Note 23

to the consolidated financial statements in respect of such items as it relates to the Group and its joint venture;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by

the Group; and



(sumit kathuria)PartnerM No. 520078 UDIN: 20520078AAAAIA6904


In conjunction with our audit of the consolidated financial statements of rJ corp Limited (hereinafter referred to as “the

Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) and

its joint venture and associates as at and for the year ended March 31, 2020, we have audited the internal financial controls

over financial reporting (‘IFCoFR’) with reference to financial statements of Holding Company, its subsidiaries companies, its

joint ventures and associates, which are companies covered under the Act, as at date.

responsibility of Management and those charged with governance for internal financial controls

The respective company’s management and the Board of Directors are responsible for establishing and maintaining internal

financial controls with reference to consolidated financial statements based on the criteria established by the respective

company considering the essential components of internal control stated in the Guidance Note. These responsibilities

include the design, implementation and maintenance of adequate internal financial controls that were operating effectively

for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies,

the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the

accounting records, and the timely preparation of reliable financial information, as required under the Act.

auditor’s responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting based on our audit. We

conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the

“Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under

Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards

and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether adequate internal financial controls over financial reporting was established and maintained and if

such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence

about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial

controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design

and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s

judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud

or error.

We believe that the audit evidence we have obtained and other auditors in terms of their reports referred to in the Other

Matter Paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls

system over financial reporting with reference to financial statements of the Holding Company, its subsidiary companies and

its joint venture company as aforesaid.

Meaning of internal financial controls over financial reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those

policies and procedures that:-

annexure a to the independent auditor’s report(referred to in paragraph 2 (f) under ‘report on other Legal and regulatory requirements’ section of our report to the

Members of rJ corp Limited of even date)

report on the internal financial controls over financial reporting under clause (i) of sub-section 3 of section 143 of the companies act, 2013 (“the act”)

financial statem

ents


(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are

being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of

the company’s assets that could have a material effect on the financial statements.

inherent Limitations of internal financial controls over financial reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion

or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.

Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to

the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

opinion

In our opinion, to the best of our information and according to the explanations given to us and based on the consideration

of the reports of other auditor referred to in the Other Matters section below, the Holding Company and such companies

incorporated in India which are its subsidiary companies, its associates and joint venture company, have, in all material

respects, adequate internal financial controls with reference to consolidated financial statements and such internal

financial controls were operating effectively as at 31 March 2020, based on the internal financial controls with reference

to consolidated financial statements criteria established by such companies considering the essential components of such

internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the

Institute of Chartered Accountants of India (the “Guidance Note”).

other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial

controls with reference to consolidated financial statements insofar as it relates to three associates and one joint venture

company, which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies

incorporated in India, who have issued unmodified opinion on the internal financial controls with reference to financial

statements of these companies.



(sumit kathuria)PartnerM No. 520078 UDIN: 20520078AAAAIA6904


coNsoLidated BaLaNce sHeetas at 31 March 2020


as at 31 March 2019

assets

Non-current assets

(a) Property, plant and equipment 4A 73,985.33 57,066.16

(b) Capital work in progress 4A 2,015.60 2,287.50

(c) Right of use assets 4B 11,481.71 -

(d) Investment properties 4C 413.99 -

(e) Other intangible assets 5A 8,526.69 8,247.48

(f) Intangible assets under development 5B 3.50 2.33

(e) Goodwill 5C 2,004.80 180.73

(h) Investment in associates 6 46.45 187.48

(i) Financial assets

(i) Investments 7 2,654.04 6,463.38

(ii) Loans 8 1,169.38 1,205.66

(iii) Others 9 201.05 51.73

(j) Deferred tax assets (Net) 39 559.49 666.49

(k) Income tax assets (net) 10 361.54 380.90

(l) Other non-current assets 11 1,106.48 958.70

total non-current assets 104,530.05 77,698.54

current assets

(a) Inventories 12 15,334.24 10,646.05

(b) Financial assets

(i) Trade receivables 13 3,706.58 3,367.82

(ii) Cash and cash equivalents 14 1,678.14 1,950.05

(iii) Bank balances other than (ii) above 15 548.36 556.69

(iv) Loan 16 1,647.75 3,764.98

(v) Others 17 1,398.18 1,835.60

(c) Current tax assets (Net) 10A 53.39 35.43

(d) Other current assets 18 3,875.57 3,570.88

total current assets 28,242.21 25,727.50

assets classified as held for sale 19 - 4.02

totaL assets 132,772.26 103,430.06

equity and liabilities

(i) equity

(a) Equity share capital 20 2.17 2.12

(b) Other equity

Reserve and Surplus 21 7,387.84 6,332.34

Equity contribution in compounded financial instruments 535.57 535.57

equity attributable to owners of the company 7,925.58 6,870.03

(ii) Non-controlling interests 22,999.95 14,354.65

total equity 30,925.53 21,224.68

(` in millions, except for share data and if otherwise stated)

Particulars

financial statem

ents


coNsoLidated BaLaNce sHeetas at 31 March 2020


as at 31 March 2019

Particulars

sumit kathuria

Partner


raj Pal gandhi

Director

DIN: 00003649

Lalit kumar singh


Varun Jaipuria

Director

DIN: 02465412

Mahavir Prasad garg

Company Secretary

For aPas & co.




rJ corp Limited


Liabilities

Non-current liabilities


(i) Borrowings 22A 36,930.78 37,879.54

(ii) Lease liabilities 22B 12,658.50 -

(iii) Other financial liabilities 23 1,128.46 1,071.02

(b) Other Non-current liabilities 24 398.84 525.38

(c) Provisions 25 2,042.64 1,447.48

(d) Deferred tax liabilities (Net) 39 2,068.00 2,568.20

total non- current liabilties 55,227.22 43,491.62

current liabilities


(i) Borrowings 22C 12,705.56 10,152.73

(ii) Lease liabilities 22D 1,441.25 -

(iii) Trade payables 26

-Total outstanding dues of micro enterprises and small enterprises 70.15 27.65

-Total outstanding dues of creditors other than micro enterprises and

small enterprises 9,729.07 7,802.43

(iv) Other financial liabilities 27 17,960.31 15,650.33

(b) Other current liabilities 28 4,325.62 4,675.18

(c) Provisions 25 349.23 261.14

(d) Current tax liabilities (Net) 29 38.32 144.30

total current liabilties 46,619.51 38,713.76

total liabilities 101,846.73 82,205.38

totaL equitY aNd LiaBiLities 132,772.26 103,430.06


The accompanying notes are an integral part of these consolidated financial statements.




coNsoLidated stateMeNt of Profit aNd Lossfor the Year ended 31 March 2020

Notes for the year ended31.03.2020

for the year ended31.03.2019

Particulars

financial statem

ents

income

Revenue from operations 30 102,611.56 78,711.96

Other income 31 4,716.49 2,019.66

total income 107,328.05 80,731.62

expenses

Cost of materials consumed 32 40,995.98 29,185.00

Excise duty 1,260.85 1,190.76

Purchases of stock-in-trade 33 4,150.66 3,379.27

Changes in inventories of finished goods,

stock-in-trade and work-in-progress 34 (1,819.76) (229.78)

Employee benefits expense 35 13,469.86 10,396.13

Finance costs 36 7,676.92 5,063.34

Depreciation and amortization expense 37 8,791.64 5,508.21

Impairment of non-financial assets 37A 38.77 265.87

Other expenses 38 27,989.77 24,043.00

total expenses 102,554.69 78,801.80

Profit before exceptional items and tax 4,773.36 1,929.82

Exceptional items 38A 324.40 19.13

Profit before share of profit of equity accounted investees 4,448.96 1,910.69

share of Profit of equity accounted investees (Net of income tax) 41.34 38.20

Profit before tax 4,490.30 1,948.89

tax expense

(a) Current tax 39 979.81 1,196.59

(b) Adjustment of tax relating to earlier periods 39 163.29 16.22

(c) Deferred tax 39 182.73 72.43

total tax expense 1,325.83 1,285.24

Profit for the year 3,164.47 663.65

other comprehensive income 38B

Items that will not to be reclassified to Statement of Profit and Loss:

(i) Re-measurement gains/(losses) on defined benefit plans (58.41) (44.79)

(ii) Re-measurement of equity instrument at fair value (2,573.23) 1,259.71

(iii) Gain from a bargain purchase 344.43 -

(iv) Income tax relating to items that will not be

reclassified to Statement of Profit and Loss 398.42 (45.52)

Items that will be reclassified to profit or loss:

(i) Exchange differences arising on translation of foreign operations 414.25 117.38

(ii) Income tax relating to items that will be

reclassified to Statement of Profit and Loss (0.23) 10.61

total other comprehensive income (1,474.77) 1,297.39

total comprehensive income for the year 1,689.70 1,961.04



Profit attributable to:

(i) Owners of the Company 292.57 (939.12)


Profit/(loss) for the year 3,164.47 663.65

other comprehensive income attributable to:

(i) Owners of the Company (1,732.93) 1,390.07

(ii) Non-controlling interests 258.17 (92.68)

other comprehensive income for the year (1,474.76) 1,297.39

total comprehensive income for the year attributable to:

(i) Owners of the Company (1,440.36) 450.94


other comprehensive income/(loss) for the year 1,689.71 1,961.04

earnings per equity share of face value of ` 10 each

Basic (`) 42 1,363.45 (4,846.36)

Diluted (`) 42 1,363.45 (4,846.36)


The accompanying notes are an integral part of these consolidated financial statements.


coNsoLidated stateMeNt of Profit aNd Lossfor the Year ended 31 March 2020

Notes for the year ended31.03.2020

for the year ended31.03.2019

Particulars


sumit kathuria

Partner


raj Pal gandhi

Director

DIN: 00003649

Lalit kumar singh


Varun Jaipuria

Director

DIN: 02465412

Mahavir Prasad garg

Company Secretary

For aPas & co.




rJ corp Limited



cash flow from operating activities:

Profit before tax, share of profit in associate but

after exceptional items 4,448.96 1,910.69

adjustments for:

Depreciation and Amortisation Expense 7,059.36 5,508.21

Depreciation on right of use 1,679.55 -

Depreciation on investment property 52.73 -

Impairment loss 38.77 265.87

Finance Cost 7,676.92 5,063.34

Interest Income (464.61) (605.36)

Employee stock option scheme expenses (11.60) 2.10

Allowance for doubtful debts 212.36 100.14

Dividend Income (1.55) (0.35)

Net Profit on Sale of Property, Plant & Equipment - (0.25)

Property, Plant & Equipment Written-Off - 166.51

Loss on disposal of property, plant and equipment (net) 166.52 92.35

Profit on Disposal of Unquoted (Others)

Current Investments & financial assets (2,130.23) (0.48)

Impairment of loan to associate 989.78 -

Debts / Advances Written off 2.80 110.29

Provision for Doubtful Loans and

Advances and Other Current Assets 19.70 56.07

Net gain/(loss) on foreign currency

transactions and translations 172.32 771.07

Profit on dilution of control in subsidiary (1,163.93) -

Gain on net investment in finance lease (18.76) -

Gain on derecognition of financial instruments (59.65) -

Gain on acquisition of control over existing associate (158.11) -

Profit on disposal of Investment in JV company - (976.50)

Excess provisions written back (228.57) (108.24)

13,833.79 10,444.77

operating Profit before changes in operating assets and liabilities 18,282.75 12,355.46

changes in operating assets and liabilities:

- Decrease/(Increase) in Trade Receivables (636.51) 319.84

- Decrease/(Increase) in Non Current Assets (1,967.23) 182.99

- Decrease/(Increase) in Current Assets (84.16) (1,821.98)

- Decrease/(Increase) in Inventories (3,687.03) (502.71)

- Increase in Non Current Liabilities 510.99 426.97

- Increase/(Decrease) in Current Liabilities 2,356.20 (3,507.73) 1,406.38 11.48

cash from operations 14,775.02 12,366.94

coNsoLidated casH fLoW stateMeNtfor the Year ended 31 March 2020

Year ended31 March 2020


Particulars


1

financial statem

ents


- Taxes (Paid)/Received (Net of Tax Deducted at Source) (1,358.73) (1,061.98)

Net cash flow from operating activities (a) 13,416.30 11,304.96

cash flow from investing activities:

adjustments for changes in:

Payment for Property, Plant and Equipment

(including Intangible Assets) (8,271.08) (11,532.03)

Proceeds from Sale of Property, Plant and Equipment 1,906.40 485.66

Proceeds from Sale of Investments 2,536.33 1,107.07

Purchase of Non Current Investments - (26.00)

Acquisition under business combination (16,251.55) -

Redemption from/(Investment in) Bank Deposits

(with more than 12 months maturity) 14.50 2.33

Proceed from/(Investment in) Deposits with original

maturity more than 3 months but less than 12 months 7.39 (254.27)

Loan Given 1,162.54 (508.52)

Dividend Received on Current Investments 1.55 0.35

Interest Received 586.92 591.62

(18,307.00) (10,133.78)

Net cash used in investing activities (B) (18,307.00) (10,133.78)

cash flow from financing activities:

Proceeds from issue of share capital in a Subsidiary

(including share premium thereon) to Non Controlling Interest 0.05 0.26

Proceeds from long term borrowings (Net) 2,065.40 701.22

Proceeds from Short term borrowings (Net) 3,268.50 3,530.32

Interest Paid (6,465.75) (5,102.92)

Dividend Paid/Amount Transferred to

Investor Education & Protection Fund (476.66) (321.68)

Corporate Dividend Distribution Tax Paid (90.70) (55.73)

Securities premium 8,939.65 -

Repayment of lease liabilities (2,491.02) -

Share issue expenses paid (164.36) -

4,585.11 (1,248.54)

Net cash outflow flow financing activities (c) 4,585.11 (1,248.54)

Net increase/(decrease) in cash and cash equivalents d=(a+B+c) (305.59) (77.36)

Opening Balance of Cash and Cash Equivalents (e) 1,950.05 1,916.08

Cash and cash equivalents acquired on

consolidation of new subsidiaries (f) 111.32

Cash and cash equivalents due to

dilution of control in subsidiaries (g) 20.00 -

Cash and cash equivalents acquired on



Particulars



amalgmation (refer note 55A) (H) 13.68

Closing Balance of Cash and Cash Equivalents (d+e+f+g+H) 1,678.14 1,950.05

cash and cash equivalents comprise of

Balance with banks in current accounts 978.90 1,843.70

Balance in deposits with original maturity of less than three months 639.69

Cheques/drafts on hand 13.90 4.91

Cash in transit 0.75 12.92

Cash on hand 44.90 88.52

cash and cash equivalents as per cash flow statements 1,678.14 1,950.05

Notes :-

a) amendment to iNd as 7

The amendments to IND AS 7 “ Statement of Cash Flows” requires the entities to provide disclosures that enable users

of Financial Statements to evaluate changes in liabilities arising from financing activities, including both changes arising

from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances

in the balance sheet for liabilities arising from financing activities, to meet the disclosure requirement.

Particulars Non-current Borrowings

current Borrowings

Balance as at 01 April 2019 47,112.57 10,152.73

Cash Flows (Net) 624.76 2,546.47

Non cash changes

Impact of fair value changes 164.61 -

Impact of exchange fluctuations 100.44 -

Impact on acquisition of control over exisiting associate - 6.37

Balance as at 31 March 2020 48,002.38 12,705.57

Figures in brackets indicate cash outflow.

The accompanying notes are an integral part of the financial statements.




Particulars


sumit kathuria

Partner


raj Pal gandhi

Director

DIN: 00003649

Lalit kumar singh


Varun Jaipuria

Director

DIN: 02465412

Mahavir Prasad garg

Company Secretary

For aPas & co.




rJ corp Limited


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rnin

gs

Bal

ance

as

at 1

a

rpil

2018

2,2

27.8

6 1

,761

.06

96.

62

57.

85

600

.13

74.

04

(583

.85)

41.

10

(6,4

85.3

3) 3

,159

.52

168

.65

1,1

17.6

5 1

1,43

5.27

1

2,55

2.92

Pro

fit f

or th

e ye

ar

ende

d -

-

-

-

-

-

-

-

(9

39.1

2) -

(9

39.1

2) 1

,602

.77

663

.65

Oth

er

com

preh

ensi

ve

inco

me

for

the

peri

od e

nded

Re-

mea

sure

men

t ga

ins/

(loss

es) o

n de

fine

d be

nefi

t pl

ans

(Net

of

defe

rred

taxe

s)

-

-

-

-

-

-

-

-

638

.71

-

638

.71

(62.

07)

576

.64

(` in

mill

ions

, exc

ept f

or s

hare

dat

a an

d if

oth

erw

ise

stat

ed)

(` in

mill

ions

, exc

ept f

or s

hare

dat

a an

d if

oth

erw

ise

stat

ed)


(` in

mill

ions

, exc

ept f

or s

hare

dat

a an

d if

oth

erw

ise

stat

ed)

Re-

mea

sure

men

t of

equ

ity

inst

rum

ents

on

fair

val

ue/g

ain

on s

ale

of s

uch

inst

rum

ents

. (N

et

of d

efer

red

taxe

s)

1,1

97.7

8 1

,197

.78

1,1

97.7

8

Tran

sfer

red

to r

etai

ned

earn

ings

on

disp

osal

of e

quity

in

vest

men

ts

-

-

-

-

-

-

-

-

33.

70

(638

.71)

-

(605

.01)

-

(605

.01)

Exch

ange

di

ffer

ence

s ar

isin

g on

tran

slat

ion

of

fore

ign

oper

atio

ns

(Net

of t

ax )

-

-

-

-

-

-

-

-

-

158

.64

158

.64

(30.

24)

128

.40

Div

iden

d pa

id -

-

-

-

-

-

-

-

-

-

-

(3

21.1

0) (3

21.1

0)D

ivid

end

dist

ribu

tion

tax

-

-

-

-

-

-

-

-

(17.

03)

-

(17.

03)

(38.

70)

(55.

73)

Tran

sfer

to

debe

ntur

e re

dem

ptio

n re

serv

e

-

-

-

47.

18

-

-

-

-

(47.

18)

-

-

-

-

Tran

sfer

to

gene

ral r

eser

ve -

1

05.0

3 (1

05.0

3) -

-

-

-

-

-

-

-

-

Add

ition

to

Cap

ital R

eser

ve

on a

cqui

sitio

n of

co

ntro

lling

sta

ke

in o

ne o

f the

su

bsid

iary

304

.74

-

-

-

-

-

-

-

-

-

304

.74

-

304

.74

Par

ticul

ars

Att

ribu

tabl

e to

the

Ow

ners

of t

he C

ompa

nyA

ttri

buta

ble

to N

CI

Tota

l

Res

erve

and

sur

plus

Re-

mea

sure

men

t of

equ

ity

inst

rum

ent

at fa

ir v

alue

th

roug

h O

CI

(net

of d

efer

red

tax)

Exch

ange

di

ffer

ence

s on

tr

ansl

atin

g th

e fi

nanc

ial

stat

emen

ts

of fo

reig

n op

erat

ions

Tota

l A

ttri

buta

ble

to O

wne

rs

Cap

ital

rese

rve

Cap

ital

rese

rve

on

Con

solid

atio

n

Gen

eral

re

serv

e

Deb

entu

re

rede

mpt

ion

rese

rve

Sec

urity

pr

emiu

m

rese

rve

Sha

re

base

d pa

ymen

t re

serv

e

Tran

sact

ion

with

NC

I R

eser

ve

Fore

ign

curr

ency

m

onet

ary

item

tr

ansl

atio

n di

ffer

ence

ac

coun

t

Ret

aine

d ea

rnin

gs

financial statem

ents


Par

ticul

ars

Att

ribu

tabl

e to

the

Ow

ners

of t

he C

ompa

nyA

ttri

buta

ble

to N

CI

Tota

l

Res

erve

and

sur

plus

Re-

mea

sure

men

t of

equ

ity

inst

rum

ent

at fa

ir v

alue

th

roug

h O

CI

(net

of d

efer

red

tax)

Exch

ange

di

ffer

ence

s on

tr

ansl

atin

g th

e fi

nanc

ial

stat

emen

ts

of fo

reig

n op

erat

ions

Tota

l A

ttri

buta

ble

to O

wne

rs

Cap

ital

rese

rve

Cap

ital

rese

rve

on

Con

solid

atio

n

Gen

eral

re

serv

e

Deb

entu

re

rede

mpt

ion

rese

rve

Sec

urity

pr

emiu

m

rese

rve

Sha

re

base

d pa

ymen

t re

serv

e

Tran

sact

ion

with

NC

I R

eser

ve

Fore

ign

curr

ency

m

onet

ary

item

tr

ansl

atio

n di

ffer

ence

ac

coun

t

Ret

aine

d ea

rnin

gs

Am

ount

tr

ansf

erre

d on

am

alga

mat

ion

of

com

mon

con

trol

en

titie

s (r

efer

not

e 49

)

(1.3

3) (1

.00)

(2.3

3) (2

.33)

Add

ition

mad

e in

FC

MIT

DA

for

the

year

end

ed

-

-

-

-

-

-

-

(9.1

3) -

-

(9

.13)

(20.

74)

(29.

87)

FCM

ITD

A c

harg

ed

to S

tate

men

t of

Pro

fit a

nd L

oss

-

-

-

-

-

-

-

(5.7

6) -

-

(5

.76)

(13.

08)

(18.

84)

Add

ition

s m

ade

on c

onve

rsio

n of

com

puls

orily

co

nver

tible

de

bent

ures

into

eq

uity

sha

res

-

-

-

-

2,0

99.9

4 -

-

-

-

-

2

,099

.94

-

2,0

99.9

4

Add

ition

s m

ade

on c

onve

rsio

n of

com

puls

orily

co

nver

tible

pr

efer

ence

sha

res

into

equ

ity s

hare

s

-

-

-

-

2,9

58.8

8 -

-

-

-

-

2

,958

.88

-

2,9

58.8

8

Add

ition

s m

ade

pers

uant

to

exer

cise

of

empl

oyee

sto

ck

optio

ns

-

-

-

-

-

1.9

3 -

-

-

-

1

.93

0.1

7 2

.10

Tran

sfer

to

Sec

urity

pre

miu

m

rese

rve

on

exer

cise

of

empl

oyee

sto

ck

optio

ns

-

-

-

-

-

(0.1

9) -

-

-

-

(0

.19)

-

(0.1

9)

(` in

mill

ions

, exc

ept f

or s

hare

dat

a an

d if

oth

erw

ise

stat

ed)


Par

ticul

ars

Att

ribu

tabl

e to

the

Ow

ners

of t

he C

ompa

nyA

ttri

buta

ble

to N

CI

Tota

l

Res

erve

and

sur

plus

Re-

mea

sure

men

t of

equ

ity

inst

rum

ent

at fa

ir v

alue

th

roug

h O

CI

(net

of d

efer

red

tax)

Exch

ange

di

ffer

ence

s on

tr

ansl

atin

g th

e fi

nanc

ial

stat

emen

ts

of fo

reig

n op

erat

ions

Tota

l A

ttri

buta

ble

to O

wne

rs

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ital

rese

rve

Cap

ital

rese

rve

on

Con

solid

atio

n

Gen

eral

re

serv

e

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entu

re

rede

mpt

ion

rese

rve

Sec

urity

pr

emiu

m

rese

rve

Sha

re

base

d pa

ymen

t re

serv

e

Tran

sact

ion

with

NC

I R

eser

ve

Fore

ign

curr

ency

m

onet

ary

item

tr

ansl

atio

n di

ffer

ence

ac

coun

t

Ret

aine

d ea

rnin

gs

Par

ticul

ars

Att

ribu

tabl

e to

the

Ow

ners

of t

he C

ompa

nyA

ttri

buta

ble

to N

CI

Tota

l

Res

erve

and

sur

plus

Re-

mea

sure

men

t of

equ

ity

inst

rum

ent

at fa

ir v

alue

th

roug

h O

CI

(net

of d

efer

red

tax)

Exch

ange

di

ffer

ence

s on

tr

ansl

atin

g th

e fi

nanc

ial

stat

emen

ts

of fo

reig

n op

erat

ions

Tota

l A

ttri

buta

ble

to O

wne

rs

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ital

rese

rve

Cap

ital

rese

rve

on

Con

solid

atio

n

Gen

eral

re

serv

e

Deb

entu

re

rede

mpt

ion

rese

rve

Sec

urity

pr

emiu

m

rese

rve

Sha

re

base

d pa

ymen

t re

serv

e

Tran

sact

ion

with

NC

I R

eser

ve

Fore

ign

curr

ency

m

onet

ary

item

tr

ansl

atio

n di

ffer

ence

ac

coun

t

Ret

aine

d ea

rnin

gs

Cre

ated

on

acqu

isiti

on o

f co

ntro

lling

sta

ke

in s

ubsi

diar

y

-

-

-

-

-

-

-

-

-

-

-

1,2

05.2

3 1

,205

.23

Tran

sact

ion

with

N

CI/

Cha

nge

in

cont

rolli

ng s

take

-

-

-

-

-

-

(567

.39)

-

-

-

(567

.39)

597

.13

29.

74

Bal

ance

as

at 3

1 M

arch

201

9 2

,531

.27

1,7

61.0

6 2

01.6

5 0

.00

5,6

58.9

5 7

5.78

(1

,151

.24)

26.

21

(6,8

17.2

5) 3

,718

.59

327

.29

6,3

32.3

1 1

4,35

4.65

2

0,68

6.96

(` in

mill

ions

, exc

ept f

or s

hare

dat

a an

d if

oth

erw

ise

stat

ed)

Bal

ance

as

at 3

1 M

arch

201

9 2

,531

.27

1,7

61.0

6 2

01.6

5 0

.00

5,6

58.9

5 7

5.78

(1

,151

.24)

26.

21

(6,8

17.2

5) 3

,718

.59

327

.29

6,3

32.3

1 1

4,35

4.65

2

0,68

6.96

Pro

fit f

or th

e ye

ar

ende

d -

-

-

-

-

-

-

-

2

92.5

7 -

2

92.5

7 2

,871

.90

3,1

64.4

7

financial statem

ents


Par

ticul

ars

Att

ribu

tabl

e to

the

Ow

ners

of t

he C

ompa

nyA

ttri

buta

ble

to N

CI

Tota

l

Res

erve

and

sur

plus

Re-

mea

sure

men

t of

equ

ity

inst

rum

ent

at fa

ir v

alue

th

roug

h O

CI

(net

of d

efer

red

tax)

Exch

ange

di

ffer

ence

s on

tr

ansl

atin

g th

e fi

nanc

ial

stat

emen

ts

of fo

reig

n op

erat

ions

Tota

l A

ttri

buta

ble

to O

wne

rs

Cap

ital

rese

rve

Cap

ital

rese

rve

on

Con

solid

atio

n

Gen

eral

re

serv

e

Deb

entu

re

rede

mpt

ion

rese

rve

Sec

urity

pr

emiu

m

rese

rve

Sha

re

base

d pa

ymen

t re

serv

e

Tran

sact

ion

with

NC

I R

eser

ve

Fore

ign

curr

ency

m

onet

ary

item

tr

ansl

atio

n di

ffer

ence

ac

coun

t

Ret

aine

d ea

rnin

gs

(` in

mill

ions

, exc

ept f

or s

hare

dat

a an

d if

oth

erw

ise

stat

ed)

Oth

er

com

preh

ensi

ve

inco

me

for

the

year

end

edR

e-m

easu

rem

ent

gain

s/(lo

sses

) on

defi

ned

bene

fit

plan

s (N

et o

f de

ferr

ed ta

xes)

-

-

-

-

-

-

-

-

(47.

34)

-

-

(47.

34)

6.7

7 (4

0.57

)

Re-

mea

sure

men

t of

equ

ity

inst

rum

ents

on

fair

val

ue/g

ain

on s

ale

of s

uch

inst

rum

ents

. (N

et

of d

efer

red

taxe

s)

-

-

-

-

-

-

-

-

-

(2,1

92.6

4) -

(2

,192

.64)

-

(2,1

92.6

4)

Gai

n fr

om a

ba

rgai

n pu

rcha

se

(ref

er n

ote

55D

)

105

.27

-

-

-

-

-

-

-

-

-

-

105

.27

239

.16

344

.43

Tran

sfer

red

to r

etai

ned

earn

ings

on

disp

osal

of e

quity

in

vest

men

ts

-

-

-

-

-

-

-

-

1,2

30.1

8 (1

,230

.18)

-

-

-

-

Exch

ange

di

ffer

ence

s ar

isin

g on

tran

slat

ion

of

fore

ign

oper

atio

ns

(Net

of t

ax )

-

-

-

-

-

-

-

-

-

-

401

.78

401

.78

12.

24

414

.02

Div

iden

d pa

id -

-

-

-

-

-

-

-

-

-

-

-

(4

76.7

0) (4

76.7

0)D

ivid

end

dist

ribu

tion

tax

-

-

-

-

-

-

-

-

(27.

72)

-

-

(27.

72)

(62.

98)

(90.

70)


Par

ticul

ars

Att

ribu

tabl

e to

the

Ow

ners

of t

he C

ompa

nyA

ttri

buta

ble

to N

CI

Tota

l

Res

erve

and

sur

plus

Re-

mea

sure

men

t of

equ

ity

inst

rum

ent

at fa

ir v

alue

th

roug

h O

CI

(net

of d

efer

red

tax)

Exch

ange

di

ffer

ence

s on

tr

ansl

atin

g th

e fi

nanc

ial

stat

emen

ts

of fo

reig

n op

erat

ions

Tota

l A

ttri

buta

ble

to O

wne

rs

Cap

ital

rese

rve

Cap

ital

rese

rve

on

Con

solid

atio

n

Gen

eral

re

serv

e

Deb

entu

re

rede

mpt

ion

rese

rve

Sec

urity

pr

emiu

m

rese

rve

Sha

re

base

d pa

ymen

t re

serv

e

Tran

sact

ion

with

NC

I R

eser

ve

Fore

ign

curr

ency

m

onet

ary

item

tr

ansl

atio

n di

ffer

ence

ac

coun

t

Ret

aine

d ea

rnin

gs

(` in

mill

ions

, exc

ept f

or s

hare

dat

a an

d if

oth

erw

ise

stat

ed)

Tran

sitio

nal

impa

ct o

n ad

optio

n of

In

d A

S 1

16

appl

ying

mod

ified

re

tros

pect

ive

appr

oach

(ref

er

note

47

)

-

-

-

-

-

-

-

-

(1,2

41.8

7) -

-

(1

,241

.87)

(356

.66)

(1,5

98.5

3)

Am

ount

tr

ansf

erre

d on

am

alga

mat

ion

(ref

er n

ote

55A

)

100

.94

-

-

-

-

-

-

-

-

-

-

100

.94

-

100

.94

Add

ition

mad

e in

FC

MIT

DA

for

the

year

end

ed

-

-

-

-

-

-

-

(15.

11)

-

-

-

(15.

11)

(34.

34)

(49.

45)

FCM

ITD

A c

harg

ed

to S

tate

men

t of

Pro

fit a

nd L

oss

-

-

-

-

-

-

-

14.

98

-

-

-

14.

98

34.

02

49.

00

Add

ition

s m

ade

on is

sue

of e

quity

sh

ares

pur

suan

t to

QIP

-

-

-

-

2,7

05.0

1 -

-

-

-

2

,705

.01

6,1

47.9

2 8

,852

.93

Add

ition

s m

ade

pers

uant

to

exer

cise

of

empl

oyee

sto

ck

optio

ns

-

-

-

-

0.1

8 (9

.31)

-

-

-

-

-

(9.1

3) (2

.47)

(11.

60)

Add

ition

s m

ade

pers

uant

to

exer

cise

of r

ight

is

sue

-

-

-

-

1,0

00.0

0 -

-

-

-

-

-

1

,000

.00

-

1,0

00.0

0

Am

ount

util

ised

fo

r bo

nus

issu

e -

-

-

-

(2

79.1

2) -

-

-

-

-

-

(2

79.1

2) (6

34.1

6) (9

13.2

8)

financial statem

ents


(` in

mill

ions

, exc

ept f

or s

hare

dat

a an

d if

oth

erw

ise

stat

ed)

Par

ticul

ars

Att

ribu

tabl

e to

the

Ow

ners

of t

he C

ompa

nyA

ttri

buta

ble

to N

CI

Tota

l

Res

erve

and

sur

plus

Re-

mea

sure

men

t of

equ

ity

inst

rum

ent

at fa

ir v

alue

th

roug

h O

CI

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1. corporate information

RJ Corp Limited (‘the Holding Company’) was

incorporated on 01st March 1980. The Holding Company

is primarily engaged in the business of trading in Shoes

& Apparels of ‘Nike’ and ‘Rookie’ brand and in investment

activities.

The Company together with its subsidiaries (hereinafter

referred to as ‘the Group’) has presence majorly in

Asia, Africa, and Singapore. The principal activities

of the Group, its joint ventures and associates consist

of manufacturing, selling, bottling and distribution of

beverages, developing, and managing and operating

quick services restaurants, providing healthcare

services, education services, manufacturing and selling

of dairy products & ice cream, retail, trading and real

estate businesses.

2. Basis of preparation

The Consolidated Financial Statements (“the CFS”) of

the Group have been prepared in accordance with the

Indian Accounting Standards (‘‘Ind AS’’) notified under

the Companies (Indian Accounting Standard) Rules,

2015 and stipulations contained in Schedule III (revised)

as applicable under Section 133 of the Companies Act,

2013 (“the Act”) as amended from time to time and other

pronouncements/ provisions of applicable laws.

The CFS of the Group are authorised for issue on 30

September 2020 in accordance with a resolution of the

Board of Directors. The revision to financial statements

are permitted by Board of Directors after obtaining

necessary approvals or at the instance of regulatory

authorities as per provisions of Companies Act, 2013.

The CFS have been prepared on a historical cost basis,

except for the following assets and liabilities which have

been measured at fair value:

i. Derivative financial instruments;

ii. Certain financial assets and liabilities measured

at fair value (refer accounting policy regarding

financial instruments);

iii. Defined benefit plans- plan assets measured at fair

value; and

iv. Share based payments;

The Group presents assets and liabilities in the balance

sheet based on current/non-current classification.

An asset is treated as current if it satisfies any of the

following conditions:

i. Expected to be realised or intended to sold or

consumed in normal operating cycle

ii. Held primarily for the purpose of trading

iii. Expected to be realised within twelve months after

the reporting period,

iv. Cash or cash equivalent unless restricted from

being exchanged or used to settle a liability for at

least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current if it satisfies any of the following

conditions:

i. It is expected to be settled in normal operating

cycle;

ii. It is held primarily for the purpose of trading;

iii. It is due to be settled within twelve months after the

reporting period, or

iv. There is no unconditional right to defer the

settlement of the liability for at least twelve months

after the reporting period.

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-

current assets and liabilities.

The operating cycle is the time between the acquisition

of assets for processing and its realisation in cash

and cash equivalents. The Group has identified twelve

months as its operating cycle.

suMMarY of sigNificaNt accouNtiNg PoLicies aNd otHer eXPLaNatorY iNforMatioN oN tHe coNsoLidated


financial statem

ents


All amounts disclosed in the CFS and notes have been

rounded off to the nearest million as per the requirement

of Schedule III to the Act, unless otherwise stated.

2.1. Basis of consolidation

The consolidated financial statements comprise the

financial statements of the Company, its subsidiaries,

associate and joint ventures. Control is achieved when

the Group is exposed, or has rights, to variable returns

from its involvement with the investee and has the

ability to affect those returns through its power over the

investee. Specifically, the Group controls an investee if

and only if the Group has:

• Power over the investee (i.e., existing rights that

give it the current ability to direct the relevant

activities of the investee);

• Exposure, or rights, to variable returns from its

involvement with the investee, and

• The ability to use its power over the investee to

affect its returns.

Generally, there is a presumption that a majority of voting

rights result in control. To support this presumption and

when the Group has less than a majority of the voting

or similar rights of an investee, the Group considers all

relevant facts and circumstances in assessing whether

it has power over an investee, including:

a) The contractual arrangement with the other vote

holders of the investee;

b) The rights arising from other contractual

arrangements;

c) The Group’s voting rights and potential voting

rights; and

d) The size of the Group’s holding of voting rights

relative to the size and dispersion of the holdings of

the other voting rights holders.

The Group re-assesses whether or not it controls an

investee if facts and circumstances indicate that there

are changes to one or more of the three elements of

control. Consolidation of a subsidiary begins when

the Group obtains control over the subsidiary and

ceases when the Group loses control of the subsidiary.

Assets, liabilities, income and expenses of a subsidiary

acquired or disposed of during the year are included in

the consolidated financial statements from the date the

Group gains control until the date the Group ceases to

control the subsidiary.

Consolidated financial statements are prepared using

uniform accounting policies for like transactions and

other events in similar circumstances. If a member of

the Group uses accounting policies other than those

adopted in the consolidated financial statements for

like transactions and events in similar circumstances,

appropriate adjustments are made to that member’s

financial statements in preparing the consolidated

financial statements to ensure conformity with the

Group’s accounting policies.

An associate is an entity over which the Group has

significant influence, i.e., the power to participate in the

financial and operating policy decisions of the investee

but not control or joint control over those policies.

A joint venture is a joint arrangement whereby the

parties that have joint control of the arrangement have

rights to the net assets of the joint arrangement.

The financial statements of all entities used for the

purpose of consolidation are drawn up to same

reporting date as that of the parent company, i.e., year

ended 31 March. When the end of the reporting period

of the parent is different from that of a subsidiary/

associate/joint ventures, the subsidiary/ associate/

joint ventures prepares, for consolidation purposes,

additional financial information as of the same date

as the financial statements of the parent to enable the

parent to consolidate the financial information of the

subsidiary, unless it is impracticable to do so.

The following consolidation procedures are adopted:

Subsidiary:

a) Combine like items of assets, liabilities, equity,

income, expenses and cash flows of the parent with




those of its subsidiaries. For this purpose, income

and expenses of the subsidiary are based on the

amounts of the assets and liabilities recognised

in the consolidated financial statements at the

acquisition date;

b) Offset (eliminate) the carrying amount of the

parent’s investment in each subsidiary and the

parent’s portion of equity of each subsidiary.

Business combinations policy explains how to

account for any related goodwill; and

c) Eliminate in full intragroup assets and liabilities,

equity, income, expenses and cash flows relating to

transactions between entities of the group (profits

or losses resulting from intragroup transactions

that are recognised in assets, such as inventory

and fixed assets, are eliminated in full). Ind AS 12

‘Income Taxes’ applies to temporary differences

that arise from the elimination of profits and losses

resulting from intragroup transactions.

Profit or loss and each component of Other

Comprehensive Income (“OCI”) are attributed to the

equity holders of the parent of the Group and to the

non-controlling interests, even if this results in the non-

controlling interests having a deficit balance.

A change in the ownership interest of a subsidiary,

without a loss of control, is accounted for as an equity

transaction. If the Group loses control over a subsidiary,

it:

• Derecognises the assets (including goodwill) and

liabilities of the subsidiary;

• Derecognises the carrying amount of any non-

controlling interests;

• Derecognisesthecumulativetranslationdifferences

recorded in equity;

• Recognises the fair value of the consideration

received;

• Recognises the fair value of any investment

retained;

• Recognises any surplus or deficit in Consolidated

Statement of Profit and Loss;

• Reclassifies the parent’s share of components

previously recognised in OCI to profit or loss or

retained earnings, as appropriate, as would be

required if the Group had directly disposed of the

related assets or liabilities

When the Group loses control over a subsidiary, it

derecognises the assets and liabilities of the subsidiary,

and any related NCI and other components of equity. Any

interest retained in the former subsidiary is measured

at fair value at the date the control is lost. Any resulting

gain or loss is recognised in consolidated profit or loss.

Associates and Joint ventures:

Interests in associates and joint ventures are accounted

for using the equity method, after initially being

recognised at cost in the consolidated balance sheet.

When a member of the Group transacts with an associate

or joint ventures of the Group, profits and losses from

transactions with the associate are recognised in the

CFS only to the extent of interests in the associate that

are not related to the Group.

The carrying amount of the investment is adjusted to

recognise changes in the Group’s share of net assets

of the associate since the acquisition date. Goodwill

relating to the associate is included in the carrying

amount of the investment.

The Consolidated Statement of Profit and Loss reflects

the Group’s share of the results of operations of

the associate. Any change in OCI of those investees

is presented as part of the Group’s OCI. In addition,

when there has been a change recognised directly in

the equity of the associate/joint ventures, the Group

recognises its share of any changes, when applicable, in

the statement of changes in equity. Unrealised gains and

losses resulting from transactions between the Group

and the associate/joint ventures are eliminated to the

extent of the interest in the associate. The aggregate

of the Group’s share of profit or loss of an associate

is shown on the face of the Consolidated Statement of

Profit and Loss.



financial statem

ents


After application of the equity method, the Group

determines whether it is necessary to recognise an

impairment loss on its investment in its associate/joint

ventures. At each reporting date, the Group determines

whether there is objective evidence that the investment

in the associate/joint ventures is impaired. If there

is such evidence, the Group calculates the amount of

impairment as the difference between the recoverable

amount of the associate/joint ventures and its carrying

value, and then recognises the loss as ‘Share of profit

of an associate’ in the Consolidated Statement of Profit

and Loss.

If an entity’s share of losses of an associate or a joint

venture equals or exceeds its interest in the associate

or joint venture, the entity discontinues recognising

its share of further losses. After the entity’s interest

is reduced to zero, additional losses are provided for,

and a liability is recognised, only to the extent that the

entity has incurred legal or constructive obligations

or made payments on behalf of the associate or joint

venture. If the associate or joint venture subsequently

reports profits, the entity resumes recognising its share

of those profits only after its share of the profits equals

the share of losses not recognised

Upon loss of significant influence over the associate, the

Group measures and recognises any retained investment

at its fair value. Any difference between the carrying

amount of the associate upon loss of significant and the

fair value of the retained investment and proceeds from

disposal is recognised in the Consolidated Statement of

Profit and Loss.

3. summary of significant accounting policies

a) fair value measurements

The Group measures financial instruments at fair value

which is the price that would be received to sell an asset

or paid to transfer a liability in an orderly transaction

between market participants at the measurement

date. The fair value measurement is based on the

presumption that the transaction to sell the asset or

transfer the liability takes place either:

• Intheprincipalmarketfortheassetorliability,or

• In the absence of a principalmarket, in themost

advantageous market for the asset or liability.

All assets and liabilities for which fair value is measured

or disclosed in the consolidated financial statements are

categorised within the fair value hierarchy, described as

follows, based on the lowest level input that is significant

to the fair value measurement as a whole:

• Level 1 - Quoted (unadjusted) market prices in

active markets for identical assets or liabilities;

• Level2-Valuationtechniquesforwhichthelowest

level input that is significant to the fair value

measurement is directly or indirectly observable;

and

• Level3-Valuationtechniquesforwhichthelowest

level input that is significant to the fair value

measurement is unobservable.

The Group uses valuation techniques that are appropriate

in the circumstances and for which sufficient data are

available to measure fair value, maximising the use of

relevant observable inputs and minimising the use of

unobservable inputs.

For assets and liabilities that are recognised in the

consolidated financial statements on a recurring basis,

the Group determines whether transfers have occurred

between levels in the hierarchy by re-assessing

categorisation (based on the lowest level input that is

significant to the fair value measurement as a whole) at

the end of each reporting period.

For the purpose of fair value disclosures, the Group has

determined classes of assets and liabilities on the basis

of the nature, characteristics and risks of the asset

or liability and the level of the fair value hierarchy as

explained above.

b) revenue recognition

Under Ind AS 115, revenue is recognised upon transfer

of control of promised goods or services to customers.

Revenue is measured at the fair value of the consideration




financial statem

ents

received or receivable, excluding discounts, incentives,

performance bonuses, price concessions, amounts

collected on behalf of third parties, or other similar

items, if any, as specified in the contract with the

customer. Revenue is recorded provided the recovery of

consideration is probable and determinable.

sale of goods

Revenue from the sale of manufactured and traded

goods products is recognised upon transfer of control

of products to the customers which coincides with their

delivery to customer and is measured at fair value of

consideration received/receivable, net of discounts,

amount collected on behalf of third parties and

applicable taxes.

In case of real estate business, the Group follows the

percentage of completion method of accounting to the

eligible projects. As per this method the revenue in

the Profit & Loss Account at the end of the accounting

year is recognized in proportion to the actual cost

incurred as against the total estimated cost of project

under execution with the Group subject to actual cost

being 25% / 30% or more of the total estimated cost.

The estimates relating to saleable area, sales value,

estimated cost etc. are updated periodically by the

management and necessary adjustments are made in

respective year(s). As regards projects where land is to

be sold as plots, the sale is recognized on execution of

sale deed/handing over of possession of land.

sale of services

Revenue from outdoor catering services is recognised

on completion of the respective services agreed to be

provided, the consideration is reliably determinable and

no significant uncertainty exists regarding the collection.

The amount recognised as revenue is net of applicable

taxes.

Service income and management fee

Revenue from marketing support services and business

support services are in terms of agreements with the

customers and are recognised are recognised on the

basis of satisfaction of performance obligation over the

duration of the contract from the date the contracts are

effective or signed provided the consideration is reliably

determinable and no significant uncertainty exists

regarding the collection. The amount recognised as

revenue is net of applicable taxes.

Treatment, Consultancy & Room Charges

Revenue from Treatment and consultancy is recognized

at the time services are rendered, revenue from Room

charges is recognized on a day to day basis after the

patient checks into the Centre as IPD patient. Revenue

is recognized to the extent that it is probable that the

economic benefits will flow to the Group and the revenue

can be reliably measured.

Tuition Fee

Revenue from tuition fee is recognized monthly on

accrual basis.

Revenue from royalty is recognised over the period

of the contract provided the consideration is reliably

determinable and no significant uncertainty exists

regarding the collection. The amount recognised as

revenue is net of applicable taxes.

other income

Interest income

Interest income is recognised on time proportion

basis taking into account the amount outstanding and

rate applicable. For all debt instruments measured

at amortised cost, interest income is recorded using

the effective interest rate (“EIR”). EIR is the rate that

exactly discounts the estimated future cash payments

or receipts over the expected life of the financial

instrument or a shorter period, where appropriate,

to the gross carrying amount of the financial assets.

When calculating the effective interest rate, the Group

estimates the expected cash flows by considering

all the contractual terms of the financial instrument

(for example, prepayment, extension, call and similar

options) but does not consider the expected credit

losses. Interest income is included in finance income in

the Consolidated Statement of Profit and Loss.



financial statem

ents


Dividends

Dividend is recognised when the Group’s right to receive

the payment is established, which is generally when

shareholders approve the dividend.

Services rendered

Revenue from service related activities is recognised

as and when services are rendered and on the basis of

contractual terms with the parties.

c) inventories

Inventories are valued as follows:

i. raw materials, components and stores and

spares: At lower of cost and net realisable value.

Cost represents purchase price and other direct

costs and is determined on a moving weighted

average cost basis. However, materials and other

items held for use in the production of inventories

are not written down below cost if the finished

products in which they will be incorporated are

expected to be sold at or above cost.

ii. Work-in-progress: At lower of cost and net

realisable value. Cost for this purpose includes

material, labour and appropriate allocation

of overheads including depreciation. Cost is

determined on a weighted average basis.

iii. intermediate goods/ finished goods:

a) self-manufactured - At lower of cost and net realisable

value. Cost for this purpose includes material, labour and

appropriate allocation of overheads. Cost is determined

on a weighted average basis.

b) traded - At lower of cost and net realisable value. Cost

represents purchase price and other direct costs and is

determined on a weighted average cost basis.

Net realisable value is the estimated selling price in the

ordinary course of business, less estimated costs of

completion and estimated costs necessary to make the

sale. Provision for obsolescence is determined based

on management’s assessment and is charged to the

Consolidated Statement of Profit and Loss.

d) Property, plant and equipment

Property, plant and equipment and capital work

in progress is stated at cost, net of accumulated

depreciation and accumulated impairment losses, if

any. Such cost includes the cost of replacing part of the

plant and equipment and borrowing costs for long-term

construction projects if the recognition criteria are met.

Cost comprises the purchase price, borrowing costs

if capitalization criteria are met and any directly

attributable cost of bringing the asset to its working

condition for the intended use. Any trade discounts and

rebates are deducted in arriving at the purchase price.

The cost of an item of property, plant and equipment is

recognised as an asset if, and only if:

a. it is probable that future economic benefits

associated with the item will flow to the entity; and

b. the cost of the item can be measured reliably.

Subsequent expenditure related to an item of property,

plant and equipment is added to its book value only if

it increased the future benefits from the existing asset

beyond its previously assessed standard of performance.

All other expenses on existing assets, including day-

to- day repair and maintenance expenditure and cost

of replacing parts, are charged to the Consolidated

Statement of Profit and Loss for the period during

which such expenses are incurred. Expenditure directly

relating to construction activity is capitalized. Indirect

expenditure incurred during construction period is

capitalized as a part of indirect construction cost to

the extent the expenditure is related to construction

or is incidental thereto. Other indirect costs incurred

during-the construction periods which are not related

to construction activity nor are incidental thereto are

charged to the Consolidated Statement of Profit and

Loss.

Value for individual assets acquired for a consolidated

price, the consideration is apportioned to the various

assets on a fair value basis as determined by competent

valuers.




financial statem

ents

The management has estimated, supported by

technical assessment, the useful lives of property,

plant and equipment. The management believes that

these estimated useful lives are realistic and reflect

fair approximation of the period over which the assets

are likely to be used. Depreciation is calculated on a

straight-line basis over the estimated useful lives of the

assets as follows:

description useful Life

Leasehold land Period of lease

Leasehold improvements*

Period of lease/ 10 years

Building – Factory and others

20-60 years

Plant and equipment 4-20 years

Furniture & fixtures 5-11 years

Electrical fittings 9-10 years

Office equipment’s 4-11 years

Computers 3-7 years

Utensil and Kitchen equipment

10 years

Vehicles including delivery vehicles

4-11 years

Post-mix vending machines and refrigerators(Visi-Coolers)

7-10 years

Container 4-10 years

Crates 6 years

Marketing assets 5-8 years

Aircraft 20 years

Construction equipment 12 years

*In case of Devyani International Limited-Leasehold

improvements are depreciated on a straight line basis

over the period of the initial lease term or 10 years,

whichever is lower

Depreciation on property, plant and equipment is

provided over the useful life of assets as specified in

Schedule II to the Act, except where the management,

based on independent technical assessment,

depreciates certain assets

Overestimated useful lives which are different from the

useful life prescribed in the Schedule II to the Act. The

Group has used the remaining useful lives to compute

depreciation on its property, plant and equipment,

acquired under the business transfer agreement based

on external technical evaluation.

Depreciation on property, plant and equipment which

are added/disposed off during the year is provided on a

pro-rata basis with reference to the month of addition/

deletion. An item of property, plant and equipment and

any significant part initially recognised is derecognised

upon disposal or when no future economic benefits are

expected from its use or disposal.

Any gain or loss arising on de-recognition of the asset

(calculated as the difference between the net disposal

proceeds and the carrying amount of the asset) is

included in the income statement when the asset is

derecognised.

The Group has technically evaluated all the property,

plant and equipment for determining the separate

identifiable assets having different useful lives under

the component approach. On technical evaluation of all

separate identifiable components, the management is of

the opinion that they do not have any different useful life

from that of the principal asset.

In case of revaluation of leasehold land, the resulting

amortisation of the total revalued amount is expensed

off to the Consolidated Statement of Profit and Loss.

Breakages of containers are adjusted on ‘first bought

first broken’ basis, since it is not feasible to specifically

identify the broken containers in the fixed assets

records.

e) investment properties

(Recognition and initial measurement)

Investment properties are properties held to earn

rentals or for capital appreciation, or both. Investment

properties are measured initially at their cost of

acquisition, including transaction costs. Subsequent

costs are included in the asset’s carrying amount or

recognized as a separate asset, as appropriate, only

when it is probable that future economic benefits




associated with the asset will flow to the Group. All

other repair and maintenance costs are recognized in

Statement of Profit and Loss as incurred.

Properties held under leases are classified as

investment properties when it is held to earn rentals or

for capital appreciation or for both, rather than for sale in

the ordinary course of business or for use in production

or administrative functions. In case of subleases, where

the Group is immediate lessor, the right of use arising

out of related sub leases is assessed for classification

as investment property.

Subsequent measurement (depreciation and useful lives)

Investment properties are subsequently measured at

cost less accumulated depreciation and accumulated

impairment losses, if any. Depreciation on investment

properties is provided on the straight-line method over

the lease period of the right-of-use assets.

Though, the Group measures investment properties

using cost based measurement, the fair value of

investment property is disclosed in the notes. Fair

values are determined based on an annual evaluation

performed by an accredited external independent valuer

applying a valuation model acceptable internationally.

De-recognition

Investment properties are de-recognized either when

they have been disposed of or when they are permanently

withdrawn from use and no future economic benefit is

expected from their disposal. The difference between

the net disposal proceeds, if any, and the carrying

amount of the asset is recognized in the Statement of

Profit and Loss in the period of de-recognition.

f) intangible assets

Intangible assets acquired separately are measured

on initial recognition at cost. The cost of intangible

assets acquired in a business combination is their

fair value at the date of acquisition. Following initial

recognition, intangible assets are carried at cost

less any accumulated amortisation and accumulated

impairment losses. Internally generated intangibles,

excluding capitalised development costs, are not

capitalised and the related expenditure is reflected in

Consolidated Statement of Profit and Loss in the period

in which the expenditure is incurred.

The useful lives of intangible assets are assessed as

either finite or indefinite. Intangible assets with finite

lives are amortised over the useful economic life

and assessed for impairment whenever there is an

indication that the intangible asset may be impaired.

The amortisation period and the amortisation method

for an intangible asset with a finite useful life are

reviewed at least at the end of each reporting period.

Changes in the expected useful life or the expected

pattern of consumption of future economic benefits

embodied in the asset are considered to modify the

amortisation period or method, as appropriate, and

are treated as changes in accounting estimates. The

amortisation expense on intangible assets with finite

lives is recognised in the Consolidated Statement of

Profit and Loss.

Intangible assets are amortized on straight line basis

using the estimated useful life as follows:

description useful Life

Software 2-7 years

Business Marketing Rights

3-5 years

License fees Period of license

The franchise rights, and trademarks acquired as part of

business combinations normally have a remaining legal

life of not exceeding ten years but is renewable every

ten years at little cost and is well established. The Group

intends to renew these rights continuously and evidence

supports its ability to do so. An analysis of product life

cycle studies, market and competitive trends provides

evidence that the product will generate net cash inflows

for the Group for an indefinite period. Therefore, these

rights have been carried at cost without amortization,

but is tested for impairment annually, at the cash-

generating unit level. The assessment of indefinite

life is reviewed annually to determine whether the

indefinite life continues to be supportable. If not, the




change in useful life from indefinite to finite is made on

a prospective basis.

The brand acquired as part of business combinations

has an indefinite life, since there is no foreseeable limit

to the period over which they are expected to generate

net cash flows. An analysis of product life cycle studies,

market and competitive trends provides evidence that

the product will generate net cash inflows for the Group

for an indefinite period. Therefore, these brands have

been carried at cost without amortisation, but is tested

for impairment annually, at the cash-generating unit

level. The assessment of indefinite life is reviewed

annually to determine whether the indefinite life

continues to be supportable. If not, the change in useful

life from indefinite to finite is made on a prospective

basis.

Gains or losses arising from de-recognition of an

intangible asset are measured as the difference between

the net disposal proceeds and the carrying amount of the

asset and are recognised in the Consolidated Statement

of Profit and Loss when the asset is derecognised.

g) Borrowing costs

Borrowing costs directly attributable to the acquisition,

construction or production of an asset that necessarily

takes a substantial period of time to get ready for its

intended use or sale are capitalised as part of the cost

of the asset.

All other borrowing costs are expensed in the period in

which they occur. Borrowing costs consist of interest

and other costs that an entity incurs in connection with

the borrowing of funds. Borrowing cost also includes

exchange differences to the extent regarded as an

adjustment to the borrowing costs.

h) Leases

Accounting policy applicable from 1 April 2019 onwards:

The Group as a lessee

Right of use assets and lease liabilities

(the transition approach has been explained and

disclosed in Note 47)

The Group mainly has lease arrangements for food

outlets, retail stores, running pre-schools, plant

and equipment’s and warehouse spaces. the Group

considers whether a contract is, or contains a lease. A

lease is defined as ‘a contract, or part of a contract, that

conveys the right to use an asset (the underlying asset)

for a period of time in exchange for consideration’.

Classification of leases

The Group enters into leasing arrangements for various

assets. The assessment of the lease is based on

several factors, including, but not limited to, transfer of

ownership of leased asset at end of lease term, lessee’s

option to extend/purchase etc.

Recognition and initial measurement

At lease commencement date, the Group recognizes a

right-of-use asset and a lease liability on the balance

sheet. The right-of-use asset is measured at cost, which

is made up of the initial measurement of the lease

liability, any initial direct costs incurred by the Group, an

estimate of any costs to dismantle and remove the asset

at the end of the lease (if any), and any lease payments

made in advance of the lease commencement date (net

of any incentives received).


The Group depreciates the right-of-use assets on a

straight-line basis from the lease commencement date

to the earlier of the end of the useful life of the right-of

use asset or the end of the lease term. The Group also

assesses the right-of-use asset for impairment when

such indicators exist.

At lease commencement date, the Group measures the

lease liability at the present value of the lease payments

unpaid at that date, discounted using the interest rate

implicit in the lease if that rate is readily available or the

Group’s incremental borrowing rate. Lease payments

included in the measurement of the lease liability are

made up of fixed payments (including in substance fixed



financial statem

ents


payments) and variable payments based on an index or

rate. Subsequent to initial measurement, the liability

will be reduced for payments made and increased for

interest. It is re-measured to reflect any reassessment

or modification, or if there are changes in-substance

fixed payments.

When the lease liability is re-measured, the

corresponding adjustment is reflected in the right-of-

use asset. The Group has elected to account for short-

term leases and leases of low-value assets using the

practical expedients. Instead of recognizing a right-of-

use asset and lease liability, the payments in relation

to these are recognized as an expense in standalone

statement of profit and loss on a straight-line basis over

the lease term.

In the comparative period, as a lessee, the Group

classified leases that transferred substantially all of

the risks and rewards of ownership as finance leases.

Leases of property, plant and equipment in which

significant portion of risks and rewards of ownership

were not transferred were classified as operating

leases. In determining the appropriate classification, the

substance of the transaction rather than the form was

considered. In case, the lease arrangement includes

other consideration, it was separated at the inception of

the lease arrangement or upon a reassessment of the

lease arrangement into those for the lease and those for

other elements on the basis of their relative fair values.

Lease classification was made at the inception of the

lease. Lease classification was changed only if, at any

time during the lease, the parties to the lease agreement

agree to revise the terms of the lease (without renewing

it) in a way that it would have been classified differently,

had the changed terms been in effect at inception. The

revised agreement involves renegotiation of original

terms and conditions and were accounted prospectively

over the remaining term of the lease. Lease payments in

respect of assets taken on operating lease are charged

to the profit or loss on a straight line basis over the

period of the lease unless the payments are structured

to increase in line with the expected general inflation

to compensate the lessor’s expected inflationary cost

increase.

The Group as a lessor

When the Group acts as a lessor, it determines at lease

inception whether each lease is a finance lease or an

operating lease. To classify each lease, the Group makes

an overall assessment of whether the lease transfers

substantially all of the risks and rewards incidental to

ownership of the underlying asset. If this is the case,

then the lease is a finance lease; if not, then it is an

operating lease. As part of this assessment, the Group

considers certain indicators such as whether the lease

is for the major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts

for its interests in the head lease and the sub-lease

separately. It assesses the lease classification of a sub-

lease with reference to the right-of-use asset arising

from the head lease, not with reference to the underlying

asset. If a head lease is a short-term lease to which the

Group applies the exemption described above, then it

classifies the sub-lease as an operating lease.

The Group recognises lease payments received under

operating leases as income on a straight-line basis over

the lease term as part of ‘other income’.

The accounting policies applicable to the Group as a

lessor in the comparative period were not different

from Ind AS 116. However, when the Group was an

intermediate lessor the sub-leases were classified with

reference to the underlying asset.

The Group recognises lease payments received under

operating leases as income on a straight-line basis

over the lease term. In case of a finance lease, finance

income is recognised over the lease term based on a

pattern reflecting a constant periodic rate of return on

the lessor’s net investment in the lease. When the Group

is an intermediate lessor it accounts for its interests in

the head lease and the sub-lease separately. It assesses

the lease classification of a sub-lease with reference to

the right-of-use asset arising from the head lease, not

with reference to the underlying asset. If a head lease

is a short term lease to which the Group applies the

exemption described above, then it classifies the sub-

lease as an operating lease.




i) employee benefits

Contribution to provident and other funds

Retirement benefit in the form of provident fund is

a defined contribution scheme. The Group has no

obligation, other than the contribution payable to the

provident fund.

The Group recognises contribution payable to the

provident fund scheme as an expense, when an

employee renders the related service. If the contribution

payable to the scheme for service received before the

balance sheet date exceeds the contribution already

paid, the deficit payable to the scheme is recognised as

a liability after deducting the contribution already paid.

If the contribution already paid exceeds the contribution

due for services received before the balance sheet date,

then excess is recognised as an asset to the extent that

the pre-payment will lead to, for example, a reduction in

future payment or a cash refund.

Gratuity

Gratuity is a defined benefit scheme. The cost of

providing benefits under the defined benefit plan is

determined using the projected unit credit method. The

Group recognises termination benefit as a liability and

an expense when the Group has a present obligation as

a result of past event, it is probable that an outflow of

resources embodying economic benefits will be required

to settle the obligation and a reliable estimate can be

made of the amount of the obligation. If the termination

benefits fall due more than twelve months after the

balance sheet date, they are measured at present value

of future cash flows using the discount rate determined

by reference to market yields at the balance sheet date

on government bonds.

Gratuity liability is accrued on the basis of an actuarial

valuation made at the end of the year except in two foreign

subsidiaries companies namely Wellness Holdings

limited and Arctic International Pvt. Ltd. where gratuity

liability is provided as per local applicable laws of the

country Limited and Modern Montessori International

(India) Pvt. Ltd., where valuation has been done based

on last drawn salary of each employee considering the

size of business and number of employees. The actuarial

valuation is performed by an independent actuary as

per projected unit credit method.

Re-measurements, comprising actuarial gains and

losses, the effect of the asset ceiling, excluding amounts

included in net interest on the net defined benefit liability

and the return on plan assets (excluding amounts

included in net interest on the net defined benefit

liability), are recognised immediately in the balance

sheet with a corresponding debit or credit to retained

earnings through OCI in the period in which they occur.

Re-measurements are not reclassified to profit or loss

in subsequent periods.

Past service costs are recognised in Consolidated

Statement of Profit and Loss on the earlier of:

• Thedateoftheplanamendmentorcurtailment,and

• The date that the Group recognises related

restructuring cost

Net interest is calculated by applying the discount rate

to the net defined benefit liability or asset.

The Group recognises the following changes in the

net defined benefit obligation as an expense in the

Consolidated Statement of Profit and Loss:

• Service costs comprising current service costs,

past-service costs, gains and losses on curtailments

and non-routine settlements; and

• Netinterestexpenseorincome

Compensated absences

The Group treats accumulated leave expected to be

carried forward beyond twelve months, as long-term

employee benefit which are computed based on the

actuarial valuation using the projected unit credit method

at the year-end except for few subsidiary companies

where accumulated leave liability is provided on full

cost basis. Actuarial gains/losses are immediately



financial statem

ents


taken to the Consolidated Statement of Profit and Loss

and are not deferred. The Group presents the leave as a

current liability in the balance sheet to the extent it does

not have an unconditional right to defer its settlement

for twelve months after the reporting date. Where Group

has the unconditional legal and contractual right to

defer the settlement for a period beyond twelve months,

the balance is presented as a non-current liability.

Accumulated leave, which is expected to be utilized

within the next twelve months, is treated as short term

employee benefit. The Group measures the expected

cost of such absences as the additional amount that it

expects to pay as a result of the unused entitlement that

has accumulated at the reporting date.

All other employee benefits payable/available within

twelve months of rendering the service are classified as

short-term employee benefits. Benefits such as salaries,

wages, bonus, etc. are recognised in the Consolidated

Statement of Profit and Loss in the period in which the

employee renders the related service.

j) share-based payments

Employees (including senior executives) of the Group

receive remuneration in the form of share-based

payments, whereby employees render services as

consideration for equity instruments, which are

classified as equity-settled transactions.

The cost of equity-settled transactions is determined by

the fair value at the date when the grant is made using

an appropriate valuation model. That cost is recognised

as an employee benefit expense with a corresponding

increase in ‘Share- Based Payment Reserves’ in other

equity, over the period in which the performance and/or

service conditions are fulfilled. The cumulative expense

recognised for equity-settled transactions at each

reporting date until the vesting date reflects the extent

to which the vesting period has expired and the Group’s

best estimate of the number of equity instruments that

will ultimately vest.

Service and non-market performance conditions are

not taken into account when determining the grant

date fair value of awards, but the likelihood of the

conditions being met is assessed as part of the Group’s

best estimate of the number of equity instruments that

will ultimately vest. Market performance conditions

are reflected within the grant date fair value. Any

other conditions attached to an award, but without an

associated service requirement, are considered to be

non-vesting conditions. Non-vesting conditions are

reflected in the fair value of an award and lead to an

immediate expensing of an award unless there are also

service and/or performance conditions.

No expense is recognised for awards that do not

ultimately vest because non-market performance

and/or service conditions have not been met. Where

awards include a market or non-vesting condition,

the transactions are treated as vested irrespective

of whether the market or non-vesting condition is

satisfied, provided that all other performance and/or

service conditions are satisfied.

When the terms of an equity-settled award are modified,

the minimum expense recognised is the expense had

the terms had not been modified, if the original terms of

the award are met. An additional expense is recognised

for any modification that increases the total fair value of

the share-based payment transaction, or is otherwise

beneficial to the employee as measured at the date of

modification. Where an award is cancelled by the entity

or by the counterparty, any remaining element of the

fair value of the award is expensed immediately through


k) foreign currencies

The Group’s consolidated financial statements are

presented in INR (`), which is also the parent company’s

functional currency. Transactions in foreign currencies

are initially recorded by the Group’s entities at their

respective functional currency spot rates at the date the

transaction first qualifies for recognition. However, for

practical reasons, the Group uses an average rate if the

average approximates the actual rate at the date of the

transaction.

Monetary assets and liabilities denominated in foreign




currencies are translated at the functional currency

spot rates of exchange at the reporting date. Non-

monetary items which are carried in terms of historical

cost denominated in a foreign currency are reported

using the exchange rate at the date of the transaction.

Exchange differences arising on settlement or

translation of monetary items are recognised in the


Exchange differences pertaining to long-term foreign

currency monetary items obtained or given on or before

31 December 2016: Exchange differences arising on

conversion of long term foreign currency monetary

items used for acquisition of depreciable fixed assets

are added to the cost of fixed assets and is depreciated

over the remaining life of the respective fixed asset

and in other cases, is recorded under the head ‘Foreign

Currency Monetary Item Translation Difference

Account’ and is amortised over the period of maturity of

underlying long term foreign currency monetary items,

in accordance with the option available under Ind AS

101.

Exchange differences pertaining to long-term foreign

currency monetary items obtained or given on or after

01 January 2017: Exchange differences arising on

conversion of long term foreign currency monetary

items obtained or given is recorded in the Consolidated


Group companies

On consolidation, the assets and liabilities of foreign

operations are translated into INR at the rate of

exchange prevailing at the reporting date and their

statements of profit and loss are translated at exchange

rates prevailing at the dates of the transactions. For

practical reasons, the group uses an average rate to

translate income and expense items, if the average

rate approximates the exchange rates at the dates of

the transactions. The exchange differences arising on

translation for consolidation are recognised in OCI. On

disposal of a foreign operation, the component of OCI

relating to that particular foreign operation is recognised

in profit or loss.

l) Business combinations and goodwill

Business combinations are accounted for using

the acquisition method. The cost of an acquisition

is measured as the aggregate of the consideration

transferred measured at acquisition date fair value

and the amount of any non-controlling interests in the

acquiree. For each business combination, the Group

elects whether to measure the non-controlling interests

in the acquiree at fair value or at the proportionate share

of the acquiree’s identifiable net assets. Acquisition-

related costs are expensed as incurred.

At the acquisition date, the identifiable assets acquired

and the liabilities assumed are recognised at their

acquisition date fair values. For this purpose, the

liabilities assumed include contingent liabilities

representing present obligation and they are measured

at their acquisition fair values irrespective of the

fact that outflow of resources embodying economic

benefits is not probable. However, deferred tax assets

or liabilities, and the assets or liabilities related to

employee benefit arrangements are recognised and

measured in accordance with Ind AS 12 ‘Income Taxes’

and Ind AS 19 ‘Employee Benefits’ respectively.

When the Group acquires a business, it assesses the

financial assets and liabilities assumed for appropriate

classification and designation in accordance with

the contractual terms, economic circumstances and

pertinent conditions as at the acquisition date. This

includes the separation of embedded derivatives in host

contracts by the acquiree.

If the business combination is achieved in stages, any

previously held equity interest is re-measured at its

acquisition date fair value and any resulting gain or loss

is recognised in profit or loss or OCI, as appropriate.

Any contingent consideration to be transferred by the

acquirer is recognised at fair value at the acquisition

date. Contingent consideration classified as an asset

or liability that is a financial instrument and within the

scope of Ind AS 109 ‘Financial Instruments’ (“Ind AS

109”), is measured at fair value with changes in fair

value recognised in Consolidated Statement of Profit



financial statem

ents


and Loss. If the contingent consideration is not within the

scope of Ind AS 109, it is measured in accordance with

the appropriate Ind AS. Contingent consideration that is

classified as equity is not re-measured at subsequent

reporting dates and subsequent its settlement is

accounted for within equity.

Goodwill is initially measured at cost, being the excess

of the aggregate of the consideration transferred and

the amount recognised for non-controlling interests,

and any previous interest held, over the net identifiable

assets acquired and liabilities assumed. If the fair value

of the net assets acquired is in excess of the aggregate

consideration transferred, the Group re-assesses

whether it has correctly identified all of the assets

acquired and all of the liabilities assumed and reviews

the procedures used to measure the amounts to be

recognised at the acquisition date. If the reassessment

still results in an excess of the fair value of net assets

acquired over the aggregate consideration transferred,

then the gain is recognised in OCI and accumulated in

equity as capital reserve. However, if there is no clear

evidence of bargain purchase, the entity recognises the

gain directly in equity as capital reserve, without routing

the same through OCI.

After initial recognition, goodwill is measured at cost

less any accumulated impairment losses. For the

purpose of impairment testing, goodwill acquired in

a business combination is, from the acquisition date,

allocated to each of the Group’s cash-generating units

that are expected to benefit from the combination,

irrespective of whether other assets or liabilities of the

acquiree are assigned to those units.

A cash generating unit to which goodwill has been

allocated is tested for impairment annually, or more

frequently when there is an indication that the unit

may be impaired. If the recoverable amount of the cash

generating unit is less than its carrying amount, the

impairment loss is allocated first to reduce the carrying

amount of any goodwill allocated to the unit and then to

the other assets of the unit pro rata based on the carrying

amount of each asset in the unit. Any impairment loss

for goodwill is recognised in Consolidated Statement

of Profit and Loss. An impairment loss recognised for

goodwill is not reversed in subsequent periods.

Where goodwill has been allocated to a cash-generating

unit and part of the operation within that unit is disposed

of, the goodwill associated with the disposed operation

is included in the carrying amount of the operation

when determining the gain or loss on disposal. Goodwill

disposed in these circumstances is measured based on

the relative values of the disposed operation and the

portion of the cash-generating unit retained.

If the initial accounting for a business combination is

incomplete by the end of the reporting period in which

the combination occurs, the Group reports provisional

amounts for the items for which the accounting is

incomplete. Those provisional amounts are adjusted

through goodwill during the measurement period, or

additional assets or liabilities are recognised, to reflect

new information obtained about facts and circumstances

that existed at the acquisition date that, if known, would

have affected the amounts recognised at that date.

These adjustments are called as measurement period

adjustments. The measurement period does not exceed

one year from the acquisition date.

Business combinations involving entities that are

controlled by the Group are accounted for using the

‘pooling of interests’ method as follows:

• Theassetsandliabilitiesofthecombiningentities

are reflected at their carrying amounts;

• Except for adjustments made to harmonise

accounting policies, no adjustments are made to

reflect fair values, or recognise any new assets or

liabilities;

• Thebalanceoftheretainedearningsappearinginthe

financial statements of the transferor is aggregated

with the corresponding balance appearing in the

financial statements of the transferee or is adjusted

against general reserve;

• The identity of the reserves is preserved and the

reserves of the transferor become the reserves of

the transferee; and




• The difference, if any, between the amounts

recorded as share capital issued plus any additional

consideration in the form of cash or other assets

and the amount of share capital of the transferor

is transferred to capital reserve and is presented

separately from other capital reserves.

m) government grants

Government grants are recognised where there is

reasonable assurance that the grant will be received

and all attached conditions will be complied with and

that the grant will be received.

When loans or similar assistance are provided by

governments or related institutions, with an interest

rate below the current applicable market rate, the effect

of this favourable interest is regarded as a government

grant. The loan or assistance is initially recognised and

measured at fair value and the government grant is

measured as the difference between the initial carrying

value of the loan and the proceeds received. That grant

is recognised in the Consolidated Statement of Profit

and Loss under ‘revenues’. The loan is subsequently

measured as per the accounting policy applicable to

financial liabilities.

Government grants related to assets, including non-

monetary grants at fair value, are presented in the

balance sheet by recording the grant as deferred

income which is released to the Consolidated Statement

of Profit and Loss on a systematic basis over the useful

life of the asset.

Grants related to income are recognised as income on

a systematic basis in the Consolidated Statement of

Profit and Loss over the periods necessary to match

them with the related costs, which they are intended

to compensate and are presented as ‘other operating

revenues’.

n) taxes

Tax expense is the aggregate amount included in

the determination of profit or loss for the period and

comprises current and deferred tax.

Current income tax

Current income tax is measured at the amount expected

to be paid to the tax authorities in accordance with the

Income-tax Act, 1961 and respective local jurisdictions

of members of the Group.

Current income tax assets and liabilities are measured

at the amount expected to be recovered from or paid

to the taxation authorities. The tax rates and tax laws

used to compute the amount are those that are enacted

or substantively enacted, at the reporting date in the

countries where the Group operates and generates

taxable income.

Current income tax relating to items recognised outside

profit or loss is recognised outside profit or loss (either

in OCI or in equity). Current tax items are recognised

in correlation to the underlying transaction either in

OCI or directly in equity. Management periodically

evaluates positions taken in the tax returns with respect

to situations in which applicable tax regulations are

subject to interpretation and establishes provisions

where appropriate.

Deferred tax

Deferred tax is provided using the liability method on

temporary differences between the tax bases of assets

and liabilities and their book bases. Deferred tax assets

and liabilities are measured at the tax rates that are

expected to apply in the year when the asset is realised

or the liability is settled, based on tax rates (and tax

laws) that have been enacted or substantively enacted

at the reporting date. Deferred tax relating to items

recognised outside profit or loss is recognised outside

profit or loss. Deferred tax items are recognised in

correlation to the underlying transaction either in OCI or

directly in equity. Deferred tax assets and deferred tax

liabilities are offset if a legally enforceable right exists

to set off current tax assets against current tax liabilities

and the deferred taxes relate to the same taxable entity

and the same taxation authority.

Deferred tax liabilities are recognised for all taxable

temporary differences except:



financial statem

ents


• Whenthedeferredtaxliabilityarisesfromtheinitial

recognition of goodwill or an asset or liability in a

transaction that is not a business combination and,

at the time of the transaction, affects neither the

accounting profit nor taxable profit or loss;

• In respect of taxable temporary differences

associated with investments in subsidiaries and

associate, when the timing of the reversal of the

temporary differences can be controlled and it is

probable that the temporary differences will not

reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible

temporary differences, the carry forward of unused

tax credits and any unused tax losses. Deferred tax

assets are recognised to the extent that it is probable

that taxable profit will be available against which

the deductible temporary differences, and the carry

forward of unused tax credits and unused tax losses can

be utilised, except:

• When the deferred tax asset relating to the

deductible temporary difference arises from

the initial recognition of an asset or liability in a

transaction that is not a business combination and,

at the time of the transaction, affects neither the

accounting profit nor taxable profit or loss;

• In respect of deductible temporary differences

associated with investments in subsidiaries and

associate, deferred tax assets are recognised only

to the extent that it is probable that the temporary

differences will reverse in the foreseeable future

and taxable profit will be available against which

the temporary differences can be utilised.

Deferred income taxes are not provided on the

undistributed earnings of subsidiaries where it is

expected that the earnings of the subsidiary will not be

distributed in the foreseeable future.

The carrying amount of deferred tax assets is reviewed

at each reporting date and reduced to the extent that it

is no longer probable that sufficient taxable profit will

be available to allow all or part of the deferred tax asset

to be utilised. Unrecognised deferred tax assets are

re-assessed at each reporting date and are recognised

to the extent that it has become probable that future

taxable profits will allow the deferred tax asset to be

recovered.

Minimum Alternate Tax (“MAT”) credit is recognised as

an asset only when and to the extent there is convincing

evidence that the relevant members of the Group will

pay normal income tax during the specified period. Such

asset is reviewed at each reporting period end and the

adjusted based on circumstances then prevailing.

o) segment reporting

Operating segments are reported in a manner

consistent with the internal reporting provided to the

chief operating decision maker, who is responsible for

allocating resources and assessing performance of

the operating segments. The business activities of the

Group fall in following segments:

• TradingActivity

• CharterHiringServices

• HealthcareServices

• RealEstate

• DairyProducts

• EducationServices

• Quickservicesrestaurants

• RetailsBusiness

• Manufacturingandsaleofbeverages

The Group operates in two principal geographical areas,

namely, India and other countries or ‘outside India’. The

Group prepares its segment information in conformity

with the accounting policies adopted for preparing the

CFS.

p) discontinued operations

A discontinued operation is a component of the Group

that either has been disposed of, or is classified as held

for sale, and:

• Represents a separate major line of business or

geographical area of operations;




• Ispartofasingleco-ordinatedplan todisposeof

a separate major line of business or geographical

area of operations; or

• Isasubsidiaryacquiredexclusivelywithaviewto

resale.

Discontinued operations are excluded from the results

of continuing operations and are presented as a single

amount as profit or loss after tax from discontinued

operations in the Consolidated Statement of Profit and

Loss

q) impairment of non-financial assets

The Group assesses, at each reporting date, whether

there is an indication that an asset may be impaired.

If any indication exists, or when annual impairment

testing for an asset is required, the Group estimates

the asset’s recoverable amount. An asset’s recoverable

amount is the higher of an asset’s or cash-generating

unit’s (CGU) fair value less costs of disposal and its

value in use. Recoverable amount is determined for an

individual asset, unless the asset does not generate cash

inflows that are largely independent of those from other

assets or groups of assets. When the carrying amount

of an asset or CGU exceeds its recoverable amount, the

asset is considered impaired and is written down to its

recoverable amount.

In assessing value in use, the estimated future cash

flows are discounted to their present value using a

pre-tax discount rate that reflects current market

assessments of the time value of money and the risks

specific to the asset. In determining fair value less costs

of disposal, recent market transactions are taken into

account. If no such transactions can be identified, an

appropriate valuation model is used. These calculations

are corroborated by valuation multiples, quoted share

prices for publicly traded companies or other available

fair value indicators.

The Group bases its impairment calculation on detailed

budgets and forecast calculations, which are prepared

separately for each of the Group’s CGUs to which the

individual assets are allocated. These budgets and

forecast calculations generally cover a period of five

years. For longer periods, a long-term growth rate is

calculated and applied to project future cash flows

after the fifth year. To estimate cash flow projections

beyond periods covered by the most recent budgets/

forecasts, the Group extrapolates cash flow projections

in the budget using a steady or declining growth rate

for subsequent years, unless an increasing rate can be

justified. In any case, this growth rate does not exceed

the long-term average growth rate for the products,

industries, or country or countries in which the entity

operates, or for the market in which the asset is used.

Impairment losses of continuing operations, including

impairment on inventories, are recognised in the


An assessment is made at each reporting date to

determine whether there is an indication that previously

recognised impairment losses no longer exist or have

decreased. If such indication exists, the Group estimates

the asset’s or CGU’s recoverable amount. A previously

recognised impairment loss is reversed only if there has

been a change in the assumptions used to determine the

asset’s recoverable amount since the last impairment

loss was recognised. The reversal is limited so that

the carrying amount of the asset does not exceed its

recoverable amount, nor exceed the carrying amount

that would have been determined, net of depreciation,

had no impairment loss been recognised for the asset

in prior years. Such reversal is recognised in the

Consolidated Statement of Profit and Loss unless the

asset is carried at a revalued amount, in which case, the

reversal is treated as a revaluation increase.

r) financial instruments

A financial instrument is any contract that gives rise to

a financial asset of one entity and a financial liability or

equity instrument of another entity.

financial assets


All financial assets are recognised initially at fair value



financial statem

ents


plus, in the case of financial assets not recorded at fair

value through profit or loss, transaction costs that are

attributable to the acquisition of the financial asset.

For purposes of subsequent measurement, financial

assets are classified as follows:

a) Debt instruments at amortised cost

A ‘debt instrument’ is measured at the amortised

cost where the asset is held within a business model

whose objective is to hold assets for collecting

contractual cash flows; and contractual terms of the

asset give rise to cash flows on specified dates that

are solely payments of principal and interest.

After initial measurement, such financial assets are

subsequently measured at amortised cost using the

EIR method. Amortised cost is calculated by taking

into account any discount or premium on acquisition

and fees or costs that are an integral part of the EIR.

The interest income from these financial assets is

included in other income in the profit or loss. The

losses arising from impairment are recognised in

the profit or loss. This category generally applies to

trade and other receivables.

b) Debt instruments at Fair Value Through Other

Comprehensive Income

Assets that are held for collection of contractual

cashflows and for selling the financial assets,

where the cash flow represent solely payments of

principal and interest, are measured at fair value

through other comprehensive income (“FVOCI”). The

Group has not designated any debt instrument in

this category.

c) Debt instruments at Fair Value Through Profit or

Loss

Fair Value Through Profit or Loss (“FVTPL”) is a

residual category for debt instruments. Any debt

instrument, which does not meet the criteria for

categorization as at amortized cost or as FVTOCI, is

classified as at FVTPL.

In addition, the Group may elect to designate a debt

instrument which otherwise meets amortized cost or

FVTOCI criteria, as at FVTPL. However, such election

is allowed only if doing so reduces or eliminates

a measurement or recognition inconsistency

(referred to as ‘accounting mismatch’).

Debt instruments included within the FVTPL

category are measured at fair value with all changes

recognised in the Consolidated Statement of Profit

and Loss. The Group has not designated any debt

instrument in this category.

d) Equity instruments

All equity investments in scope of Ind AS 109 are

measured at fair value. Equity instruments which

are held for trading and contingent consideration

recognised by an acquirer in a business combination

to which Ind AS 103 ‘Business Combinations’

applies are Ind AS classified as at FVTPL. Equity

instruments included within the FVTPL category are

measured at fair value with all changes recognised

in the Consolidated Profit and Loss.

For all other equity instruments, the Group may

make an irrevocable election to present in other

comprehensive income subsequent changes in the

fair values. The Group makes such election on an

instrument-by-instrument basis. The classification

is made on initial recognition and is irrevocable.

If the Group decides to classify an equity instrument

as at FVTOCI, then all fair value changes on the

instrument, excluding dividends, are recognised in

the OCI. There is no recycling of the amounts from

OCI to profit or loss, even on sale of investment.

However, the Group may transfer the cumulative

gain or loss within equity.

De-recognition

A financial asset is derecognised when the contractual

rights to receive cash flows from the asset have expired

or the Group has transferred its rights to receive the

contractual cash flows from the asset in a transaction




in which substantially all the risks and rewards of

ownership of the asset are transferred.

Impairment of financial assets

The Group measures the Expected Credit Loss (“ECL”)

associated with its assets based on historical trends,

industry practices and the general business environment

in which it operates. The impairment methodology

applied depends on whether there has been a significant

increase in credit risk. ECL impairment loss allowance

(or reversal) recognised during the period is recognised

as income/ expense in the Consolidated Statement of

Profit and Loss under the head ‘other expenses’.



Financial liabilities are classified, at initial recognition,

as financial liabilities at fair value through profit or

loss, loans and borrowings, payables, or as derivatives

designated as hedging instruments in an effective hedge

as appropriate.

All financial liabilities are recognised initially at fair

value and in the case of loans and borrowings and

payables net of directly attributable transaction costs.

The Group’s financial liabilities include trade and

other payables, loans and borrowings including bank

overdrafts and derivative financial instruments.


The measurement of financial liabilities depends on

their classification, as described below:

a) Financial liabilities at FVTPL

Financial liabilities at FVTPL include financial

liabilities held for trading and financial liabilities

designated upon initial recognition as at fair value

through profit or loss. Financial liabilities are

classified as held for trading if they are incurred for

the purpose of repurchasing in the near term. This

category includes derivative financial instruments

entered into by the Group that are not designated

as hedging instruments in hedge relationships as

defined by Ind AS 109.

Financial liabilities designated upon initial

recognition at fair value through profit or loss are

designated as such at the initial date of recognition

and only if the criteria in Ind AS 109 are satisfied.

For liabilities designated as FVTPL, fair value gains/

losses are recognised in the Consolidated Statement

of Profit or Loss except for those attributable to

changes in own credit risk which are recognised

in OCI. These gains/ loss are not subsequently

transferred to the profit or loss.

b) Financial liabilities at amortised cost

After initial recognition, financial liabilities

designated at amortised costs are subsequently

measured at amortised cost using the EIR method.

Gains and losses are recognised in profit or loss

when the liabilities are derecognised as well as

through the EIR amortisation process. Amortised

cost is calculated by taking into account any discount

or premium on acquisition and fees or costs that

are an integral part of the EIR. The amortisation

is included as finance costs in the Consolidated


De-recognition

A financial liability is derecognised when the

obligation under the liability is discharged or

cancelled or expires. When an existing financial

liability is replaced by another from the same

lender on substantially different terms, or the terms

of an existing liability are substantially modified,

such an exchange or modification is treated as

the de-recognition of the original liability and the

recognition of a new liability. The difference in the

respective carrying amounts is recognised in the




financial statem

ents


Offsetting of financial instruments

Financial assets and financial liabilities are offset

and the net amount is reported in the balance sheet

if there is a currently enforceable legal right to offset

the recognised amounts and there is an intention to

settle on a net basis, to realise the assets and settle

the liabilities simultaneously.

derivative financial instruments

Derivatives are initially recognised at fair value on

the date of executing a derivative contract and are

subsequently remeasured to their fair value at the

end of each reporting period. Derivatives are carried

as financial assets when the fair value is positive

and as financial liabilities when the fair value is

negative. Changes in the fair value of derivatives

that are designated and qualify as fair value hedges

are recognised in the profit or loss immediately,

together with any changes in the fair value of the

hedged asset or liability that are attributable to the

hedged risk.

s) Non-current assets and liabilities classified as held

for sale

Non-current assets classified as held for sale are

presented separately in the Balance Sheet and measured

at the lower of their carrying amounts immediately prior

to their classification as held for sale and their fair value

less costs to sell. Once classified as held for sale, the

assets are not subject to depreciation or amortisation.

Any gain or loss arises on remeasurement or sale is

included in Consolidated Statement of Profit and Loss

t) cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise

cash at banks and on hand and short-term deposits with

an original maturity of three months or less, which are

subject to an insignificant risk of changes in value.

For the purpose of the consolidated statement of

cash flows, cash and cash equivalents consist of cash

and short-term deposits, as defined above, net of

outstanding bank overdrafts as they are considered an

integral part of the Group’s cash management.

u) dividend distribution to equity holders of the parent

The Group recognises a liability to make cash or non-

cash distributions to equity holders of the parent when

the distribution is authorised and the distribution is no

longer at the discretion of the Group. As per the corporate

laws in India, a distribution is authorised when it is

approved by the shareholders. A corresponding amount

is recognised directly in equity.

v) Provisions

Provisions are recognised when the Group has a

present obligation (legal or constructive) as a result of

a past event, it is probable that an outflow of resources

embodying economic benefits will be required to settle

the obligation and a reliable estimate can be made of the

amount of the obligation. When the Group expects some

or all of a provision to be reimbursed, for example, under

an insurance contract, the reimbursement is recognised

as a separate asset, but only when the reimbursement

is virtually certain. The expense relating to a provision

is presented in the Consolidated Statement of Profit and

Loss net of any reimbursement.

If the effect of the time value of money is material,

provisions are discounted using a current pre-tax rate

that reflects, when appropriate, the risks specific to the

liability. When discounting is used, the increase in the

provision due to the passage of time is recognised as a

finance cost.

w) contingent liabilities

A contingent liability is a possible obligation that arises

from past events whose existence will be confirmed

by the occurrence or non–occurrence of one or more

uncertain future events beyond the control of the Group

or a present obligation that is not recognised because

it is not probable that an outflow of resources will be

required to settle the obligation. A contingent liability

also arises in extremely rare cases where there is a




liability that cannot be recognised because it cannot

be measured reliably. The Group does not recognize

a contingent liability but discloses its existence in

the financial statements. Contingent assets are only

disclosed when it is probable that the economic benefits

will flow to the entity.

x) earnings per share

Basic earnings/ (loss) per share are calculated by

dividing the net profit or loss for the year attributable to

equity shareholders by the weighted average number of

equity shares outstanding during the year. The weighted

average number of equity shares outstanding during

the year is adjusted for events other than conversion of

potential equity shares, that have changed the number

of equity shares outstanding without a corresponding

change in resources.

For the purpose of calculating diluted earnings/(loss) per

share, the net profit or loss for the period attributable to

equity shareholders and the weighted average number

of shares outstanding during the period are adjusted for

the effects of all dilutive potential equity shares.

3.1. significant accounting judgements, estimates and

assumptions

The preparation of the Group’s financial statements

requires management to make judgements, estimates

and assumptions that affect the reported amounts

of revenues, expenses, assets and liabilities, and

the accompanying disclosures, and the disclosure of

contingent liabilities. Estimates and assumptions are

continuously evaluated and are based on management’s

experience and other factors, including expectations of

future events that are believed to be reasonable under

the circumstances. Uncertainty about these assumptions

and estimates could result in outcomes that require a

material adjustment to the carrying amount of assets or

liabilities affected in future periods.

In particular, the Group has identified the following

areas where significant judgements, estimates and

assumptions are required. Further information on

each of these areas and how they impact the various

accounting policies are described below and also in the

relevant notes to the consolidated financial statements.

Changes in estimates are accounted for prospectively.

i) Judgements

In the process of applying the Group’s accounting

policies, management has made the following

judgements, which have the most significant effect on

the amounts recognised in the consolidated financial

statements:

a) contingencies

Contingent liabilities may arise from the ordinary

course of business in relation to claims against the

Group, including legal, contractor, land access and

other claims. By their nature, contingencies will be

resolved only when one or more uncertain future

events occur or fail to occur. The assessment of the

existence, and potential quantum of contingencies

inherently involves the exercise of significant

judgments and the use of estimates regarding the

outcome of future events.

b) recognition of deferred tax assets

The extent to which deferred tax assets can be

recognised is based on an assessment of the

probability that future taxable income will be

available against which the deductible temporary

differences and tax loss carry-forward can be

utilised. In addition, significant judgement is

required in assessing the impact of any legal or

economic limits or uncertainties in various tax

jurisdictions.

c) classification of leases

The Group has various leasing arrangements and its

classification between finance or operating leases

is based on assessment of several factors such as

lessee’s option to purchase including estimated

certainty of exercise of such option, proportion of

lease term to the asset’s economic life proportion



financial statem

ents


of present value of minimum lease payments to fair

value of leased assets and transfer of ownership of

leased asset at end of lease term.

ii) estimates and assumptions

The key assumptions concerning the future and other

key sources of estimation uncertainty at the reporting

date that have a significant risk of causing a material

adjustment to the carrying amounts of assets and

liabilities within the next financial year, are described

below. The Group bases its assumptions and estimates

on parameters available when the consolidated financial

statements were prepared. Existing circumstances and

assumptions about future developments, however, may

change due to market change or circumstances arising

beyond the control of the Group. Such changes are

reflected in the assumptions when they occur.

a) useful lives of depreciable assets

The Group reviews its estimate of the useful lives of

depreciable assets at each reporting date, based on

the expected utility of the assets.

b) defined benefit obligation

The cost of the defined benefit plan and other

post-employment benefits and the present value

of such obligation are determined using actuarial

valuations. An actuarial valuation involves making

various assumptions that may differ from actual

developments in the future. These include the

determination of the discount rate, future salary

increases, mortality rates and future pension

increases. In view of the complexities involved in

the valuation and its long-term nature, a defined

benefit obligation is highly sensitive to changes in

these assumptions. All assumptions are reviewed

at each reporting date.

c) inventories

The Group estimates the net realisable values of

inventories, taking into account the most reliable

evidence available at each reporting date. The future

realisation of these inventories may be affected by

future technology or other market-driven changes

that may reduce future selling prices.

d) Business combinations

The Group uses valuation techniques when

determining the fair values of certain assets and

liabilities acquired in a business combination. In

particular, the fair value of contingent consideration

is dependent on the outcome of many variables

including the acquirees’ future profitability.

e) impairment of non-financial assets and goodwill

In assessing impairment, the Group estimates

the recoverable amount of each asset or cash-

generating units based on expected future cash

flows and uses an interest rate to discount them.

Estimation uncertainty relates to assumptions about

future operating results and the determination of a

suitable discount rate.

f) fair value measurement of financial instruments

When the fair values of financial assets and

financial liabilities recorded in the Balance Sheet

cannot be measured based on quoted prices

in active markets, their fair value is measured

using valuation techniques including the DCF

model. The inputs to these models are taken from

observable markets where possible, but where this

is not feasible, a degree of judgment is required

in establishing fair values. Judgements include

considerations of inputs such as liquidity risk, credit

risk and volatility. Changes in assumptions about

these factors could affect the reported fair value of

financial instruments.




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financial statem

ents


i. asset under construction/ capital work in progress

Capital work in progress as at 31 March 2020 comprised capital expenditure mainly for the set-up of new plant,

construction of building & set up of new restaurents.

Particulars 31-March-2020 31-March-2019Capital work-in-progress 2,015.60 2,287.50 total 2,015.60 2,287.50

ii. Pre-operative expenses incurred and capitalised during the year are as under:

Particulars 31-March-2020 31-March-2019Balance at the beginning of the year 174.26 13.65 add: incurred during the year

Net gain on foreign currency transactions (84.69) (0.90)Employee benefits expense 25.65 23.92 Finance costs 44.11 200.93 Other expenses 92.46 359.78

Less: Capitalised during the year 242.60 359.14 amount carried over 9.20 174.26

iii. the above schedule includes assets taken on finance lease in one of the subsidiary, details of assets wise are as under:

Plant & equipment

Vehicles

Post-mix vending machines and

refrigerators (Visi cooler)

total

gross carrying amountBalance as at 01 april 2019 13.64 235.28 58.06 306.98 Addition for the year - - - - Foreign exchange fluctuation for the year 0.36 6.22 1.54 8.12 Balance as at 31 March 2020 14.00 241.50 59.60 315.10 depreciation and impairmentBalance as at 01 april 2019 5.37 210.95 34.97 251.29 Depreciation for the year 0.70 15.04 5.96 21.70 Foreign exchange fluctuation for the year 0.14 5.58 0.92 6.65 Balance as at 31 March 2020 6.21 231.57 41.85 279.64 carrying amount as at 31 March 2020 7.79 9.93 17.75 35.46

gross carrying amountBalance as at 01 april 2018 13.41 231.34 57.09 301.84 Addition for the year - - - - Foreign exchange fluctuation for the year 0.23 3.94 0.97 5.14 Balance as at 31 March 2019 13.64 235.28 58.06 306.98 depreciation and impairmentBalance as at 01 april 2018 4.61 184.08 28.67 217.36 Depreciation for the year 0.70 24.32 5.95 30.97 Foreign exchange fluctuation for the year 0.06 2.55 0.35 2.96 Balance as at 31 March 2019 5.37 210.95 34.97 251.29 carrying amount as at 31 March 2019 8.27 24.33 23.09 55.69

iv. refer Note 60 for information on property, plant and equipment pledged as security by the group

v. the amount of contractual commitments for the acquisitions of property, plant and equipment by the group are

disclosed in Note no 44.

vi. refer Note 52 for impairment.







4B. right-of- use assets

Particulars Leasehold Buildings

Addition on account of transition on Ind AS 116 10,583.92 Additions for the year 2,628.85 Adjustments on account of remeasurement/modification 379.72 Derecognition during the year (818.86)Exchange differences on translation of foreign operations 76.12 Balance as at 31st March 2020 12,849.75

accumulated depreciation and impairment lossesBalance as at 1 april 2019 - Depreciation for the year 1,679.55 Impairment charge for the year 82.86 Derecognition during the year (396.56)Exchange differences on translation of foreign operations 2.19 Balance as at 31st March 2020 1,368.04

carrying amount (net)Net carrying value as at 31 March 2019 - Net carrying value as at 31 March 2020 11,481.71

4c. investment properties

Particulars investment

properties Recognition on transition to Ind AS 116 470.66 Additions during the year 5.90 Derecognition during the year (9.07)Balance as at 31st March 2020 467.49

accumulated depreciation and impairment lossesBalance as at 1 april 2019Depreciation for the year 52.73 Impairment charge for the year 0.77 Balance as at 31st March 2020 53.50

carrying amount (net)Net carrying value as at 31 March 2019 - Net carrying value as at 31 March 2020 413.99

5a. intangible assets

gross block Business Marketing

rights

distribution network

franchise rights/

trademarks

computer software

Brand License

fees total

Balance as at 1 april 2018 424.87 - 5,491.24 406.74 - 548.16 6,871.01 Additions for the year 23.75 157.64 306.64 64.79 - 131.25 684.07 Disposals for the year (317.90) - - (21.12) - (12.06) (351.08)


right-of- use

financial statem

ents




Acquired on business acquisition during the year

- - - 29.82 2,443.63 20.60 2,494.05

Foreign exchange fluctuation for the year

9.52 - (0.14) 0.15 - 2.31 11.84

Balance as at 31 March 2019 140.24 157.64 5,797.74 480.38 2,443.63 690.26 9,709.89 Additions for the year - - - 73.23 - 92.50 165.73 Disposals for the year - - - (1.74) - (44.59) (46.33)Acquired on business acquisition during the year

- - 235.10 - - 33.91 269.01

Adjustment on account of cessation of subsidiary

- - - (20.07) - - (20.07)


1.92 - 11.04 (10.99) - 2.59 4.56

Balance as at 31 March 2020 142.16 157.64 6,043.88 520.81 2,443.63 774.67 10,082.79

accumulated amortisationBalance as at 1 april 2018 409.39 - 657.23 270.21 - 282.16 1,618.99 Acquired on acquisition of subsidiaries during the year

- - - 48.41 - - 48.41

Amortisation charge for the year

9.73 5.94 0.04 66.17 - 43.73 125.61

Impairement charge for the year 2018-19*

- - - 0.55 - 10.52 11.07

Reversal on disposal of assets for the year

(317.90) - - (28.75) - (5.45) (352.10)


9.23 - (0.05) 0.15 - 1.10 10.43

Balance as at 31 March 2019 110.45 5.94 657.22 356.74 - 332.06 1,462.41 Amortisation charge for the year

8.14 19.74 0.02 61.60 - 55.56 145.06

Impairement charge for the year 2019-20*

- - - - - (6.48) (6.48)

Reversal on disposal of assets for the year

- - - (1.42) - (31.01) (32.43)

Adjustment on account of cessation of subsidiary

- - - (15.16) - - (15.16)


1.23 - (0.07) 0.22 - 1.33 2.71

Balance as at 31 March 2020 119.82 25.68 657.17 401.98 - 351.45 1,556.10

Net blockBalance as at 31 March 2019 29.79 151.70 5,140.52 123.64 2,443.63 358.20 8,247.48 Balance as at 31 March 2020 22.34 131.96 5,386.70 118.83 2,443.63 423.22 8,526.69

Note : The Group has considered the related provisions of Ind AS 38 on ‘Intangibles Assets’ which permit certain

intangible assets to have an indefinite life and accordingly the carrying value of the franchisee rights and brand have

been considered to have an indefinite life. These franchisee rights meet the prescribed criteria of renewal at nominal

cost, renewal with no specific conditions attached and is supported by evidences of being renewed. Management is of the

opinion that, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which the

franchisee rights and brand are expected to generate net cash inflows for the Group.

gross block Business Marketing

rights

distribution network

franchise rights/

trademarks

computer software

Brand License

fees total





The useful life of an intangible asset with an indefinite useful life is reviewed annually to determine whether the useful

life assessment continues to be supportable.

The assumptions used in this impairment assessment are most sensitive to following:

(a) Weighted average cost of capital ‘’WACC’’ of 12.14% - 18%.

(b) For arriving at the terminal value, approximate growth rate of 5% is considered.

(c) Number of years for which cash flows were considered are 5 years.

No impairment loss was identified on the above assessment.

5B. intangible assets under development:

Particulars computer softwareBalance as at 1 april 2018 0.70 Additions for the year 3.45 Asset capitalised during the year 1.82 Balance as at 31 March 2019 2.33 Additions for the year 3.17 Asset capitalised during the year 2.00 Balance as at 31 March 2020 3.50

5c. goodwill

goodwill on consolidation

goodwill on business

combination

amount

gross carrying amountBalance as at 01 April 2019 206.17 28.89 235.06 Aquired during the year (refer note 55A, B and C) - 1,836.03 1,836.03 Balance as at 31 March 2020 206.17 1,864.92 2,071.09

amortisation and impairmentBalance as at 01 April 2019 54.33 - 54.33 Impairment loss (refer below) 11.96 - 11.96 Balance as at 31 March 2020 66.29 - 66.29 carrying amount as at 31 March 2020 139.88 1,864.92 2,004.80

goodwill on consolidation

goodwill on business

combination

amount

gross carrying amountBalance as at 01 April 2018 206.17 19.40 225.57 Aquired during the year (refer note 55) - 9.49 9.49 Balance as at 31 March 2019 206.17 28.89 235.06

amortisation and impairmentBalance as at 01 April 2018 - - - Impairment loss (refer below) 54.33 - 54.33 Balance as at 31 March 2019 54.33 - 54.33 carrying amount as at 31 March 2019 151.84 28.89 180.73


financial statem

ents




impairment testing for goodwill

Goodwill on consolidation

The Group tests goodwill on consolidation for impairment annually. For the purposes of impairment testing, goodwill on

consolidation is allocated to respective subsidiary entity “CGU” within the Group.

The carrying amount of goodwill is attributable to the following CGU / group of CGUs:

Particulars as at 31 March 2020

as at 31 March 2019

Devyani Food Street Private Limited (Subsidiary of Devyani International Ltd. "DIL")

139.88 139.88

Devyani Airport Services (Mumbai) Private Limited (Subsidiary of "DIL") 54.33 54.33 RV Enterprizes Pte. Limited (Subsidiary of "DIL") 11.96 11.96 total 206.17 206.17

For CGU’s containing goodwill, management conducts impairment assessment and compares the carrying amount of such

CGU with its recoverable amount. Recoverable amount is value in use of the CGU computed based upon discounted cash

flow projections. The key assumptions used for computation of value in use are the sales growth rate and discount rate

as specified below. The key assumptions have been determined based on management’s calculations after considering,

past experiences and other available internal information and are consistent with external sources of information to the

extent applicable.

key assumptionsas at

31 March 2020as at

31 March 2019Discount rate 12.11% - 29.90 12.97% - 24.48%Sales growth rate Nil - 20%. 5% -18%

Discount rate is the weighted average cost of capital of the respective subsidiary (CGU).

As at 31 March 2020, for CGU, the Group has considered it appropriate to undertaken the impairment assessment

with reference to the latest business plan which includes a 5 years (approximately) cash flow forecast and

applicable terminal growth rate. Terminal growth is used to extrapolate the cash flows beyond the projected period.

Based on management’s impairment assessment in respect of RV Enterprizes Pte. Limited, recoverable amount was

lower than the carrying amount for such CGU due to higher operating costs and this resulted in provision for impairment

loss of goodwill of Rs. 11.96 during the current year and the provision for impairment loss has been disclosed under

“”Impairment on non-financial assets”” in the Consolidated Statement of Profit and loss.

During the previous year ended 31 March 2019, based on management’s impairment assessment in respect of Devyani

Airport Services (Mumbai) Limited, recoverable amount was lower than the carrying amount for such CGU due to higher

operating costs and this resulted in provision for impairment of goodwill of Rs. 54.33 and such provision amount had

been disclosed under “Impairment on non-financial assets” in the Consolidated Statement of Profit and loss.

For other CGUs containing goodwill, the impairment assessment did not result in any impairment loss and the management

believes that any reasonably possible change in the key assumptions would not cause the carrying amount to exceed the

recoverable amount of the said CGUs.





6. investments in associates

Particulars

face value per

shares/ debenture

in rs.

as at 31.03.2020 as at 31.03.2019

Number of shares/

debenturesValue

Number of shares/

debenturesValue

investment in associates (unquoted)in equity shares Lineage Healthcare Limited* 10 - - 24,900 0.25 Add: Share in Profit/loss) - (0.25)

Parkview City Limited 10 228,000 2.28 228,000 2.28 Add: Share in Profit/loss) (2.28) (2.28)

Capital Infracon Private Limited 10 990,000 6.91 990,000 6.91 Add: Share in Profit/loss) (6.91) (4.05)

Ratnakar Foods & Beverages Private Limited** 10 - - 5,000 0.05 Add: Share in Profit/loss) - (0.05)

Africare Limited 100 KSHS 550 0.03 550 0.03 Add: Share in Profit/loss) (0.03) (0.03)

Agarwal Cold Drinks Private Limited** 10 - - 2,500 0.03 Add: Share in Profit/loss) - 0.08

Angelica Technologies Private Limited# 10 - - 35,474 12.56 Add: Share in Profit/loss) - 107.78

The Minor Food Group (India) Private Limited 10 7,223,144 72.19 7,223,144 72.19 Add: Share in Profit/loss) (47.19) (47.19)Less: Provision for imparement loss (25.00) (25.00)

Iclinic Healthcare Private Limited*** 10 - - 2,600,000 26.00 Add: Share in Profit/loss) - 0.00

Cryoviva Thailand Ltd. 10 BAHT 1,050,000 20.26 1,050,000 20.26 Add: Share in Profit/loss) 26.19 17.90

total 9,491,694 46.45 12,159,568 187.48 Aggregate book value of quoted investments - - Aggregate market value of quoted investments - - Aggregate value of unquoted investments 46.45 187.48

* During the year, the Holding Company has divested its entire equity holdings in Lineage healthcare Limited which

included existing holdings alongwith shares subscribed during the year amounting to `249.50 respectively.

** Investment has been written off due to disolutiion of company during the finacial year 2019-20.

*** During the year, the Holding Company has divested its entire equity holdings in Diagno Labs India Private Limited

“Diagno” which includes existing holding of shares of Iclinic Healthcare Private Limited, an associate Company of Diagno.


financial statem

ents




# Lunarmech Technologies Private Limited (subsidiary of Angelica Technologies Private Limited) became subsidiary

of Varun Beverages Limited “VBL” on account of increase in stake from 35% to 55%, post which the VBL has acquired

the board control of its associate, Angelica Technologies Private Limited. Consequently, both the entities have become

subsidiaries of the VBL with effect from 04 November 2019.

For details towards pledge of some of above shares refer note no. 22 E

7. investments

Particulars

face value per

shares/ debenture

in rs.

as at 31.03.2020 as at 31.03.2019

Number of shares/

debenturesValue

Number of shares/

debenturesValue

investment in equity shares (unquoted) (at fair value through oci) Global Health Private Limited 10 2,000,000 1,011.76 2,000,000 1,029.06 Shabnam Properties Private Limited^ 10 - - 15,680 3.44 Empire Stocks Private Limited 10 1,900 0.01 1,900 0.01 Sellwell Foods & Beverages Private Limited 10 - - 2,000 0.02 Pinnacle Infracon Limited^ 10 - - 200 0.00 Lineage Healthcare Limited 10 1,000 0 - - Shivalik Solid Waste Management Ltd. 10 18,000 0.18 18,000 0.18

investment in equity shares (quoted) (at fair value through oci) Lemon Tree Hotels Limited 10 32,427,784 713.41 53,427,784 4,308.95 Capital India Finance Limited 10 3,811,320 323.96 3,811,320 514.53

investment in equity shares (quoted) (at fair value through profit & loss ) Cosmo Films Ltd. 10 110 0.02 110 0.02 Cosmo Ferrites Ltd. 10 200,000 0.62 200,000 2.96 Jaykay Enterprises Limited 1 9,877 0.03 9,877 0.06 J.K.Cement Ltd. 10 2,233 2.09 2,233 1.94 Jamna Auto Industries Ltd 5 6,900 0.16 1,380 0.09 Pasupati Acrylon Limited 10 45 0.00 45 0.00 Rama Vision Ltd. 10 33,100 0.11 33,100 0.19 Welcure Drugs Ltd. 10 28,900 0.01 28,900 0.02 ICICI Bank Ltd. 2 4,950 1.60 4,500 1.80 Aravali Securities and Finance Ltd. 10 25,000 0.07 25,000 0.10 Reliance Industries Limited 10 4 0.00 2 0.00

investment in equity shares (unquoted) (at fair value through profit & loss ) The Margao Urban Co-operative Bank Limited 50 200 0.01 200 0.01 The Goa Urban Co-operative Bank Limited 10 250 0.00 250 0.00

in compulsorily convertible debentures(at amortised cost) in associates6 Year Compulsorily Convertible Debentures (Fully Paid up)Parkview City Limited 1,000 600,000 600.00 600,000 600.00

total 39,171,573 2,654.04 60,182,481 6,463.38 Aggregate book value of quoted investments 1,042.09 4,830.65 Aggregate market value of quoted investments 1,042.09 4,830.65 Aggregate value of unquoted investments 1,611.95 1,632.73








Registrar of Companies. (refer note 55A )

For details towards pledge of some of above shares refer note no. 22E

8. Loans

as at 31.03.2020

as at 31.03.2019

Loans carried at amortised cost Unsecured, considered good Security Deposit 975.70 920.01 Loan to others 69.57 170.00 Loan to related parties 124.11 115.65

1,169.38 1,205.66 Loan to related parties includes amounts due by companies in which directors of the Company are also director: Pinnacle Infracon Pvt Ltd - 170.00 Parkview City Ltd - 76.20 Empire Stock Private. Limited. 124.11 39.45

124.11 285.65

Note:

These loans granted were tested for impairment in accordance with Ind AS 36 “ Impairement of Assets”.

9. others

as at 31.03.2020

as at 31.03.2019

financial assets at amortised cost Balance in deposit accounts with more than 12 months maturity* 37.23 51.73 Lease rental receivables 21.59 - Finance Lease receivable 142.23 -

201.05 51.73

* Include receipts with lien marked with banks against guarantees issued in favour of various government departments.

10. income tax assets (net)

as at 31.03.2020

as at 31.03.2019


10a. current tax assets (net)

as at 31.03.2020

as at 31.03.2019



financial statem

ents




11. other non-current assets

as at 31.03.2020

as at 31.03.2019

(Unsecured, considered good) Capital advances 610.70 296.07 Security deposits 7.76 8.88 Income tax paid (includes amount paid under protest) - 40.24 Balance with statutory authorities (includes amount paid under protest) 368.65 235.27 Prepaid expenses# 118.91 378.10 Advances to contractors and suppliers 0.46 0.14

1,106.48 958.70

#The Group has adopted Ind AS 116, leases w.e.f 01 April 2019 and reclassified prepaid rent related to outlet, building

and warehouses amounting to Rs. 254.56 to right-of-use assets on transition date. Refer Note 47 for details.

12. inventories

as at 31.03.2020

as at 31.03.2019

(valued at lower of cost or net realisable value) Raw materials 7,369.97 4,748.69 Work-in-progress 1,044.11 1,119.01 Finished goods 3,740.42 2,211.39 Intermediate goods 1,409.56 1,227.86 Stores and spares 1,770.18 1,339.10

15,334.24 10,646.05

13. trade receivables

as at 31.03.2020

as at 31.03.2019

Unsecured, considered good 3,289.38 3,083.84 Secured, considered good 417.20 152.54 Unsecured, considered doubtful 789.37 901.06

4,495.95 4,137.44 Less : Allowance for doubtful debts 789.37 769.62

3,706.58 3,367.82

14. cash and cash equivalents

as at 31.03.2020

as at 31.03.2019

Balance with banks in current accounts 978.90 1,843.70 Balance in deposits with original maturity of less than three months 639.69 - Cheques/drafts on hand 13.90 4.91 Cash in transit 0.75 12.92 Cash on hand 44.90 88.52

1,678.14 1,950.05





15. Bank balances other than cash and cash equivalents

as at 31.03.2020

as at 31.03.2019

Deposits with original maturity more than 3 months but less than 12 months *

547.75 556.04

Unpaid dividend account 0.61 0.65 548.36 556.69

*represent deposit held as margin money, fixed deposit with bank for issuing bank guarantee and fixed deposit under

lien.

16. Loans

as at 31.03.2020

as at 31.03.2019

Loans carried at amortised cost Security Deposit 283.48 248.39 Loan to related parties 2,338.49 1,628.76 Loan to others - 1,887.83 Less : Provision for impairment (refer note 52A) (974.22) -

1,647.75 3,764.98

as at 31.03.2020

as at 31.03.2019

Loan to related parties includes amounts due by companies in which directors of the company are also director: Arctic Overseas Pte. Ltd. 75.12 69.67 Africare Limited 974.22 870.89 Loan to other related parties Parkview City Limited 1,152.59 688.20 Capital Infracon Private Limited 136.57 -

2,338.49 1,628.76

Note:

These loans granted were tested for impairment in accordance with Ind AS 36 “ Impairement of Assets”.

17. other financial assets

as at 31.03.2020

as at 31.03.2019

(Unsecured, considered good) Interest accrued on:

-Loan given 230.66 355.98 -Term deposits 5.65 2.64 -Others 26.42 14.34

Finance lease receivable 11.19 - Government grant receivable 733.04 1,356.63 Claim receivables 247.87 44.91 Other receivables 143.35 61.10

1,398.18 1,835.60

interest accured includes amounts due by companies in which directors of the company are also director: Empire Stock Private Limited 13.77 - Arctic Overseas Pte Ltd 53.70 6.11


financial statem

ents




interest accrued include amount due by associate companies Capital Infracon Private Limited 14.74 - Parkview City Limited 148.45 100.22 Afrricare Limited - 41.61

230.66 147.94

18. other current assets

as at 31.03.2020

as at 31.03.2019

(Unsecured, considered good) Security deposits 9.91 58.91 Other advances : -Employees 132.48 105.93 -Contractors and suppliers 2,040.78 1,329.80 Prepaid expenses 262.16 310.64 Balance with statutory/government authorities 1,314.02 1,546.19 Other advances 116.22 219.41

3,875.57 3,570.88

19. assets classified as held for sale

as at 31.03.2020

as at 31.03.2019

Property, plant and equipment Furniture and fixtures - 1.35 Office equipment - 1.85 Plant and equipment - 0.14 Computers - 0.68

- 4.02

20. equity share capital

as at 31.03.2020

as at 31.03.2019

authorised share capital 1,287,800,000 (March 31, 2019: 1,281,850,000) equity shares of `10 each

12,878.00 12,818.50

12,878.00 12,818.50 issued, subscribed and fully paid-up 216,745 (March 31, 2019: 212,005) equity shares of `10 each 2.17 2.12 Add : Equity Share Suspense Account 0.00 0.00 Note : 245 equity shares (March 31 2019 : 20) of `10 each are to be alloted as fully paid up for consideration other than cash and 10 equity shares (31 March 2019 : Nil) are to be cancelled pursuant to scheme of amalgamation as duly approved by Hon'ble National Company Law Tribunal, Special Bench, New Delhi.

2.17 2.12





a) reconciliation of share capital

Particulars No. of shares amount Balance as at 01 April 2019 212,005 2,120,050 Add: Share to be alloted on amalgamation (net of cancellation) on account of merger (refer note 55)

215 2,150

Add: Additions made on due to exercise of right shares# 4,760 47,600 Balance as at 31 March 2020 216,980 2,169,800

Particulars No. of shares amount Balance as at 01 April 2018 187,820 1,878,200 Add: Share to be alloted on amalgamation (net of cancellation) for common control entities (refer note 55)

20 200

Add: Additions made on conversion of compulsorily convertible debentures into equity shares*

10,031 100,310

Add: Additions made on conversion of compulsorily convertible preference shares into equity shares**

14,134 141,340

Balance as at 31 March 2019 212,005 2,120,050

#During the year, the Company has allotted 4,760 equity shares of face value of `10 each at an issue price of `210,095

each on right issue. These shares are pari-passu with the existing equity shares of the company, in all respects.

*During the previous year, the Company has allotted 10,031 equity shares of face value of `10 each at an issue price

of `209,355 each on conversion of compulsorily convertible debentures. These shares are pari-passu with the existing

equity shares of the company, in all respects.

**During the previous year, the Company has allotted 14,134 equity shares of face value of `10 each at an issue price

of `209,355 each on conversion of compulsorily convertible preference shares. These shares are pari-passu with the

existing equity shares of the company, in all respects.

b) terms/rights attached to shares

The Company has only one class of equity shares having a par value of `10 each. Each holder of equity share is entitled

to one vote per share. In the event of liquidation of the Company, holders of equity shares will be entitled to receive any of

the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion

to the number of equity shares held by the shareholders. The dividend, if any, proposed by the Board of Directors is

subject to the approval of the shareholders in the ensuing Annual General Meeting.

c) List of shareholders holding more than 5% of the equity share capital of the company at the beginning and at the

end of the year:

shareholders as at 31 March 2020 No. of shares % Ravi Kant Jaipuria & Sons (HUF) 189,221.00 87.21% Mr. Varun Jaipuria 19,966.00 9.20%

shareholders as at 31 March 2019 No. of shares % Ravi Kant Jaipuria & Sons (HUF) 184,455.00 87.01% Mr. Varun Jaipuria 19,751.00 9.32%

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

shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of

shares.


financial statem

ents




d) aggregate number of equity shares issued as bonus, shares issued for consideration other than cash and shares

bought back during the period of five years immediately preceding the reporting date:

During the year ended 31 March 2018, the company has alloted 63796 equity shares of `10 each as fully paid up for

consideration other than cash pursuant to scheme of amalgamation as duly approved by Hon’ble National Company Law

Tribunal, Special Bench, New Delhi.

During the year ended 31 March 2020, 235 equity shares (net of cancellation)of `10 each are to be alloted as fully paid up

for consideration other than cash pursuant to scheme of amalgamation as duly approved by Hon’ble National Company

Law Tribunal, Special Bench, New Delhi.

Further the company has not issued any bonus shares during the last preceding 5 years.

e) Preference share capital

The Company also has authorised preference share capital of 18,000,000 (31 March 2019: 18,000,000) preference shares

of `100 each. During the previous year, the Company has allotted 14,134 equity shares of face value of `10 each at an

issue price of `209,355 each on conversion of 8,999,950 compulsorily convertible preference shares of `100 each.

21. other equity

as at 31.03.2020

as at 31.03.2019

capital reserve Balance at the beginning of the reporting period/year 2,531.27 2,227.86 For the year (146.46) 304.74 Add : Transferred due to merger (refer note 55A) 100.94 (1.33) Gain from a bargain purchase (refer note 55D) 105.27 - Balance at the end of the reporting year 2,591.02 2,531.27

capital reserve on consolidation Balance at the beginning of the reporting period/year 1,761.06 1,761.06 Balance at the end of the reporting period/year 1,761.06 1,761.06

general reserve Balance at the beginning of the reporting period/year 201.65 96.62 Add: Transfer from debenture redemption reserve - 105.03 Balance at the end of the reporting period/year 201.65 201.65

debenture redemption reserve Balance at the beginning of the reporting period/year - 57.85 Add: Additions made during the reporting period/year - 47.18 Less: Transfer to general reserve - 105.03 Balance at the end of the reporting period/year - -

securities premium reserve Balance at the beginning of the reporting period/year 5,658.95 600.13 Add: Additions made on issue of equity shares pursuant to QIP 2,705.01 - Add: Additions made on conversion of compulsorily convertible debentures into equity shares

- 2,099.94





Add: Additions made on conversion of compulsorily convertible preference shares into equity shares

- 2,958.88

Add: Additions made persuant to exercise of employee stock options 0.18 - Add: Additions made persuant to exercise of right issue 1,000.00 - Add: Amount utilised for bonus issue (279.12) - Less: Amount utilised for share issue expenses (50.23) - Balance at the end of the reporting period/year 9,034.79 5,658.95

surplus in the statement of profit and loss Balance at the beginning of the reporting period/year (6,817.25) (6,485.33) Amount transferred on amalgamation of common control entities (refer note 55A)

- (1.00)

Add :Transitional impact on adoption of Ind AS 116 applying modified retrospective approcah (refer note 47)

(1,241.87) -

Less: Dividend distribution tax 27.72 17.03 Less: Transfer to debenture redemption reserve - 47.18 Add: Profit for the reporting year 292.57 (939.12)

(7,794.27) (7,489.66)

add: items of other comprehensive income (''oci'') recognised directly in retained earnings Gain on disposal of equity instruments transferred from OCI 1,230.18 638.71 Remeasurement of post-employment benefit obligation, net of tax (47.34) 33.70 Balance at the end of the year (6,611.43) (6,817.25)

share based payment reserve Balance at the beginning of the reporting period/year 75.78 74.04 Add: Employee stock option scheme expense (9.31) 1.93 Add: Movement during the reporting period/year (0.07) (0.19) Balance at the end of the reporting period/year 66.40 75.78

foreign currency monetary item translation difference account Balance at the beginning of the year 26.21 41.10 Add: Additions made during the reproting period/year (15.11) (9.13) Less Amortised During the year (14.98) 5.76 Less Transferred to transaction with NCI Reserve 26.08 - Balance at the end of the year - 26.21

re-measurement of equity instrument at fair value/gain on sale of such instruments (net of deferred tax) Balance at the beginning of the reporting year 3,718.59 3,159.52 Add: Re-measurement during the year (net of tax) (2,192.64) 1,197.78 Less : Transferred to retained earnings on disposal of equity investments

(1,230.18) (638.71)

295.77 3,718.59 transaction with Nci reserve Balance at the beginning of the year (1,151.24) (583.85) Add: Movement during the year 471.88 (567.39) Balance at the end of the year (679.36) (1,151.24)

exchange differences on translating the financial statements of foreign operations


financial statem

ents

as at 31.03.2020

as at 31.03.2019




Balance at the beginning of the reporting year 327.29 168.65 Add: Exchange differences arising on translation of foreign operations 401.78 158.64 Balance at the end of the reporting year 727.94 327.29

7,387.84 6,332.34 Promoter contribution in equity Balance at the beginning of the reporting period/year 535.57 535.57 Add: Movement during the reporting period/year - - Balance at the end of the reporting period/year 535.57 535.57

description of nature and purpose of each reserve:

capital reserve -

(i) Created on account of merger of companies pursuant to and in accordance with the court approved scheme of

amalgamation. Includes gain from bargain purchases.

(ii) Created on purchase of shareholding from Sameer ICT Limited (‘minority shareholder of Devyani Food Industries

(Kenya) Limited’).

general reserve -

Created by way of transfer of surplus for statement of profit and loss. The reserve is to be utilised in accordance with the

provisions of the Act.

securities premium reserve -

Created to record the premium on issue of shares. The reserve is to be utilised in accordance with the provisions of the

Act.

retained earnings -

Created from the profit / loss of the Company, as adjusted for distributions to owners, transfers to other reserves, etc.

debenture redemption reserve -

Created as per provisions of the Companies Act, 2013 (as applicable to Holding Company) out of the distributable profits

and can only be utilised for redemption of debentures.

exchange differences on translating the financial statements of foreign operations -

Exchange differences arising on translation of the foreign operations of the Group, recognised in other comprehensive

income as described in accounting policy and accumulated in a separate reserve within equity. The cumulative amount is

reclassified to profit or loss when the net investment is disposed.

share based payment reserve -

Created for recording the grant date fair value of options issued to employees under employee stock option schemes and

is adjusted on exercise/ forfeiture of options.

foreign currency monetary item translation difference account -

Created for recording exchange differences arising on restatement of long term foreign currency monetary items, other

than for acquisition of fixed assets, and is being amortised over the maturity period of such monetary items.


as at 31.03.2020

as at 31.03.2019




transaction with Nci reserve -

Any difference between the consideration paid to NCI over the carrying value of the interest acquired or consideration

paid by NCI over the carrying value of the interest acquired by NCI has been recognized in transaction with NCI reserve,

a component of equity.

22. Borrowings

a. Non-current borrowings:

as at 31.03.2020

as at 31.03.2019

debentures Compulsorily convertible debentures (unsecured) 600.00 592.70 Term loans (secured)

Foreign currency loans from banks 2,665.09 2,767.29 Indian rupee loans from banks 28,781.64 28,378.69 Indian rupee loan from a financial institutions/others 4,369.28 5,209.03

Redeemable, non-cumulative, non-convertible preference shares (unsecured)*

47.91 104.30

Deferred value added tax (unsecured) - 55.97 Term loans (Unsecured) loan from body corporate/others carrying interest rate ranging from 5-29 %

466.86 771.56

36,930.78 37,879.54

Refer note 22E for terms & condition of term loans, issue and redemption of Compulsorily convertible debentures,

deffered value tax and loan from body corporate/others

The group has complied with all the loan covenants.

B. Non current lease liabilities:

as at 31.03.2020

as at 31.03.2019

Carried at amortised cost (unsecured) 12,658.50 - 12,658.50 -

c. current borrowings:

as at 31.03.2020

as at 31.03.2019

Loans repayable on demand Banks-working capital, cash credit and overdraft facilities (secured) 7,196.27 6,188.56 Banks-working capital, cash credit and overdraft facilities (unsecured) 3,100.00 1,900.00 Corporate loan taken from bank (Secured) refer note 22H 731.00 - Buyer's credit from a bank (unsecured) 251.93 - Loan from related party (unsecured) carrying interest rate @ 11.50% to 12%/(2%+ 1 year LIBOR)

1,232.73 1,317.69

Letter of credit (LC) payable to a bank (unsecured) - 502.08 Others Loan (unsecured) carrying interest rate ranging from 0-12%/(2%+1 year LIBOR)

193.64 244.40

12,705.57 10,152.73

(i) The working capital facilities from banks and financial institution are secured against current assets of respective


financial statem

ents




companies and in respect of some subsidiaries the entire assets of the companies, These working capital facilities

carry interest rates ranging between 7 to 20.83 %.

(ii) LC payable to a bank carries rate of interest of 8.65% for 120 days. The outstanding amount of previous year was

repaid during the year.

(iii) Buyer’s credit from a bank carries rate of interest of six month LIBOR+0.55% per annum for 97-100 days.

d. current lease liabilities:

as at 31.03.2020

as at 31.03.2019

Carried at amortised cost (unsecured) 1,441.25 - 1,441.25 -

e. Borrowings

terms and conditions/details of securities for loans are as under:

Name of the bank/instrument 31 March 2020 31 March 2019 Non-

current current

Non-current

current

compulsorily convertible debentures (unsecured)a) Terms and conditions of issue and conversion\redemption of Compulsorily Convertible Debentures (CCD’s) are as under:

No of debentures Date of issue Face Value 600000 26-03-2015 1000

b) The CCD’s carry a rate of Interest of 12% from the date of allotment.

c) The CCD’s shall have a initial tenure of 5 years from the date of their allotment after that they shall be convertible into such number of equity shares of the company as may be determined on the basis of fair market value calculated on the basis of provision of section 56 of Income Tax Act, 1961. The same has been extended for a further period of 5 years.i.e. till 24 March 2025.

600.00 - 592.70 -

total (a) 600.00 - 592.70 -

foreign currency loans from banks





The term loan amounting to USD 3.09 million was taken from Yes Bank Limited during the year ended 31 March 2018. The tenure of the loan is 60 months from the date of first disbursement including the 15 months moratorium period.

The interest rate applicable is fixed rate of 5.25% p.a ( previous year: 5.25% p.a) payable monthly.

The term loan is secured by :

First pari passu charge by way of hypothecation of the Company’s entire moveable property, plant and equipment both present and future.

Pari passu first charge by way of equitable mortgage on the immovable property, plant and equipment of the Company’s industrial land at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004.

Note: The outstanding balance of borrowings is net of unamortised transaction cost of INR 0.86 (previous year : INR 1.50).

The Holding Company has entered into interest rate swap with Yes Bank Limited basis which floating interest rate i.e. LIBOR + 2.5% p.a have been exchanged with fixed interest rate of 5.25% p.a

117.10 56.78 159.37 52.93

The term loan amounting to USD 3.08 million was taken from Yes Bank Limited during the year ended 31 March 2018. The tenure of the loan is 60 months from the date of first disbursement including the 15 months moratorium period.

USD 0.43 million was repaid during the financial year 2018-19 and the repayment of quarterly installments was rescheduled. The interest rate applicable is fixed 5.50% p.a. payable monthly. ( previous year: 5.50% p.a, payable monthly)


First pari passu charge by way of hypothecation of the Holding Company’s entire moveable property, plant and equipments, both present and future.

Pari passu first charge by way of equitable mortgage on the immovable property, plant and equipment of the Company’s industrial land at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004.

Note: The outstanding balance of borrowings is net of unamortised transaction cost of INR 0.76 (previous year : INR 1.48).

The Company has entered into Interest rate swap with Yes Bank Limited basis which floating interest rate i.e. LIBOR + 2.5% p.a have been exchanged with fixed interest rate of 5.50% p.a.

99.74 49.87 137.10 45.24


current current

Non-current

current


financial statem

ents




The term loan amounting to NPR 100,00,000 was taken from Everest Bank Limited during the year ended 31 March 2019. The tenure of the loan is 18 months .

The rate of Interest is 11.70 % (previous year: 11.70%) linked to BR quarterly rest


Primary security: First pari passu charge on the entire moveable fixed and current assets of the Company.

Further the loan is secured by the corporate guarantee of Devyani International Limited and personal guarantee of the directors.

- - - 4.03


The rate of Interest is 11.70 % (previous year: 11.70 %) linked to BR quarterly rest



Further the loan is secured by the corporate guarantee of Devyani International Limited and personal guarantee of the directors.

10.19 3.93 14.04 3.91


The rate of Interest is 11.70 % (previous year : 11.70 %) linked to BR quarterly rest



Further the loan is secured by the corporate guarantee of Devyani International Limited and personal guarantee of the Directors.

8.08 3.37 10.71 2.68

Term loan taken from NIC bank by DFIL Tenure of 5 years 6 months inclusive of moratorium period of 6 months

Repayment is made in Every Month. Rate of interest is 13.00%

Repayment is monthly

In FY 2020-21 -159.22 In FY 2021-22 -382.13 In FY 2022-23- 331.71 The loan is secured by First Pari Passu all assets debenture over Devyani Food Industries (Kenya) Limited for Rs 2.32bn

691.50 181.56 752.43 399.21


current current

Non-current

current





Loan carrying rate of interest of LIBOR+1.60% (31 March 2019: LIBOR+1.60%) and is repayable in two equal instalments of SGD 16.56 million each in May 2021 and May 2022. The Company has executed a cross currency swap to hedge total loan of SGD 33.13 million to USD 25 million and interest rate swap to hedge its exposure.

This loan is secured on first pari-passu charge on the entire movable and immovable property, plant and equipment of the Company including the territory/franchisee rights acquired under the acquisition under slump sale basis except vehicles.

1,738.48 - 1,693.64 -

total (B) 2,665.09 295.52 2,767.29 508.00

term LoansLoan from banks (secured)Vehicles loan taken from HDFC Bank carrying rate of interest ranging between 8.10% to 8.75% p.a. They are repayable generally over a period of three to five years in equal monthly instalments as per the terms of the respective agreements.

1.20 1.18 2.52 1.38

The term loan amounting to INR 300.00 was taken from Yes Bank Limited during the year ended 31 March 2016. The tenure of the loan is 73 months.

The interest rate applicable is 10.40% p.a payable monthly (previous year: 9.60% p.a payable monthly).

The term loan was secured by :

First pari passu charge on all movable property, plant and equipment of the Holding Company both present and future.

Second pari passu charge over all current assets of the Holding Company both present and future.

First pari passu charge on immovable property situated at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004.

120.00 61.59 179.99 62.04

The term loan amounting to INR 1,000.00 was taken from Axis Bank Limited. Loan amounting to INR 500.00 was drawn down during the year ended 31 March 2017 and INR 500 during the year ended 31 March 2016. The tenure of the loan is 72 months.

The interest rate applicable is Axis Bank base rate +1.30 % presently 10.05% p.a. payable monthly (previous year: 9.85% p.a. payable monthly). Interest rate to be reset on an annual basis.


First pari passu charge by way of hypothecation of the Holding Company’s entire moveable property, plant and equipment both present and future.

Pari passu first charge by way of equitable mortgage on the Holding Company’s unit setup at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004.

Second pari passu charge by way of hypothecation on the entire current assets of the Holding Company.

Note : The outstanding balance of borrowings is net of unamortised transaction cost of INR. 0.90 (previous year : INR.2.06).

180.00 243.18 419.09 244.76


current current

Non-current

current


financial statem

ents




The term loan amounting to INR 800.00 was taken from Ratnakar Bank Limited during the year ended 31 March 2014. The tenure of loan is 66 months including moratorium period of 6 months.

The interest rate applicable is 1.25% above RBL base rate presently 10.25 % p.a . (previous year: 10.25 % p.a).



Pari passu first equitable mortgage by way of charge on the Holding Company’s unit setup at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004.

Note: The outstanding balance of borrowings is net of unamortised transaction cost of INR. Nil (previous year : INR. 0.01).

- - - 19.68

The term loan amounting to INR 150.00 was taken from Yes Bank Limited during the year ended 31 March 2016. The tenure of the loan is 60 months from the date of first disbursement including the 12 month moratorium period.

The interest rate applicable was 10.40% (previous year: 9.60% p.a., payable monthly ).

The term loan was secured by :

First pari passu charge on all property, plant and equipment of the Holding Company (both present and future) with minimum 1.0x cover.

Unconditional and irrevocable personal guarantee of Mr. Ravi Kant Jaipuria and Ravi Kant Jaipuria & Sons (HUF).

Negative lien on industrial property situated at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004 till 31 January 2015 post which the lender will have First pari passu charge by way of equitable mortgage.

Note: The outstanding balance of borrowings is net of unamortised transaction cost of INR. Nil (previous year : INR. 0.03).

- - - 9.35

The term loan amounting to INR 750.00 was taken from Ratnakar Bank Limited during the year ended 31 March 2018. The tenure of the loan is 72 months including six months moratorium.

The interest rate applicable is 9.10% p.a payable monthly (previous year: 9.70% p.a.).


First pari passu charge by way of hypothecation of the Holding Company’s entire moveable property, plant and equipment, both present and future.

Pari passu first charge by way of equitable mortgage on the immovable property, plant and equipment of the Holding Company’s industrial land at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004. Note : The outstanding balance of borrowings is net of unamortised transaction cost of INR. 1.89 (previous year : INR. 2.97).

373.76 135.84 509.47 135.29


current current

Non-current

current





The term loan amounting to INR 1,000 was taken from IndusInd Bank Limited during the year ended 31 March 2019. The tenure of the loan is 72 months with moratorium of 12 months.

The interest rate applicable is as follows:

- 8.85% p.a. linked to MIBOR, for first drawdown of INR 250, payable monthly (previous year: Nil)

- 9.10% p.a. linked to MIBOR, for second drawdown of INR 500, payable monthly (previous year: Nil)

- 9.93% p.a. linked to MIBOR, for third drawdown of INR 250, payable monthly (previous year: Nil)


First pari passu charge by way of hypothecation of the Company’s entire moveable property, plant and equipment both present and future.

Second pari passu charge by way of hypothecation on the entire current assets of the Company.

First pari passu charge by way of extension of mortgage on the immovable properties, property, plant and equipment of the Company’s industrial land situated at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004.

825.00 125.21 925.00 75.00

The term loan amounting to INR 150 was taken by Devyani Food Street Private Limited from Yes Bank Limited during the year ended 31 March 2018.

The interest rate applicable is 10.00% p.a. payable monthly ( previous year : 9.50% p.a). The tenure of the loan is 84 months.


First pari passu charge over entire movable property, plant and equipment and current assets of the company.

Unconditional and irrevocable corporate guarantee of Devyani International Limited.

Non Disposable Undertaking (NDU) from Devyani International Limited for its shareholding in the Company.

75.00 25.90 100.00 26.11

Vehicle loans from Tata Motors Finance Limited represent four vehicle loans taken by DIL during the year ended 31 March 2017. The tenure of the loans is 36 months. Loans from Tata Motors Finance Limited is repayable in 35 monthly instalments. The loans are secured against the respective vehicles.

The interest rate applicable to the loans is 9.25% p.a. payable monthly (previous year : 9.25% p.a)

The amount of instalment ranging from Rs. 0.35 to Rs. 0.40 per month The loan is fully repaid during the year ended 31 March 2020

- - - 1.17


current current

Non-current

current


financial statem

ents




The term loan amounting to INR 800.00 was taken from IndusInd Bank Limited during the year ended 31 March 2020. The tenure of the loan is 81 months with moratorium of 12 months.

The interest rate applicable is as follows:

Amount upto INR 20 cr - 9.70% p.a. payable monthly linked to MCLR,(previous year: Nil)

Over and Above INR 20 cr - 9.72% p.a. payable monthly linked to MCLR,(previous year: Nil)



Second pari passu charge by way of hypothecation on the entire current assets of the Holding Company both present and future.

First pari passu first charge on the Holding Company’s industrial land at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004.

780.00 20.26 - -

The term loan amounting to INR. 400 was taken from IDFC Bank Limited during the year ended 31 March 2019. The tenure of the loan is 72 months with moratorium of 12 months.

The interest rate applicable is 10.15 % p.a., payable monthly (previous year: 9.90 %)


First pari passu charge on the entire moveable property, plant and equipment of the Company.

First pari passu charge on the immovable Property, plant and equipment of the Company situated at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004 and immovable property, plant and equipment of the Company.

300.00 100.12 400.01 0.11

The unsecured term loan amounting to INR 57.63 was taken by Devyani Airport Services (Mumbai) Private Limited from High Street Food Services Private Limited during the year ended 31 March 2014.

The interest rate applicable is 12% p.a. payable quarterly ( previous year : 12% p.a, payable quarterly)

The tenure of the loan is 60 months including moratorium period of 24 months.

- 0.39 - 0.39


current current

Non-current

current





Term loan taken by Alisha Retail Pvt Ltd from Yes Bank with outstanding ` Nil* (Previous year ` 553.12) is secured by :

(i)Exclusive charge over entire Current assets (including security deposits and loans & advances provided during the normal course of business) and movable fixed assets of the company (Both present and future) providing minimum security coverage of 1.0x of the facility amount at all times.

(ii) Pledge over equity shares of Group Company.

(iii) Unconditional and irrevocable personal guarantee of Mr. Ravi Kant Jaipuria and M/s Ravi Kant Jaipuria & Sons HUF. (iv) Unconditional and irrevocable corporate guarantee of RJ Corp Limited. The term loan carrying rate of interest is 9.50 - 10.25% p.a.

*During the year ended 31 March 2020 the Holding Company divested its entire stake in Alisha Retail Private Limited.

- - 341.67 211.45

Term loan taken by Alisha Retail Pvt Ltd from Yes Bank with outstanding ` Nil* (Previous year `405.21) is secured by :

(i) Exclusive second charge over entire Current assets and movable fixed assets of the company (Both present and future). (ii) Unconditional and irrevocable personal guarantee of Mr. Ravi Kant Jaipuria.

(iii) Unconditional and irrevocable corporate guarantee of RJ Corp Limited.

(iv) Share pledge on 3000 shares of RJ Corp Limited. The term loan carrying rate of interest is 10.50% p.a.

*During the year ended 31 March 2020 the Holding Company divested its entire stake in Alisha Retail Private Limited.

- - 333.33 71.88

“The term loan from Yes Bank taken by Diagno Labs India Private Limited with outstanding ` Nil* (Previous year `432.54) is repayable by way of 16 quarterly instalments after a moratorium period of twenty four months as per the terms of the agreements. The Rate of interest charged is 10.10 % to 10.38% currently.

Term loan from Yes Bank is secured by -

a) Exclusive charge on all the Immovable & Movable Fixed Assets of the company and all the current assets of the company, security deposits with M/s Linage Healthcare Ltd. and M/s Pinnacle Infracon Pvt. Ltd.

b) The loan is further secured against residential property of M/s R.K.Jaipuria & Sons (HUF) situated at Goa, Pledge of shares of M/s Varun Beverages Ltd By M/s RJ Corp. Ltd.

c) It is further secured by negative lien on Immovable Property being developed at Mumbai by M/s Pinnacle Infracon Pvt. Ltd. & unconditional irrevocable personal guarantee of Sh. R.K.Jaipuria & M/s R.K. Jaipuria & Sons ( HUF).

*During the year ended 31 March 2020 the Holding Company divested its entire stake in Diagno Labs India Private Limited.

- - 170.04 262.50


current current

Non-current

current


financial statem

ents




Term loan from IDFC Bank with outstanding ` Nil* (Previous year `512.52) by Diagno Labs India Private Limited is secured by second pari passu charge on current and moveable fixed assets of the company and . The loan is further secured against pledge of shares of M/s RJ Corp. Ltd. It is further secured by corporate guanatee of RJ Corp Ltd. and personal guarantee of Sh. R.K.Jaipuria .The term loan from IDFC Bank is repayable by way of 6 half yearly instalments after 6 months from the date of disbusement. The Rate of interest charged is 9.30 %to 11% currently

*During the year ended 31 March 2020 the Holding Company divested its entire stake in Diagno Labs India Private Limited.

- - 329.19 183.33

The term loan from Yes Bank by Cryoviva Biotech Pvt. Ltd. is repayable over a period of Seventy Two Months after a moratorium period of Twenty Four Months in 16 quarterly instalments as per the terms of the agreements. The Rate of interest charged is 11.50% currently.

Loan is secured by -

a) Second charge on fixed assets of the borrower (both present and future) including land & building of the company to be set up in Plot No. 19, Sector 35, Gurugram along with Second charge on current assets of the company (both present and future).

b) The Loan is further secured by pledging of shares of associate concern to an extent of 1.5x of total facility amount and personal guarantee of R.K. Jaipuria and R.K. Jaipuria and Sons (HUF). The loan got repaid in the current year ended 31 March 2020.

- - - 74.73

Vehicle loans are secured by Cryoviva Biotech Pvt. Ltd. charge on respective vehicles. These are repayable in 60 monthly instalments and carry an interest rate of 8.70%.

2.82 0.96 3.78 0.88

Term Loan taken from Axis Bank by DFIL. The Rate of interest charged is 10% (31 March 2019 9.35%) currently having tenure of 5 years 5 months. Six instalments of ̀ 70 each from financial year 2020-21 to financial year 2022-23

Loan is secured by -

(i) Prime: First Pari-passu charge over entire movable and immovable fixed assets of the company (both present and future).

(ii) Collateral: Pari-passu first charge by way of hypothecation of brand ""Cream Bell"" owned by the company.

(iii) Second Pari Passu charge over entire current assets of the Company.

(iii) Guarantee: Personal guarantees of Mr. Ravi Kant Jaipuria and Ravi Kant Jaipuria & Sons (HUF)

280.00 140.00 420.00 140.00


current current

Non-current

current





Term Loan taken from Yes Bank by DFIL. The Rate of interest charged is 9.65% currently having tenure of 49 months.

(i) First Pari-passu charge over entire movable fixed assets and immovable fixed assets of the company (both present and future)

(ii) First pari-passu charge over ""Creambell"" brand of the company

(iii) Second Pari-passu charge over entire current assets of the company (both present and future)

(iv) Personal Guarantee of Mr. R. K. Jaipuria and M/s Ravi Kant Jaipuria & Sons (HUF)

The loan got repaid in the current year.

- - 99.00 -

Term Loan taken from Yes Bank by DFIL. The Rate of interest charged is 9.65% currently having tenure of 66 months.

(i) First Pari-passu charge over entire movable fixed assets and immovable fixed assets of the company (both present and future)

(ii) First pari-passu charge over ""Creambell"" brand of the company

(iii) Second Pari-passu charge over entire current assets of the company (both present and future)

(iv) Personal Guarantee of Mr. R. K. Jaipuria and M/s Ravi Kant Jaipuria & Sons (HUF)

400.00 - 550.00 -

Term Loan taken from IDFC Bank by DFIL. The Rate of interest charged is 9.25% currently.Tenure of 5 years and 1 month Repayment to be made in the month of May and July of each financial year.

Loan is secured by:-

(i)First Pari Passu charge over movable and immovable fixed assets of the borrower (both present and future)

(ii) First Pari Passu charge over brand ""Cream Bell"" of the Company.

(iii) Unconditional and irrecoverable personal guarantee of Mr. Ravi Kant Jaipuria and Ravi Kant Jaipuria and Sons (HUF) .

(iv) Second Pari Passu charge over current assets of the Company both present and future.

187.38 - 374.71 -


current current

Non-current

current


financial statem

ents




Term Loan taken from HDFC bank by DFIL, The rate of interest is 9.45% (31 March 2019 9.15%) currently.Tenure of 5 years (including moratorium of 9 months). Repayment to be made in the month of June, July and August of each financial year.


(i) First Pari-passu charge over entire movable fixed assets of the company (except the assets exclusively charged in favour of specific lenders)

(ii)First Pari Passu charge over brand Creambell of the borrower.

(iii) First pari-passu charge by way of equitable mortgage over immovable properties of the company.

(iv) Second Pari Passu charge over entire current assets of the Company.

(v) Unconditional and irrecoverable personal guarantee of Mr. Ravi Kant Jaipuria.

450.59 176.32 626.90 117.55

Term Loan taken from HDFC bank by DFIL, The rate of interest is 9.10% currently.Tenure of 6 years (including moratorium of 9 months). Repayment to be made in the month of May and July of each financial year.

The loan is secured by

(i) First Pari-passu charge over entire movable and immovable fixed assets of the company both present & future.

(ii) First Pari Passu charge over brand ""Cream Bell"" of the borrower.

(iii) Second Pari Passu charge over entire current assets of the Company both present and future.

(iv) Personal guarantee of Mr. Ravi Kant Jaipuria.

210.00 70.00 280.00 70.00

Term Loan taken from Kotak Mahindra Bank bank by DFIL, The rate of interest is 8.9% currently. Tenure of 3 years. Repayment to be made in the month of April, May, June, July and August of each financial year.


(i) Exclusive charge on Varun Beverages Limited's receivables.

(ii) Subservient charge on current assets and movable fixed assets (excluding assets charged exclusively to specific lenders) of the company.

(iii) Personal guarantee of Mr. Ravi Kant Jaipuria and Ravi Kant Jaipuria and Sons (HUF)

(iv) Corporate Guarantee of R J Corp Limited.

333.33 133.33 - -


current current

Non-current

current





Term Loan taken from RBL bank by DFIL, The rate of interest is 10.3% (31 March 2019 10.25%) currently. Tenure of 5 years (including moratorium of 6 months). Repayment to be made quarterly in the month of may, august, november and february of each financial year.


(i) First Pari-passu charge over entire movable fixed assets of the company (except the assets exclusively charged in favour of specific lenders)

(ii)First Pari Passu charge over cream bell brand of the borrower.

(iii) First pari-passu charge by way of equitable mortgage over immovable properties of the company at Baddi, Goa and Kosi and Asansol unit.

(iv) Second Pari Passu charge over entire current assets of the Company.

(v) Unconditional and irrecoverable personal guarantee of Mr. Ravi Kant Jaipuria & M/s. Ravi Kant Jaipuria & Sons (HUF) .

290.25 125.00 455.75 125.00

Term Loan taken from RBL bank by DFIL, The rate of interest is 9.7% (31 March 2019 8.50%) currently.

(i) Tenure of 5 years and 6 months (including moratorium of 6 months)

(ii) Repayment to be made quarterly in the month of may, august, november and february of each financial year.


(i) Subservient charge over entire current assets and movable fixed assets of the company both present & future.(ii) Subservient charge over ""Cream Bell"" brand of the borrower.

(iii) Pledge on unlisted equity shares of RJ Corp Ltd. providing share cover of 2x.

(iv) Unconditional and irrecoverable corporate guarantee of RJ Corp Ltd.

(v) Unconditional and irrecoverable personal guarantee of Mr. Ravi Kant Jaipuria

462.59 155.56 616.40 77.78

Term Loan taken from Induslnd Bank by DFIL. Principal amount to be repaid in 88 equal installments. Repayment to be made in the month of May and June of each financial year. Rate of interest 10.75%

(i) Subservient charge on entire movable fixed assets of the Company.

(ii) Lien on the ""Cream Bell"" brand on a 1st PP basis with the other term lenders.

(iii) Subservient charge on the entire current assets with other lenders.

(iv) Personal guarantee of Mr. Ravi Kant Jaipuria & Ravi Kant Jaipuria & Sons (HUF) .

(v) Pledge of fully paid-up unencumbered equity shares of RJ Corp Ltd. owned by R.K.Jaipuria & sons HUF, to the extent of 2.5x securty cover of the facility amount.

950.00 25.00 975.00 25.00


current current

Non-current

current


financial statem

ents




Vehicle loan from HDFC bank by DFIL. They are repayable generally over a period of three to five years in equal monthly instalments as per the terms of the respective agreements. Secured against hypothecation of vehicles purchased thereunder.

14.00 18.21 32.21 16.80

Loans taken by Holding Company from Indusind bank carrying rate of interest of 10.75%. This loan is repayable in 36 installment as follows: 3 monthly installments of Rs.5 starting from January 2020 to March 2020, 30 monthly installments of Rs.20.80 starting April 2020 to September 2022, 3 monthly installments of Rs.36.70 starting from October 2022 to December 2022.

'Term Loans from Indusind Bank is secured by:




474.68 249.60 717.79 15.00

Loans taken by Holding Company from Yes bank carrying rate of interest of 10.80%

This loan is repayable as follows: Two instalments of Rs. 25 each in June 18 and July 18, Two instalments of Rs. 50 each in June 19 and July 19, Two instalments of Rs. 50 each in June 20 and July 20, Two instalments of Rs. 62.5 each in June 21 and July 21, Two instalments of Rs. 62.5 each in June 22 and July 22.



b) Pledge of unquoted equity shares held by the company, and


243.98 100.00 339.56 100.00

Loans taken by Holding Company from Yes bank carrying rate of interest of 10.27% . This loan is repayable in 16 quarterly installments of 31.25 starting from March 2019.



b) Pledge of equity shares of the Company held by Promoters, and

d) Personal guarantee of one of the director of the company.

216.65 125.00 340.07 125.00


current current

Non-current

current





Loans taken by Holding Company from Indusind bank carrying rate of interest of 9.90%. This loan is repayable in 16 installment as follows: 4 monthly installments of Rs.50 starting from April 2019 to July 2019, 4 monthly installments of Rs.50 starting April 2020 to July 2020, 4 monthly installments of Rs.70 starting from April 2021 o July 2021 and 4 monthly installments of Rs. 75 starting from April 2022 to July 2022.





572.46 100.00 766.89 200.00

Loans taken by Holding Company from Indusind bank carrying rate of interest of 11.75%. This loan is repayable in 36 installment as follows: 12 monthly installments of Rs.1.88 starting from October 2019 to September 2020, 12 monthly installments of Rs.2.81 starting from October 2020 to September 2021, 12 monthly installments of Rs.3.75 starting from October 2021 to September 2022, 12 monthly installments of Rs.4.69 starting from October 2022 to September 2023, 24 monthly installments of Rs.7.50 starting from October 2023 to September 2025, 12 monthly installments of Rs.9.38 starting from October 2025 to September 2026.


a) Subservient charge on all current asset and Movable fixed assets



401.52 28.13 - -

Loans carrying rate of interest in range of 7.90-10.33% (31 March 2019: 7.90-10.15%). They are repayable generally over a period of three to five years in instalments as per the terms of the respective agreements. Vehicle loans are secured against respective asset financed.

154.84 63.66 17.00 41.21

Loans taken by VBL carrying weighted average rate of interest 8.22% (31 March 2019: 8.5%) depending upon tenure of the loans.

These loan are secured on first pari-passu charge on the entire movable and immovable property, plant and equipment of the Company including the territory /franchisee rights acquired under the business acquisition except vehicles.

For repayment terms refer note 22F(a).

19,895.96 4,762.70 16,837.47 3,375.23

Loans of Varun Beverages (Zimbabwe) (Private) Limited, carry rate of interest of LIBOR + 2.50% (31 March 2019: 5.26% to 6.76%).

One of these loans is secured by charge on subsidiary company's land and other loan is secured by corporate guarantee of the Holding Company (Varun Beverages Limited).

For repayment terms refer note 22F (b).

300.85 301.54 553.26 268.97


current current

Non-current

current


financial statem

ents




Loans of Varun Beverages (Zimbabwe) (Private) Limited, carry rate of interest of LIBOR + 3% (31 March 2019: LIBOR + 3%). One of these loans is secured by charge on subsidiary company's land and other loan is secured by corporate guarantee of the Holding Company (Varun Beverages Limited).

For repayment terms refer note 22F (b).

284.78 392.23 529.33 302.30

Loans from banks at Varun Beverages Lanka (Private) Limited carry rate of interest of Nil (31 March 2019 13%) which were repid during the year.

These term loans (other than vehicle loans) are secured by mortgage of moveable and immovable assets of the subsidiary company and corporate guarantee of the Holding Company and subsidiary company. Vehicle loan is secured by charge over respective vehicles financed.

For repayment terms refer note 22F (c).

- - 0.88 0.64

"Loans from banks at Varun Beverages (Nepal) Private Limited carry rate of interest of Nil (31 March 2019 - 8.80%). For repayment terms refer note 22F (d)."

- - 132.36 117.08

total (c) 28,781.64 7,680.91 28,378.69 6,497.62

Loan from financial institution/othersInterest free loan from The Director of Industries and Commerce, Government from Haryana taken by VBL is repayable in one installment after expiry of five years from the date of disbursement. The loan is discounted at the weighted average rate of borrowings, i.e., 8.33%. Loan is secured against bank guarantee equivalent to 100% of loan amount valid upto the repayment date of loan plus six months grace period.

482.63 - 367.13 -

Interest free loan from The Pradeshiya Industrial & Investment Corporation of U.P. Limited taken by VBL are repayable in one instalment after expiry of seven years from the date of disbursement. Loan is secured against bank guarantee equivalent to 100% of loan amount valid upto the repayment date of loan plus six months grace period.The loans are recognised at amortised cost basis using weighted average rate of borrowing on date of receipt, i.e., 8.52%-9.72%.

364.38 - 334.39 -

These are repayable over a period of time as per the terms of respective lease agreements. The loans are recognised at amortised cost basis using weighted average rate of borrowing. These loans are secured against respective asset financed

- - 2.52 10.66

Interest free loan from The Director of Industries and Commerce, Haryana are repayable in one instalment after expiry of Seven years from the date of disbursement.The loans are recognised at amortised cost basis using weighted average rate of borrowing on date of receipt, i.e., 9.00%-11.51%.

The Loan is repayable in one installment after 7 years from the date of disbursement.

Loan is secured against bank guarantee equivalent to 100% of loan amount.

146.28 - 133.41 -


current current

Non-current

current





Loan from financial institutions taken by Holding companyLoan taken from Kotak Mahindra Prime Limited carrying rate of interest rate of 14%. This loan is repayable in monthly installments of Rs. 35 starting from sep 30, 2016 to March 31, 2017 (Except for Novemeber 2016), monthly installments of Rs. 100 for November 2016, monthly installments of Rs. 50 staring from April 2017 to June 30, 2019 and monthly installment of Rs.40 for July 2019.

- - - 139.90

Loan taken from Kotak Mahindra Prime Limited carrying rate of interest rate of 11.70%.

This loan is repayable in 48 monthly installments of Rs. 20.83 starting from January 2018 to Decemeber 2021.

185.31 229.17 432.82 250.00

Loan taken from Kotak Mahindra Prime Limited carrying rate of interest of 11.70%. This loan is repayable in 42 monthly installments of Rs. 23.81 starting from May 2019 to October 2022.

Term Loans from Kotak Mahindra Prime Ltd. is secured by :

a) Equitable Mortgage on the Land & Building of the company situated at Plot No. 31, Sector-44, Gurgaon.

b) Pledge of some of the Quoted/Unquoted Equity Shares held by the company and associates.

c) Pledge of 6% equity shares of the Company as held by promoters.

c) Personal guarantee of RK Jaipuria & Sons (HUF)."

476.19 238.10 738.10 261.90

Loan taken from Kotak Mahindra Prime Limited carrying rate of interest of 12.45%. This loan is repayable in bullet within 90 Days of disbursement . This Term Loan is secured by Corporate Guarantee of RK Jaipuria & Sons (HUF).

- - - 100.00

Loan taken from Kotak Mahindra Prime Limited carrying rate of interest of 11.70%. This loan is repayable in 48 monthly installments of Rs. 29.16 starting from June 2019 to May 2023.

758.33 291.67 1,108.33 291.67

Loan taken from Kotak Mahindra Prime Limited carrying rate of interest of 12.45%. This loan is repayable in 48 monthly installments of Rs. 12.50 starting from March 2020 to February 2024. Term Loans from Kotak Mahindra Prime Ltd. is secured by :

a) Equitable Mortgage on the Land & Building of the company situated at Plot No. 31, Sector-44, Gurgaon.

b) Extension of First charge by way of pledge of 6% total equity shares of the Company.

c) Extension of charge by way of pledge on 6.75% of total equity shares of Lemon Tree Hotels Limited (LTHL).

c) Corporate guarantee of RK Jaipuria & Sons (HUF).

437.50 125.00 587.50 12.50

Loan from Clix Capital Services Private Limited carrying rate of interest 10.90%. This loan is repayable as follows: Two instalments of Rs. 42.5 each in October 17 and January 18, Four instalments of Rs. 53.12 each in April 18, July 18, October 18 and January 19, Four instalments of Rs. 63.75 each in April 19, July 19, October 19 and January 20, and Four instalments of Rs. 74.38 each in April 20, July 20, October 20 and January 21.

- 223.13 297.50 255.00


current current

Non-current

current


financial statem

ents




Loan from Clix Capital Services Private Limited carrying rate of interest 11.25%. This loan is repayable as follows: Two instalments of Rs. 32.5 each in May 18 and August 18, Four instalments of Rs. 40.63 each in Novemeber 18, February 19, May 19 and August 19, Four instalments of Rs. 48.75 each in Novemeber 19, February 20, May 20 and August 20, and Four instalments of Rs. 56.87 each in Novemeber 20, February 21, May 21 and August 21. Term Loans from Clix Sapital Services Private Limited is secured by :

a) subservient charge on all current asset and Movable fixed assets.

b) Pledge of Unquoted Equity Shares as held by the company of one of the subsidiary company .

c) Personal guarantee of one of the Directors of the company and its concern.

65.00 211.25 325.00 178.75

Loan from Axis Finance Limited carrying rate of interest 9.80%. This loan is repayable in 12 Quarterly instalments of Rs.83.33 starting from June 19 to March 2022.





331.07 333.33 662.05 333.33

Loan from Axis Finance Limited carrying rate of interest 9.75%. This loan is repayable in 12 Quarterly instalments of Rs.25 starting from September 19 to June 2022.





122.59 100.00 220.29 75.00

Loan from Hero Fincorp Limited carrying rate of interest 13.50%. This loan is repayable in bullet at the end of Tenor i.e. September 2022.


a) subservient charge on the entire asset of the company.



1,000.00 - - -


current current

Non-current

current





Loan from Hero Fincorp Limited carrying rate of interest 13.50%. This loan is repayable in bullet at the end of Tenor i.e. November 2020.


a) subservient charge on the entire assets of the company.



- 1,000.00 - -

total (d) 4,369.28 2,751.64 5,209.03 1,908.71

compulsorily convertible preference shares (unsecured)2.25 million redeemable preference shares were issued during the year 2017-2018 as fully paid with a par value of Rs. 10. The redeemable preference shares are mandatorily redeemable at par and Devyani International Limited is obliged to pay holders of these shares dividends at the rate of 8 % of the par amount per annum, subject to availability of distributable profits .The preference shares are redeemable at the end of 5 years from the date of issue and maturity period has been extended by another term of five years for certain number of preference shares.

47.91 59.68 104.30 -

total (e) 47.91 59.68 104.30 -

Loan from body corporate/others (unsecured) The unsecured term loan was taken from Chellarams Plc during the period 31 March 2010 to 31 March 2017.

The interest rate applicable is 5% p.a. (previous year : 5% p.a)

465.39 248.08 365.75 197.69

Loans taken by Devyani Food Industries (Kenya) Ltd. from Sameer ICT Limited carrying rate of interest LIBOR +3.5% payable on quarterly basis Further the facility is repayable over a period of two years from the date of full repayment of borrowing facilities taken from NCBA Bank Kenya PLC.

- - 401.47 -

Loan taken by SVS India (P) Limited From Akshay Jindal carrying rate of interest 12%

0.80 - 0.80 -

Loan taken by Diagno Labs India Private Limited from Sky Drive Consultants Pvt. Ltd. Carrying rate of interest 29.15% repayble 62 monthly installments as per the terms of the agreemnt. During the year ended 31 March 2020 the Holding Company divested its entire stake in Diagno Labs India Private Limited.

- - 1.36 -

Loan taken by Varun Developers (P) Limited from Arctic International Nepal Pvt. Ltd. Carrying rate of interest 29.15% repayble 62 monthly installments as per the terms of the agreemnt

0.67 - 2.17 -

total (f) 466.86 248.08 771.56 197.69

deferred value added tax (unsecured) Deferred value added tax and deferred excise relating to Varun Beverages (Zambia) Limited will be repayable within one year. These are interest free loan.

- 35.78 55.97 50.07

total (g) - 35.78 55.97 50.07 total (a+B+c+d+e+f+g) 36,930.78 11,071.60 37,879.54 9,162.09


current current

Non-current

current


financial statem

ents




22f repayment terms:

s. No. description 31 March 2020 31 March 2019repayment terms Non-

current current

Non-current

current

a) Loans carrying weighted average rate of interest 8.22% (31 March 2019: 8.5%) depending upon tenure of the loans.

1 Term loan - 1 57.68 114.60 372.05 85.95 Two instalments of ` 57.30 each due in May 2020 and June 2020 and one instalment of ` 57.84 due in May 2021.

2 Term loan - 2 700.00 350.00 1,050.00 350.00

Two instalments of ` 175 each due in May 2020 and June 2020, two instalments of ` 175 each due in May 2021 and June 2021, two instalments of ` 175 each due in May 2022 and June 2022.

3 Term loan - 3 750.00 240.00 990.00 210.00

Three instalments of `80.00 each due in May 2020, June 2020 and July 2020, three instalments of ̀ 80.00 each due in May 2021, June 2021 and July 2021, three instalments of ` 90.00 each due in May 2022, June 2022 and July 2022 and an installment of ` 90.00 due in May 2023 and of ` 150.00 due in June 2023.

4 Term loan - 4 996.94 - 995.46 -

Two instalments of ` 150 due in May 2021 and ` 250 due in June 2021 and two instalments of ` 300 each due in May 2022 and June 2022.

5 Term loan - 5 499.33 50.00 548.95 -

One instalment of ` 50 due in June 2020, two instalments of ` 125 each due in May 2021 and June 2021 and two instalments of ` 125 each due in May 2022 and June 2022.

6 Term loan - 6 300.00 300.00 600.00 260.00 Two instalments of ` 150 each due in May 2020 and June 2020 and two instalments of ` 150 each due in May 2021 and June 2021.

7 Term loan - 7 1,178.51 392.82 1,567.75 200.00

Two instalments of ` 196.41 each due in May 2020 and June 2020, two instalments of ` 294.63 each due in May 2021 and June 2021 and two instalments of ` 294.63 each due in May 2022 and June 2022.

8 Term loan - 8 395.00 150.00 545.00 140.00

Two instalments of `75.00 each due in June 2020 and July 2020, two instalments of ` 75.00 each due in May 2021 and June 2021, two instalments of ` 80.00 each due in June 2020 and July 2022 and one instalment of ` 85.00 due in May 2023.

9 Term loan - 9 581.36 - 581.36 -

Two instalments of ` 76.96 millions due in May 2021 and of ` 183.31millions due in June 2021 instalment of ` 183.31 due in May 2022 and ` 137.78 due in June 2022.

10 Term loan - 10 217.50 115.90 333.40 101.40

Two instalments of ` 57.95 each due in May 2020 and June 2020, two instalments of ` 57.95 each due in May 2021 and June 2021 and instalment of ` 57.95 due in May 2022 and ` 43.65 due in June 2022.





11 Term loan - 11 666.80 166.60 833.40 125.00

Two instalments of ` 83.30 each due in May 2020 and June 2020, two instalments of ` 111.10 each due in May 2021 and June 2021, two instalments of ` 111.10 each due in May 2022 and June 2022 and two instalments of ` 111.10 due in May 2023 of ` 111.30 and June 2023

12 Term loan - 12 150.00 150.00 300.00 100.00 Two instalments of ` 75 each due in April 2020 and May 2020 and two instalments of ` 75 each due in April 2021 and May 2021.

13 Term loan - 13 536.18 297.88 834.06 297.88

Two instalments of ` 148.94 each due in May 2020 and June 2020, two instalments of ` 148.94 each due in May 2021 and June 2021 and two instalments of ` 119.15 each due in May 2022 and June 2022.

14 Term loan - 14 - - 300.00 100.00

The loan was originally repayable in two instalments of ` 50 each due in May 2020 and June 2020, two instalments of ` 50 each due in May 2021 and June 2021 and one instalment of ` 50 due in May 2022.The outstanding amount of ` 400 was repaid during the year.

15 Term loan - 15 - - 320.00 80.00

The loan was originally repayable in two instalments of ` 40 each due in May 2020 and June 2020, two instalments of ` 40 each due in May 2021 and June 2021, two instalments of ` 40 each due in May 2022 and June 2022 and two instalments of ` 40 each due in May 2023 and June 2023. The outstanding amount of ` 400 was repaid during the year.

16 Term loan - 16 600.00 200.00 800.00 100.00

Two instalments of ` 100 each due in May 2020 and June 2020, two instalments of ` 150 each due in May 2021 and June 2021 and two instalments of ` 150 each due in May 2022 and June 2022.

17 Term loan - 17 - - 1,300.00 325.00

The loan was originally repayable in two instalments of ` 162.50 each due in June 2019 and July 2019, two instalments of `162.50 each due in June 2020 and July 2020, two instalments of ` 162.5 each due in June 2021 and July 2021, two instalments of ` 162.50 each due in June 2022 and July 2022 and two instalments of ` 162.50 each due in June 2023 and July 2023. The outstanding amount of ` 1,625 was repaid during the year.


current current

Non-current

current


financial statem

ents




18 Term loan - 18 350.00 100.00 450.00 50.00

Two instalments of ` 50 each due in May 2020 and June 2020, two instalments of ` 50 each due in May 2021 and June 2021, two instalments of ` 50 each due in May 2022 and June 2022 and two instalments of ` 75 each due in May 2023 and June 2023.

19 Term loan - 19 1,499.72 500.00 1,999.56 500.00

Two instalments of ̀ 250.00 each due in May 2020 and June 2020, two instalments of ` 250.00 each due in May 2021 and June 2021, two instalments of ` 250.00 each due in May 2022 and June 2022 and two instalments of ` 250.00 each due in May 2023 and June 2023.

20 Term loan - 20 628.21 193.30 816.48 150.00

One instalment of `193.30 due in May 2020, one instalment of ` 193.30 due in May 2021, one instalment of ` 193.30 due in May 2022 and one instalment of ` 241.62 due in May 2023.

21 Term loan - 21 - - 800.00 200.00

The loan was originally repayable in two instalments of ` 100.00 each due in June 2019 and July 2019, two instalments of `100.00 each due in June 2020 and July 2020, two instalments of ` 100.00 each due in June 2021 and July 2021, two instalments of ` 100.00 each due in June 2020 and July 2022 and two instalments of ` 100.00 due in June 2023 and July 2023. The outstanding amount of ` 1,000 was repaid during the year.

22 Term loan - 22 - - 500.00 -

The loan was originally repayable in two instalments of ` 41.67 each due in June 2020 and July 2020, two instalments of `41.67 each due in June 2021 and July 2021, two instalments of ` 41.67 each due in June 2022 and July 2022, two instalments of ` 41.67 each due in June 2023 and July 2023 two instalments of ` 41.66 due in June 2024 and July 2024 and two instalments of ` 41.66 due in June 2025 and July 2025.The outstanding amount of ` 500 was repaid during the year.

23 Term loan - 23 1,594.97 400.00 - -

Two instalments of ̀ 200.00 each due in May 2020 and June 2020, two instalments of ` 200.00 each due in May 2021 and June 2021, two instalments of ` 300.00 each due in May 2022 and June 2022 and two instalments of ` 300.00 each due in May 2023 and June 2023.


current current

Non-current

current





24 Term loan - 24 850.00 150.00 - -

Two instalments of ` 75.00 each due in May 2020 and June 2020, two instalments of ` 75.00 each due in May 2021 and June 2021, two instalments of ` 75.00 each due in May 2022 and June 2022 ,two instalments of ` 75.00 each due in May 2023 and June 2023, two instalments of ` 100.00 each due in May 2024 and June 2024 and two instalments of ` 100.00 each due in May 2025 and June 2025.

25 Term loan - 25 1,457.61 291.60 - -

Two instalments of ` 145.80 each due in June 2020 and July 2020, two instalments of ` 145.80 each due in June 2021 and July 2021, two instalments of ` 145.80 each due in June 2022 and July 2022, two instalments of ` 145.80 each due in June 2023 and July 2023, two instalments of ` 145.90 each due in June 2024 and July 2024 and two instalments of ` 145.90 each due in June 2025 and July 2025.

26 Term loan - 26 1,495.71 - - -

Two instalments of ` 375.00 each due in May 2022 and June 2022 and two instalments of ` 375.00 each due in May 2023 and June 2023.

27 Term loan - 27 2,495.30 500.00 - -

Two instalments of ̀ 250.00 each due in May 2020 and June 2020, two instalments of ` 250.00 each due in May 2021 and June 2021, two instalments of ` 250.00 each due in May 2022 and June 2022 ,two instalments of ` 250.00 each due in May 2023 and June 2023, two instalments of ` 250.00 each due in May 2024 and June 2024 and two instalments of ` 250.00 each due in May 2025 and June 2025.

28 Term loan - 28 895.14 100.00 - -

Two instalments of ` 50.00 each due in May 2020 and June 2020, two instalments of ` 50.00 each due in May 2021 and June 2021, two instalments of ` 100.00 each due in May 2022 and June 2022, two instalments of ` 100.00 each due in May 2023 and June 2023, two instalments of ` 100.00 each due in May 2024 and June 2024 and two instalments of ` 100.00 each due in May 2025 and June 2025.

29 Term loan - 29 1,000.00 - - -

Three instalments of ` 166.70 each due in May 2021,June 2021 and July 2021,and Three instalments of ` 166.70 each due in May 2022, June 2022 and July 2022.

total (22f (a)) 19,895.96 4,762.70 16,837.47 3,375.23


current current

Non-current

current


financial statem

ents




b) Loans of Varun Beverages (Zimbabwe) (Private) Limited, carry rate of interest of LiBor + 2.5% to 3% (31 March 2018: 5.26% to 6.76% ):

1 Term loan - 1 300.85 301.54 553.26 268.97

Balance amount as at 31 March 2020 is repayable in 8 quarterly instalments of Zimbabwe Dollar ("ZWL") 24.97 million each (equivalent instalment of USD 1 million each).

2 Term loan - 2 284.78 392.23 529.33 302.30

Balance amount as at 31 March 2020 is repayable in 7 quarterly instalments of ZWL 32.07 Million each (equivalent instalment of USD 1.28 million each).

total (22f (b)) 585.63 693.77 1,082.59 571.27 c) Loans from banks at Varun Beverages Lanka (Private) Limited carry rate of interest of Nil (31 March 2019: 13%)

1 Term Loan - 1 - - 0.88 0.64

The outstanding amount of ` 1.52 were repaid during the year.

total (22f (c)) - - 0.88 0.64 d) Loans from banks at Varun Beverages (Nepal) Private Limited carry rate of interest of Nil (31 March 2019: 8.80%)

1 Term Loan - 1 -

- 132.36 117.08

The loan was originally repayable in six instalments of NPR 62.50 million each during April-June 2019 and April-June 2020 and one instalment of NPR 25.00 million in April 2021. The outstanding amount of ` 249.44 were repaid during the year.

total (22f (d)) - - 132.36 117.08 grand total 22f (a+b+c+d)

20,481.59 5,456.47 18,053.30 4,064.22

22g. deferred payment liabilities (secured)

description Loan outstanding Loan outstanding31 March 2020 31 March 2019

Non-current

current Non-

current current

(i) Plant and equipment acquired under deferred payment termsThe payments were secured against a letter of credit issued by the Company's banker. The outstanding amount of `70.94 was repaid during the year.

- - - 70.94

total - - - 70.94

22H.term & condition for short term loans

Particular & term of repayment security & guarantee as at

31 March 2020 as at

31 March 2019IDFC Bank :-

Tenure of 6 months from the date of drawdown. Rate of interest 10.50%

(i) Subservient charge on current assets and movable fixed assets of the company.

(ii) Corporate guarantee of R J Corp Limited.

(iii) Personal guarantees of Mr. Ravi Kant Jaipuria.

350.00 -


current current

Non-current

current





Induslnd Bank :-

Tenure of 6 months from the date of drawdown. Rate of interest 10.75%

(i) Second pari passu charge on the entire movable fixed assets with the other working capital lenders (excluding assets exclusively charged to other lender).

(ii) Second pari passu charge on the entire immovable fixed assets with the other working capital lenders.

(iii) Corporate Guarantee of R J Corp Limited.

50.00 -

NCBA Bank Kenya PLC :-

Tenure of 5 years and 6 months. Rate of interest 13.00%

First ranking charge over all assets of the borrower. 331.00 -

total 731.00 -

23. other non-current financial liabilities

as at 31.03.2020

as at 31.03.2019

Deferred revenue on government grant 9.65 45.40 Security deposit 1,100.12 1,015.85 Derivatives (interest rate swap) 13.98 5.36 Other deposit 4.71 4.41

1,128.46 1,071.02

24. other non-current liabilities

as at 31.03.2020

as at 31.03.2019

Non-current Deferred income 10.49 6.90 Provision for contingent liability (Net of tax paid under protest) 380.27 23.42 Other Payable 8.08 6.88 Lease equalisation reserve - 488.18

398.84 525.38

25. Provisions

as at 31.03.2020

as at 31.03.2019

Non-current Defined benefit liability (net) (refer note 41) 1,495.63 1,004.71 Other long term employee obligations 547.01 442.77

2,042.64 1,447.48 current Defined benefit liability (net) (refer note 41) 122.81 70.98 Other long term employee obligations 226.42 190.16

349.23 261.14

Particular & term of repayment security & guarantee as at

31 March 2020 as at

31 March 2019


financial statem

ents




26. trade payables

as at 31.03.2020

as at 31.03.2019

total outstanding dues of- Micro and small enterprises (refer note 48) 70.15 27.65 Others 9,729.07 7,802.43

9,799.22 7,830.08

27. other current financial liabilities

as at 31.03.2020

as at 31.03.2019

Current maturities of long-term debts (Refer note 22E) 11,071.60 9,162.09 Interest accrued but not due on borrowings 340.05 379.62 Interest accrued and due on borrowings - 28.11 Current portion of deferred payment liabilities (Refer note 22G) - 70.94 Employee related payables 615.09 436.73 Unpaid dividends 3.52 4.61 Security deposits 3,523.80 3,394.58 Liability for foreign currency derivative contract 194.37 88.08 Deferred revenue on government grant 201.70 173.81 Retention money payable 4.23 5.38 Other payables 149.59 168.70 Capital creditors 1,715.61 1,592.64 Insurance claim receivable(advance against restoration expenses) 140.75 145.04

17,960.31 15,650.33

28. other current liabilities

as at 31.03.2020

as at 31.03.2019

Advances from customers 847.54 852.87 Statutory dues payables 1,726.05 2,180.89 Advance discount received 27.27 3.81 Deferred revenue 1,723.28 1,630.64 Other payable 1.48 6.97

4,325.62 4,675.18

29 current tax liabilities (net)

as at 31.03.2020

as at 31.03.2019

Provision for tax, net of prepaid taxes 38.32 144.30 38.32 144.30

30. revenue from operations

for the year ended 31.03.2020


revenue from operations (gross) Sale of products (inclusive of excise duty) 100,093.33 76,011.57 Sale of services 1,108.17 1,296.48 Other operating revenue 1,410.06 1,403.91

102,611.56 78,711.96





31. other income



interest income on items at amortised cost: -bank deposits 43.95 23.36 -Compulsary convertible debentures 72.00 72.00 -others 348.66 510.00 Net gain on foreign currency transactions and translations - 46.35 Profit on sale of current investments and financial assets (refer note 55G)

2,130.23 0.48

Excess provisions written back 228.57 108.24 Dividend income from non-current investment 1.55 0.35 Gain on acquisition of control over existing associate 158.11 - Profit on sale of property, plant & equipment (net) - 0.42 Profit on dilution of control in subsidiary (refer note 55F) 1,163.93 - Rental income 219.80 138.85 Gain on net investment in finance lease 18.76 - Profit on disposal of Investment in JV Company - 976.50 Gain on derecognition of financial instruments 59.65 - Miscellaneous 271.28 143.11

4,716.49 2,019.66

32. cost of materials consumed



raw material and packing material consumed Inventories at beginning of the reporting period/year 4,748.69 4,131.46 Acquired on acquisition of control over existing associate 50.57 - Purchases during the reporting year (net) 46,203.66 30,804.64

51,002.92 34,936.10 Sold during the reporting year 2,636.97 1,002.41 Inventories at end of the reporting year 7,369.97 4,748.69

40,995.98 29,185.00

33. Purchases of traded goods



Traded Goods 3,868.57 3,247.62 Others 282.09 131.65

4,150.66 3,379.27

34. changes in inventories of traded goods



as at the beginning of the reporting year Finished/Traded goods 2,225.85 2,394.69 Intermediate goods 1,213.41 1,043.49 Work in progress 1,119.01 1,063.13

4,558.27 4,501.31 adjustment of dilution / acquistion


financial statem

ents




Finished/Traded goods 16.46 (70.70) Work in progress 7.35 -

23.81 (70.70) as at the closing of the reporting year Finished/Traded goods 3,740.42 2,211.41 Intermediate goods 1,409.56 1,227.86 Work in progress 1,044.11 1,119.01

6,194.09 4,558.28 finished goods used as fixed assets (207.74) (243.51)

(1,819.75) (229.78)

35. employee benefits expense



Salaries and wages 12,348.83 9,498.27 Contribution to provident and other funds 675.83 571.43 Employee stock option scheme expenses - 2.52 Staff welfare expenses 445.20 323.91

13,469.86 10,396.13

36. finance costs



interest on items at amortised cost: -Term loans 5,011.05 3,416.31 -Working capital facilities 543.50 402.87 -Compulasary convertible debentures 132.58 210.75 -Non-convertible debentures - 56.96 -Compulasary convertible preference shares - 379.46 -Lease liabilities 1,234.92 - - Others 507.62 458.07 Exchange difference regarded as an adjustment to borrowing cost 185.45 73.78 other ancillary borrowing costs: - Processing fees 61.80 65.14

7,676.92 5,063.34

37. depreciation and amortisation expense



Depreciation on property, plant and equipment (refer note 4A) 6,914.31 5,382.61 Depreciation on right of use (refer note 4B) 1,679.55 - Depreciation on investment property (refer note 4C) 52.73 - Amortisation of intangible assets (refer note 5A) 145.05 125.60

8,791.64 5,508.21







37a. impairment of non-financial assets



(Reversal)/impairment on property, plant and equipment (refer note 4A)

(50.34) 200.48

Impairment on right-of-use assets (refer note 4B) 82.86 - Impairment on investment properties (refer note 4C) 0.77 - (Reversal)/impairment of other intangible assets (refer note 5B) (6.48) 11.07 Impairment of goodwill (refer note 5C) 11.96 54.33

38.77 265.87

38. other expenses



Power and fuel 4,471.62 3,243.54 Repairs to plant and equipment 1,613.87 1,265.03 Repairs to buildings 511.96 399.67 Other repairs 818.44 514.95 Consumption of stores and spares 1,192.02 937.53 Rent (Refer note 47) 1,420.78 3,330.65 Rates and taxes 252.53 160.79 Insurance 122.88 82.04 Printing and stationery 108.43 81.77 Communication 209.97 218.59 Travelling and conveyance 981.49 828.48 Directors' sitting fee 10.42 9.93 Payment to the auditors as Audit and reviews 38.19 35.59 Taxation matters 2.58 1.46 Other matters 2.57 3.63 Reimbursement of expenses 1.50 2.62 Vehicle running and maintenance 252.80 258.34 Lease and hire 206.18 127.43 Security and service charges 624.67 393.33 Professional and consultancy 745.36 390.57 Bank charges 208.57 174.74 Advertisement and sales promotion 2,501.34 2,390.87 Meeting and conference 102.82 26.02 Franchisee Collection Fees 53.22 53.72 Commission Expense 0.82 13.60 Credit card commission and cash pickup charges 517.90 115.60 Royalty paid 962.83 1,010.99 Freight, octroi and insurance paid (net) 5,604.36 3,945.83 Delivery vehicle running and maintenance 937.45 607.42 Distribution expenses 341.56 340.03 Loading and unloading charges 378.25 292.65 Property, plant and equipment written off - 166.51 Intangible assets written off - 11.86 Loss on disposal of property, plant and equipment (net) 166.52 92.35 Loss on remeasurment of equity/derivative instruments at FVTPL 11.08 7.03 Bad debts and advances written off 2.80 110.29


financial statem

ents






Allowance for doubtful debts 212.36 100.14 Corporate Social Responsibility expenditure 58.19 48.23 Net loss on foreign currency transactions and translations 554.01 1,661.39 Provision for doubtful advances 19.70 56.07 Transplant Expenses Paid 0.98 0.85 Medical & chemical expenses 1.12 1.20 Other operating expenses 207.15 263.46 Impairment of loan to associate (refer note 52A) 989.78 - General office and other miscellaneous 568.70 266.20

27,989.77 24,043.00

38a. exceptional items



Provision for impairment loss of property, plant and equipment (refer note 4A)

665.29 -

Relocation cost and travelling expenses 4.89 - Loss on disposal of Property, plant and equipment/Capital Advance - 19.13 Gain on termination of lease # (345.78) -

324.40 19.13

#During the year ended 31 March 2020, one of the subsidiary of the Devyani International Limited has booked a gain of

INR 345.78 on account of termination of a significant lease.

38B. other comprehensive income (oci)



retained earnings Re-measurement losses on defined benefit plans (58.41) (44.79) Re-measurement of equity instrument at fair value (2,573.23) 1,259.71 Tax impact on re-measurement losses on defined benefit plans 398.42 (45.52) Exchange differences arising on translation of foreign operations 414.25 117.38 Tax impact on exchange differences arising on translation of foreign operations

(0.23) 10.61

(1,819.20) 1,297.39 capital reserve 344.43 - Gain from a bargain purchase (refer note 55D) 344.43 -

(1,474.77) 1,297.39

39. income tax

(a) amounts recognised in the statement of Profit and Loss comprises:



current tax:Current tax 1,143.10 1,212.80

1,143.10 1,212.80 deferred tax expense:Attributable to Origination and reversal of temporary differences 182.73 72.43

1,325.83 1,285.23





(b) income tax recognised in other comprehensive income



Income tax relating to remeasurement of equity instrument at fair value (380.59) 30.58 Income tax relating to remeasurement of defined benefit plans (17.83) 14.94 Income tax relating to exchange difference in translating financial statements of foreign operations

0.23 (10.61)

(398.19) 34.91

(c) reconciliation of tax expense between accounting profit at applicable tax rate and effective tax rate:



Profit/(Loss) before tax 4,490.30 1,948.89 Tax using the Company's domestic tax rate (25.168%) (31 March 2019: 22.88%)

1,130.12 445.91

effect of :Change in unrecognised temporary differences 111.20 45.87 Unrecognised tax losses 99.74 418.10 Unrecognised capital losses (48.78) - Rate change impact on deferred tax * (357.10) 78.09 Tax rate differential for taxes provided in subsidiaries 954.73 635.82 Income tax pertaining to previous years 19.50 20.58 Non deductible expenses/Non Taxable Income (net) 24.10 1.96 Deduction claimed u/s 80 IE of Income-tax Act, 1961 at Holding Company

(268.53) (275.24)

Effect of deferred tax on liabilities under business combinations - 7.67 Effect of deferred tax on capital gain on assets classified as assets held for sale in Parent Company

- (59.14)

Impact of reversal of deferred tax on exempted manufacturing unit (31.74) - Tax impact of dividend distributed by a subsidiary taxable in hands of Holding Company

35.34 25.43

Others (342.74) (59.82)income tax expense at effective tax rate reported in the statement of Profit and Loss

1,325.83 1,285.24


* Represents the change in enacted tax rate as on the reporting date.

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40 composition of the group

These consolidated financial statements include the respective financial statements of RJ Corp Limited (the ‘Parent

Company’ or the ‘Holding Company’), its subsidiaries and the results of operations of its associates as listed below.

Name of subsidiary/ step subsidiarycountry of

incorporation and principal

place of business

Proportion of ownership interests held by the group at

year endas at

31 March 2020as at

31 March 2019 Wellness Holdings Limited UAE 100.00% 100.00% arctic international Pvt. Ltd. ("aiPL") Mauritius 100.00% 100.00% Varun Food & Beverages (Zambia) Ltd. (Subsidiary of "AIPL") Zambia 100.00% 100.00% Varun Developers Pvt. Ltd. (Subsidiary of "AIPL") Nepal 100.00% 100.00% devyani food industries Ltd. ("dfiL") India 99.92% 99.92% Accor Developers (Private) Ltd. ("ADPL")(Subsidiary of "DFIL") Sri Lanka 99.94% 99.94% Devyani Food Industries (Kenya) Ltd. Kenya 99.92% 62.45% Ole Marketing Private Ltd (Subsidiary of "ADPL") Sri Lanka 66.67% 66.67% devyani international Ltd. ("diL") India 76.40% 76.40% Devyani International (Nepal) Private Limited (Subsidiary of "DIL") Nepal 76.40% 76.40% Devyani Food Street Private Limited (Subsidiary of "DIL") India 76.40% 76.40% RV Enterprizes Pte. Limited ("RVPEL") (Subsidiary of "DIL") Singapore 66.47% 66.47% Devyani International (Nigeria) Limited (Subsidiary of "RVEPL") Nigeria 52.34% 52.34% Devyani Airport Services (Mumbai) Private Limited (Subsidiary of "DIL")

India 38.96% 38.96%

Devyani International (UK) PVT Ltd (Subsidiary of "DIL") UK 76.40% 76.40% cryoviva Biotech Pvt Ltd ("cBPL") India 87.46% 87.46% Cryoviva Banglasdesh Private Limited (Subsidiary of "CBPL") Bangladesh 67.34% 67.34% Varun Beverages Limited ("VBL") India 27.69% 30.56% Varun Beverages (Nepal) Private Limited (Subsidiary of "VBL") Nepal 27.69% 30.56% Varun Beverages Lanka (Private) Limited ("VB Lanka")(Subsidiary of "VBL")

Sri Lanka 27.69% 30.56%

Varun Beverages Morroco SA (Subsidiary of "VBL") Morocco 27.69% 30.56% Ole Spring Bottlers (Private) Limited (Subsidiary of "VB Lanka") Sri Lanka 27.69% 30.56% Varun Beverages (Botswana) (Prorietary) Limited (Subsidiary of "VBL")^

Botswana NA 27.50%

Varun Beverages (Zambia) Limited (Subsidiary of "VBL") Zambia 24.92% 27.50% Varun Beverages (Zimbabwe) Private Limited (Subsidiary of "VBL") Zimbabwe 23.54% 25.98% Angelica Technologies Private Limited ("ATPL") (Subsidiary of "VBL")*

India NA 14.45%

Lunarmech Technologies Private Limited (Subsidiary of "ATPL")* India 15.23% 16.81% accorbev (telangana) Private Limited India 100.00% 100.00% sVs india Private Limited India 72.00% 72.00% diagno Labs Private Limited** India NA 99.97% Modern Montessori international (india) Pvt Ltd India 50.20% 50.20% alisha retail Private Limited** India NA 99.95% cryoviva international Pte Ltd ("ciPL") Singapore 56.00% 56.00%Cryoviva Singapore Pte Ltd (Subsidiary of "CIPL") Singapore 47.65% 47.65%


financial statem

ents




Name of associates/Joint Venture

country of incorporation and principal

place of business

Proportion of ownership interests held by the group

at year endas at

31 March 2020

as at 31 March

2019 Africare Limited Kenya 27.50% 27.50% Lineage Healthcare Limited*** India NA 49.80% Parkview City Limited India 38.00% 38.00% Agarwal Cold Drinks Pvt.Ltd.^ India NA 25.00% Capital Infracon Private Limited India 49.50% 49.50% Ratnakar Foods & Beverages Pvt. Ltd.^ India NA 50.00% Angelica Technologies Private Limited ("ATPL")(Associate of "VBL")* India NA 14.45% Lunarmech Technologies Private Limited (Subsidiary of "ATPL")* India NA 10.70% Cryoviva Thailand Pvt Ltd(Associate of "AIPL") Thailand 50.00% 50.00% Iclinic Healthcare Private Limited (Associate of Diagno Labs Pvt. Ltd.) # India NA 37.13% The Minor Food Group (India) Private Limited (JV of "DIL") India 22.92% 22.92%

^ Varun Beverages (Botswana) (Proprietary) Limited ceases to be subsidiary of VBL Zambia w.e.f 11 March 2020

* Lunarmech Technologies Private Limited (subsidiary of Angelica Technologies Private Limited) became subsidiary of

Varun Beverages Limited “VBL” on account of increase in stake from 35% to 55%, post which the VBL has acquired



**Diagno Labs Private Limited and Alisha Retail Private Limited ceases to be subsidiary of the Holding Company with

effect from 28 March 2020 and 20 February 2020.

***Lineage Healthcare Limited ceases to be an accociate of the Holding Company with effect from 12 March 2020.

# Iclinic Healthcare Private Limited ceases to be an accociate of Holding Company with effect from 28 March 2020

41 gratuity and other post-employment benefit plans

gratuity:

The Group has a defined benefit gratuity plan governed by the Payments of Gratuity Act, 1972. Every employee who has

completed five years or more of services is eligible for gratuity on separation at 15 days salary (last drawn salary) for

each completed year of service. The Group makes a provision of unfunded liability based on actuarial valuation in the

Balance Sheet as part of employee cost.

The following tables summaries the components of net benefit expense recognized in the Statement of Profit and Loss

and the funded status and amounts recognized in the balance sheet:

gratuity31 March 2020 31 March 2019

changes in present value are as follows: Balance at the beginning of the year 1,148.93 955.06 Acquired on business combination 294.35 9.90 Current service cost 201.89 138.13 Adjustment on account of acquisition/(disposal) (13.15) - Interest cost 98.62 71.82 Benefits settled (39.73) (68.07)Exchange differences on transition (0.64) (2.39)Actuarial loss/(gain) 21.89 44.49 Balance at the end of the year 1,712.16 1,148.93






change in fair value of plan assets are as follows:Plan assets at the beginning of the year, at fair value 72.97 91.26 Expected income on plan assets 4.54 6.32 Fund Charges (0.12) (0.12)Actuarial gain/(loss) (0.17) (0.53)Contributions by employer 57.07 11.84 Benefits settled (40.56) (35.80)Plan assets at the end of the year, at fair value 93.72 72.97


reconciliation of present value of the obligation and the fair value of the plan assets:Present value of obligation 1,712.16 1,148.93 Fair value of plan assets (93.72) (72.97)Net liability recognised in the Balance sheet 1,618.44 1,075.97


amount recognised in statement of Profit and Loss:Current/Past service cost 201.89 138.13 Interest expense 98.62 71.82 Expected return on plan assets 4.54 6.32 Net cost recognised 305.05 216.26


amount recognised in other comprehensive income:Actuarial changes arising from changes in financial assumptions 78.35 8.26 Actuarial changes arising from changes in demographic assumptions (81.27) 4.49 Experience adjustments 61.16 31.51 Return on plan assets 0.17 0.53 amount recognised 58.41 44.79


assumptions used:

MortalityIALM (2012-14)


ultimateDiscount rate 5-14.00% 6.52-14.00%Withdrawal rate 1-11% 3-11%Salary increase 6-12% 6-12%Rate of return on plan assets 7.36-7.65% 7.29-7.55%Rate of availing leave in the long run - - Retirement age (Years) 55-70 years 55-65 years


financial statem

ents




a quantitative sensitivity analysis for significant assumption as at 31 March 2019 is as shown below:

sensitivity level gratuity31 March 2020 31 March 2019 31 March 2020 31 March 2019

Discount rate +1% +1% (108.36) (66.64)-1% -1% 123.37 75.06

Salary increase +1% +1% 117.36 71.37 -1% -1% (105.51) (64.83)

Withdrawal rate +1% +1% (30.01) (61.95)-1% -1% 33.12 107.95

The sensitivity analysis above has been determined based on reasonably possible changes of the assumptions occurring

at the end of the reporting period, while holding all other assumptions constant.

risk associated:

Investment riskThe present value of the defined benefit plan liability is calculated using a discount rate determined by reference to Government Bonds Yield. If plan liability is funded and return on plan assets is below this rate, it will create a plan deficit.

Interest risk (discount rate risk) A decrease in the bond interest rate (discount rate) will increase the plan liability.

Mortality risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants. For this report we have used Indian Assured Lives Mortality (2006-08) ultimate table. A change in mortality rate will have a bearing on the plan's liability.

Salary risk

The present value of the defined benefit plan liability is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.

defined contribution plan:

Contribution to defined contribution plans, recognised as expense for the year is as under:

31 March 2020 31 March 2019 Employer’s contribution to provident and other funds 675.83 571.43

31 March 2020 31 March 2019 The Group has not accounted gratuity based on the acturial valuation as prescribed under Indian Accounting standard 19- ‘Employee Benefits’ for some of its subsidiaries, considering the size of business and number of employees. Provision for gratuity has been accounted on accrual basis, based on the last drawn salary of each employee and has the following amounts:

1.50 2.68





42 earnings per share (ePs)

as at 31 March 2020

as at 31 March 2019

Profit/(Loss) attributable to the equity shareholders 292.57 (939.12)Weighted average number of equity shares outstanding during the year for calculating basic earning per share (nos.)

214,580 193,778

Weighted average number of equity shares for calculation of diluted earnings per share (nos.)

214,580 193,778

Nominal value per equity shares (`) 10.00 10.00 Basic earnings per share (`) 1,363.45 (4,846.36)Diluted earnings per share (`) 1,363.45 (4,846.36)

The diluted earnings per share do not include the potential impact of conversion of the compulsorily convertible

preference shares and debentures, since the conversion is dependent on future events which are currently uncertain.

Accordingly the potential dilutive equity shares have not been considered for determining earnings per share attributable

to shareholders.

43 contingent liabilities and commitments

as at 31 March 2020

as at 31 March 2019

a. Guarantees issued on behalf of companies 1,066.30 445.65 b. Claims against the Company not acknowledged as debts (being contested):-

i Goods and service tax 0.31 - ii For excise and service tax 425.91 713.80 iii For sales tax / entry tax 1,243.78 551.68 iv For income tax 1,224.36 561.05 v Others* 461.32 348.12

*excludes pending matters where amount of liability is not ascertainable.

44 capital commitments

as at 31 March 2020

as at 31 March 2019

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

3,554.31 999.59

45 Pursuant to transfer pricing legislations under the Income-tax Act, 1961, the Group is required to use specified methods

for computing arm’s length price in relation to specified international and domestic transactions with its associated

enterprises. Further, the Group is required to maintain prescribed information and documents in relation to such

transactions. The appropriate method to be adopted will depend on the nature of transactions/ class of transactions, class

of associated persons, functions performed and other factors, which have been prescribed. The Group is in the process

of updating its transfer pricing documentation for the current financial year. Based on the preliminary assessment, the

management is of the view that the update would not have a material impact on the tax expense recorded in these

financial statements. Accordingly, these financial statements do not include any adjustments for the transfer pricing

implications, if any.


financial statem

ents


46 related party transactions

Following are the related parties and transactions entered with related parties for the relevant financial year:

a List of related parties and relationships:-

i. ultimate controlling party

R.K. Jaipuria & Sons HUF

ii. key Management Personnel

Mr. Varun Jaipuria Director

Mr. Raj P. Gandhi Director

Ms. Rashmi Dhariwal Director

Mr. Girish Ahuja Director

Mr. Ravi Kant Jaipuria Director

Mr. Lalit Singh CFO

Mr. Mahavir Prasad Garg Company Secretary

iii. associate (or an associate of any member of a group)

- Lineage Healthcare Ltd. (upto 11 March 2020)

- Africare Limited

- ParkView City Limited

- Capital Infracon Private Limited

- Angelica Technology Private Limited (upto 03 November 2019)

- Cryoviva (Thailand) Limited

- Lunarmech Technologies Private Limited (upto 03 November 2019)

- The Minor Food Group (India) Private Limited

- iClinic Healthcare Private Limited (upto 27 March 2020)

iV. entities in which a director or his/her relative is a member or director*

- Empire Stocks Pvt Limited

- Shabnam Properties Private Limited (upto 01/04/2019)

- Champa Devi Jaipuria Charitable Trust

- Accor Solar Energy Private Limited (formerly Devyani Agri Business Pvt. Ltd) (upto 01/04/2019)

- Arctic Overseas Pte. Ltd.

- Mala Jaipuria Foundation

- Pinnacle Town Planners Private Limited (upto 01/04/2019)

- Pinnacle Township Private Limited (upto 01/04/2019)

- Capital Tower Private Limited (upto 01/04/2019)

- Pinnacle Constructions Private Limited (upto 01/04/2019)

- Alisha Torrent Closure Private Limited

- Diagno Labs India Private Limited (w.e.f 28/03/2020)

- Lineage Healthcare Limited (w.e.f 12/03/2020)

- Nector Beverages Private Limited

- Steel City Beverages Private Limited

- Jai Beverages Private Limited




- Accor Industries (Private) Limited

- SMV Beverages Private Limited

- SMV Agencies Private Limited

- Sagacito Technology Pvt. Ltd.

V. relatives of kMPs**

- Meenu Singh

- Devyani Jaipuria

- Smt. Dhara Jaipuria

Vi. entities which are post employment benefits plans

VBL Employees Gratuity Trust

DIL Employee Gratuity Trust

*The status above is given based on merged holding of the transferee company including holding of transferor

companies. However the actual transfer is effected w.e.f 30/06/2020 i.e. the date of filing of the order of Hon’ble

National Company Law Tribunal, Special Bench, New Delhi with Registrar of Companies.

**With whom the Group had transactions during the current year and previous year.



financial statem

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financial statem

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47. Leases

a. Leases where the group is a lessee

The Group leases several assets including buildings for food outlets, retail stores, running pre-schools, plant and

equipments and warehouses. Lease payments are generally fixed or are linked to revenue with minimum guarantee and

average lease term is 1-26 years.

i. right-of-use asset

Right-of-use assets related to leased properties that do not meet the definition of investment property are presented on

face of balance sheet below property, plant and equipment.

Buildings Recognised as at 1 April 2019 (refer note 4B) 10,583.92

Additions 2,628.85 Adjustments on account of remeasurement/modification 379.72 Derecognition (422.30)Exchange differences on translation of foreign operations 73.92 Depreciation (1,679.55)Impairment (82.86)

closing balance as at 31 March 2020 11,481.71

ii. for lease liabilities refer note 22B and 22e.

iii. amounts recognised in the statement of profit or loss

Note for the year

ended 31 March 2020

Depreciation 37 1,679.55 Impairment on right of use asset 37A 82.86 Interest on lease liabilities 36 1,234.92 (Gain) on derecognition of Right of use asset 31 (59.65)Expenses relating to short-term leases 106.54 Expense relating to short term lease/variable lease payments not included in the measurement of the lease liability

38 1,623.66

Net impact on statement of profit and loss 4,667.88

iv. amounts recognised in the cash flow statement


Payment for finance cost 1,234.92 Principal repayments 1,256.10 total cash outflows 2,491.02

v. Payments associated with short-term leases of premises and all leases of low-value assets are recognised on a

straight-line basis as an expense in profit or loss.

Short-term leases are leases with a lease term of 12 months or less.

B. Leases where the group is a lessor

The Group has sub-leased out some of its leased properties primarily in various food courts. All leases are classified as

operating leases from a lessor perspective with the exception of certain sub-leases, which the Group has classified as





finance subleases.

i. finance lease (sub leases classified as finance leases)

During the year ended 31 March 2020, the Group has sub-leased a portion of multiple leased properties that have been

presented as part of a right-of-use assets.

Note for the year

ended 31 March 2020

Gain on net investment in finance lease 31 18.76 Finance income on net investment in finance leases 31 12.47 Income relating to variable lease payments not included in the net investment in finance leases

31 1.77

Finance lease receivables 9 & 17 153.42

The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be

received after the reporting date. Under Ind AS 17, the Group did not have any finance leases as a lessor (being sub leases

classified as finance leases).

The maturity analysis of lease receivables, including the undiscounted lease payments to be received are as follows:

amounts receivable under finance leases:

as at31 March 2020

Less than one year 25.97 One to five years 115.44 More than five years 90.95 total undiscounted lease payments receivable 232.36 Less: Unearned finance income (78.94)Net investment in the lease 153.42

ii. the incremental borrowings rate range between 9.25% - 10.85%.

The management of the Group estimates the loss allowance on finance lease receivables at the end of the reporting period

at an amount equal to lifetime expected credit loss under simplified approach. None of the finance lease receivables at

the end of the reporting period is past due, and taking into account the historical default experience and the future

prospects of the industries in which the lessees operate, together with the value of collateral held over these finance

lease receivables (see note 19), the management of the Group consider that no finance lease receivable is impaired.

The Group entered into finance leasing arrangements as a lessor for certain leased properties under sub leasing

arrangements. The average term of finance leases entered into is 9.04 years. The Group is not exposed to foreign currency

risk as a result of the lease arrangements, as all leases are denominated in INR. Residual value risk on such right of use

assets under lease is not significant.

ii. operating lease (sub leases classified as operating leases)

Operating leases, in which the Group is the lessor, relate to leased properties by the Group with lease terms of between

1 to 9 years.

The unguaranteed residual values do not represent a significant risk for the Group, as they relate to leased properties

of lessor under sub leasing contracts which are located in a location with active market for lessees. The Group did not

identify any indications that this situation will change.

financial statem

ents




The following table presents the amounts included in profit or loss.

Note for the year

ended 31 March 2020

Lease income on operating leases 31 144.00 Therein lease income relating to variable lease payments that do not depend on an index or rate

9.25

amounts receivable under operating leases:

as at31 March 2020

Less than one year 92.24 One to five years 287.91 More than five years 32.73 total 412.88

c. changes in accounting policies:

Except for the changes below, the Group has consistently applied the accounting policies to all periods presented in

these consolidated financial statements. The Group applied Ind AS 116 with a date of initial application of 1 April 2019.

As a result, the Group has changed its accounting policy for lease contracts as detailed below. The adoption of this new

Standard has resulted in the Group recognising a right-of-use asset and related lease liability in connection with all

former operating leases except for those identified as low-value or having a remaining lease term of less than 12 months

from the date of initial application.The Group applied Ind AS 116 using the modified retrospective approach, under which

the cumulative effect of initial application is recognised in retained earnings at 1 April 2019. Prior periods have not been

restated. The details of the changes in accounting policies are disclosed below.

i. definition of a lease

On transition to Ind AS 116, the Group elected to apply the practical expedient to grandfather the assessment of which

transactions are leases. It applied Ind AS 116 only to contracts that were previously identified as leases. Contracts that

were not identified as leases under Ind AS 17 were not reassessed for whether there is a lease. Therefore, the definition

of a lease under Ind AS 116 was applied only to contracts entered into or changed on or after 1 April 2019.

ii. as a lessee

As a lessee, the Group previously classified leases as operating or finance leases based on its assessment of whether the

lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Group.

Under Ind AS 16, the Group recognises right-of-use assets and lease liabilities for most leases – i.e. these leases are on-

balance sheet.

a. Leases classified as operating leases under ind as 17

The Group has elected not to include initial direct costs in the measurement of the right-of-use asset for operating leases

in existence at the date of initial application of Ind AS 116, being 1 April 2019. At this date, the Group has also elected

to measure the right-of-use assets at an amount equal to the lease liability adjusted for any prepaid or accrued lease

payments that existed at the date of transition.

The Group used the following practical expedients when applying Ind AS 116 to leases previously classified as operating

leases under Ind AS 17.





-Instead of performing an impairment review on the right-of-use assets at the date of initial application, the Group has

relied on its historic assessment as to whether leases were onerous immediately before the date of initial application of

Ind AS 116.

-Applied the exemption not to recognise right-of-use assets and liabilities for leases with less than 12 months of lease

term.

-Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.

b. there were no leases previously classified as finance leases.

iii. impacts on the consolidated financial statements

On transition to Ind AS 16, the Group recognised Rs. 10,583.92 as right-of-use assets (refer below) and Rs. 13,041.41 of

lease liabilities, with corresponding impact of Rs. 1,598.53 on retained earnings as at 1 April 2019 and reclassification

of deferred rent of Rs. 256.67 to right-of-use assets. Also, the Group has transferred lease equalisation reserve of Rs

488.18 to retained earnings as at 1 April 2019 per Ind AS transition requirements. the Group has recognised INR 72.78

as finance lease receivables and INR 470.66 as investment properties in respect of subleases. Net impact on retained

earnings amounted to Rs. 1,598.53 out of which Rs. 356.66 is attributed to NCI.When measuring lease liabilities, the Group

discounted lease payments using its incremental borrowing rate at 1 April 2019. The weighted-average rate applied is

3.41 to 19%.

total lease liabilities recognised under ind as 116 at 1 april 2019:-current lease liabilities 1,282.64 -non current lease liabilities 11,758.76

13,041.41

*Operating lease commitment amount disclosed in previous year was inclusive of GST which has been excluded from

lease consideration under IND AS 116.

adjustments recognised in the balance sheet on 1 april 2019

The change in accounting policy affected the following items in the balance sheet on 1 April 2019:

Particulars sub noteamounts

reported as at31 March 2019

impacts of adoption

ind as 116

adjusted amounts as at1 april 2019

Property, plant and equipment (Note 4) - - - Investment properties (refer to note 4C) - 470.66 470.66 Lease equalisation reserve 488.18 (488.18) - Finance lease receivables 72.78 - Retained earnings 21 (6,817.25) (1,598.53) (8,416.00)Other assets (refer to note 11) 263.88 (254.56) 9.32 Lease liabilities (including current liabilities) (refer to note 22B and 22D)

- (13,041.41) (13,041.41)

Right of use assets (refer to note 4B) - 10,583.92 10,583.92


financial statem

ents




48 dues to Micro and small enterprises


as at 31 March 2019

The amounts remaining unpaid to micro and small suppliers as at the end of the year- Principal 67.00 27.36 - Interest 3.15 0.29 The amount of interest paid by the buyer as per the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006)

- -

The amounts of the payments made to micro and small suppliers beyond the appointed day during each accounting year.

180.37 68.77

The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed date during the year) but without adding the interest specified under MSMED Act, 2006.

0.40 0.24

The amount of interest accrued and remaining unpaid at the end of each accounting year.

4.73 1.20

The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under the MSMED Act, 2006.

4.76 1.20

49. details of corporate social responsibility (csr) expenditure

In accordance with the provisions of section 135 of the Companies Act, 2013, the Board of Directors of the Holding

Company had constituted CSR Committee. However, due to losses the Holding company is not required to incur for CSR

activities. The details for CSR activities is as follows.

Particularsfor the year

ended 31 March 2020

for the year ended

31 March 2019a) Gross amount required to be spent by the Company during the year Nil Nil b) Amount spent during the year on the following 1. Construction / Acquisition of any asset Nil Nil 2. On purpose other than 1 above Nil Nil



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up’s

ope

ratin

g se

gmen

ts a

re o

rgan

ised

and

man

aged

sep

arat

ely

thro

ugh

the

resp

ectiv

e bu

sine

ss m

anag

ers,

acc

ordi

ng t

o th

e na

ture

of

prod

ucts

and

se

rvic

es p

rovi

ded

and

geog

raph

ies

in w

hich

ser

vice

s ar

e pr

ovid

ed, w

ith e

ach

segm

ent r

epre

sent

ing

a st

rate

gic

busi

ness

uni

t. Th

ese

busi

ness

uni

ts a

re r

evie

wed

by

chi

ef o

pera

ting

deci

sion

mak

er -

‘CO

DM

’). T

he b

usin

ess

activ

ities

of t

he G

roup

fall

in fo

llow

ing

segm

ents

:

sum

mar

y of

seg

men

tial

info

rmat

ion

for

the

year

end

ed a

nd a

s of

31

Mar

ch 2

019

rep

orta

ble

seg

men

ts r

etai

ls

Bus

ines

s

cha

rter

H

irin

g s

ervi

ces

Hea

lthc

are

ser

vice

s r

eal

esta

te

ice

crea

m

and

dai

ry

Pro

duct

s

edu

cati

on

ser

vice

s

qui

ck

serr

vice

s re

stau

rant

s B

ever

ages

o

ther

sto

tal

rev

enue

R

even

ue fr

om e

xter

nal

cust

omer

1,3

76.5

6 1

51.6

4 1

,216

.24

-

7,5

94.4

8 5

5.32

1

3,44

2.96

5

4,86

3.25

4

89.3

8 7

9,18

9.85

Inte

r se

gmen

t rev

enue

(7.0

8) (1

24.2

6) (1

2.71

) -

(2

9.97

) -

(6

5.62

) (1

30.6

9) (1

07.5

6) (4

77.8

9)to

tal r

even

ue 1

,369

.49

27.

38

1,2

03.5

3 -

7

,564

.52

55.

32

13,

377.

34

54,

732.

56

381

.82

78,

711.

96

res

ult

Seg

men

t Res

ult

(375

.30)

66.

94

(303

.18)

-

(763

.91)

2.9

6 (5

20.1

7) 6

,480

.92

385

.25

4,9

73.5

0 Fi

nanc

e co

st 5

,063

.33

Fina

nce

inco

me

605

.36

Non

ope

ratin

g in

com

e 1

,414

.29

Exce

ptio

nal i

tem

s (1

9.13

)P

rofi

t Bef

ore

tax

1,9

10.6

9 o

ther

seg

men

t ite

ms

Dep

reci

atio

n an

d am

ortiz

atio

n ex

pens

e 3

9.85

2

4.47

4

3.92

-

6

16.6

5 2

.67

829

.23

3,9

30.3

9 2

1.01

5

,508

.21

Impa

irm

ent o

f non

-fi

nanc

ial a

sset

s 2

47.5

3 1

8.35

2

65.8

7

oth

er in

form

atio

nS

egm

ent A

sset

s 1

17.5

9 4

45.0

8 1

,419

.55

1,0

84.5

0 1

5,90

7.14

2

2.21

7

,791

.78

66,

072.

96

20,

517.

83

113

,378

.62

Elim

inat

ion

-

-

(207

.63)

-

(225

.95)

-

-

(438

.78)

(9,0

76.2

1) (9

,948

.58)

seg

men

t ass

ets

117

.59

445

.08

1,2

11.9

1 1

,084

.50

15,

681.

18

22.

21

7,7

91.7

8 6

5,63

4.17

1

1,44

1.62

1

03,4

30.0

5

Seg

men

t Lia

bilit

ies

1,1

03.7

1 2

11.7

8 5

,262

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1,0

91.3

5 1

2,25

8.78

1

6.82

7

,428

.42

45,

563.

80

11,

625.

65

84,

562.

65

Elim

inat

ion

-

(168

.59)

-

-

(1,7

26.9

0) -

-

(6

8.33

) (3

93.4

4) (2

,357

.27)

seg

men

t Lia

bilit

ies

1,1

03.7

1 4

3.18

5

,262

.35

1,0

91.3

5 1

0,53

1.87

1

6.82

7

,428

.42

45,

495.

47

11,

232.

21

82,

205.

38




Information about geographical segments :.

The following table presents revenue from external customers, segment non-current assets regarding geographical

segments:


as at 31 March 2019

Non-current assets*-Within India 80,737.64 50,656.74 -Outside India 19,208.45 18,654.55

99,946.09 69,311.29

* excluding financial instruments, deferred tax assets and post-employment benefit assets.


as at 31 March 2019

revenue from external customers-Within India 78,907.93 55,358.03 -Outside India 23,703.63 23,353.93

102,611.56 78,711.96

51 capital management

For the purpose of the Group capital management, capital includes issued equity share capital, instruments compulsorily

convertible into equity, share premium and all other equity reserves. The primary objective of the Company’s capital

management is to maximise the shareholder value and provide adequate returns to shareholders.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions, the

requirements of the financial covenants and the risk characteristics of the underlying assets.

The amounts managed as capital by the Group for the reporting periods are summarised as follows:


as at 31 March 2019

Non-current borrowings other than compulsorily convertible debentures (Refer note 22A)

36,330.78 37,286.84

Current borrowings (Refer note 22C) 12,705.57 10,152.73 Current maturities of long-term debts (Refer note 27) 11,071.60 9,233.04

60,107.95 56,672.60 Less: Cash and cash equivalents (Refer note 14) 1,678.14 1,950.05 Net debt 58,429.81 54,722.56 Equity share capital (Refer note 20) 2.17 2.12 Other equity (Refer note 21) 7,923.41 6,867.91 Compulsorily convertible debentures (Refer note 22A) 600.00 592.70 total capital 8,525.58 7,462.73 capital and net debt 66,955.39 62,185.29 gearing ratio 87.27% 88.00%

There have been no breaches in the financial covenants of any borrowing in the reporting periods.


financial statem

ents




52. impairment of non-financial assets

(i) devyani international Limited

In accordance with Ind AS 36 “Impairment of Assets”, the Devyani International Limited, one of Company’s subsidiary,

has identified individual quick service restaurants (stores) as a separate cash generating unit (CGU) for the purpose of

impairment review. Management periodically assesses whether there is an indication that an asset may be impaired using

a benchmark of two-year’s history of operating losses or marginal profits for a store. In view of higher operating costs or

decline in projected sales growth, certain stores have been impaired in the current year and in the previous years. Based

on the results of impairment testing for these stores in the current year, the property, plant and equipment, right-of-use

assets, investment properties and other intangible assets value of these stores aggregating `366.92 (excluding opening

provision for impairment of `68.86) have been reduced to the recoverable amount aggregating to `78.54 by way of

impairment charge of `219.52. Recoverable amount is value in use of these stores computed based upon projected cash

flows from operations with sales growth of Nil-20% (after considering the impact of estimation uncertainty of current

Covid 19), (previous year: 5% - 20%) and salary growth rate of 6% (previous year 8%), over balance useful life of plant

and machinery being the principle asset, discounted at rate of 12.11% - 12.72% p.a. (previous year: 12.97% p.a). Carrying

value of a store includes property, plant and equipment, right-of-use assets, investment properties, intangible assets

used at a store and allocated corporate assets.

Moreover, the impairment reversal of `147.27 is primarily on account of stores where the actual sales growth rate

has exceeded the projected sales growth rate, hence the recoverable amount aggregating to `337.33 has exceeded the

written down value of these stores aggregating ̀ 190.06 (after considering impairment charge recorded in previous years

amounting to `258.59). Further, impairment reversal also occurs in respect of certain property, plant and equipment at

stores which have been closed during the year.

Goodwill amounting to `228.06 is allocated across multiple stores acquired under business combination and the amount

so allocated to each store is not significant in comparison with the Company’s total carrying amount of goodwill. However,

the entire goodwill allocated over the stores acquired under business combination agreement, is tested for impairment

wherein the recoverable amount is calculated based on the same key assumptions as mentioned above. No impairment

loss has been recorded on the goodwill amount.

The key assumptions have been determined based on management’s calculations after considering, past experiences

and other available internal information and are consistent with external sources of information to the extent applicable.

Management has identified that a reasonably possible change in the three key assumptions could cause a change in

amount of impairment loss/ (reversal). The following table shows the amount by which the impairment loss/(reversal)

would increase/ (decrease) on change in these assumptions by 1%. All other factors remaining constant.

increase/ (decrease) in impairment lossfor the year ended

31 March 2020 31 March 2019discount rate(Increase by 1%) 8.97 (7.49)(Decrease by 1%) (8.42) 7.82 sales growth rate(Increase by 1%) (30.37) (48.11)(Decrease by 1%) 29.19 52.40 salary growth rate(Increase by 1%) 3.84 12.28 (Decrease by 1%) (3.87) (11.91)





52a. impairment of loan given to associates

The Company holds 25% of equity share capital in Africare Limited (an associate company). Africare Limited is engaged

in the business of healthcare services. During the current and previous year, Africare Limited has incurred significant

cash losses. Its net worth is negative and current liabilities is exceeding its current assets. Basis which and due to

deterioration of expected future cash flows, the management has impaired Loan amounting to `989.78 (which includes

interest receivable of `15.56) due from Africare Limited in the current year.

53 financial instruments risk

financials risk management objectives and policies

The Group is exposed to various risks in relation to financial instruments. The main types of financial risks are market

risk, credit risk and liquidity risk.

The management of the Group monitors and manages the financial risks relating to the operations of the Group on

a continuous basis. The Group’s risk management is coordinated at its head office, in close cooperation with the

management, and focuses on actively securing the Group’s short to medium-term cash flows and simultaneously

minimising the exposure to volatile financial markets. Long-term financial investments are managed to generate lasting

returns.

The Group does not engage in the trading of financial assets for speculative purposes. The most significant financial risks

to which the Group is exposed are described below.

53.1 Market risk analysis

Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market

prices. Market risk comprises two types of risk namely: currency risk and interest rate risk. The objective of market risk

management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes

in foreign exchange rates. The functional currency of the Holding company is Indian Rupees (‘INR’ or ``’). Most of the

transactions of holding company and Indian subsidiary are carried out in Indian Rupees and of foriegn subsidiary are

carried out in their respective local currency.

The Group has limited exposure to foreign currency risk and thereby it mainly relies on natural hedge. To further mitigate

the Group’s exposure to foreign currency risk, non-INR cash flows are continuously monitored.

The carrying amounts of the Group’s foreign currency denominated monetary items are restated at the end of each

reporting period. Foreign currency denominated financial assets and liabilities which expose the Group to currency risk

are as follows:

financial statem

ents


us

dg

BP

euro

ks

HLk

rM

ad

NP

rZM

Ws

gd

ZML

31 M

arch

202

0Fi

nanc

ial a

sset

s (a

) Loa

ns G

iven

-

-

-

-

175

.00

1.8

2 -

0

.26

-

-

(b) R

oyal

ty R

ecei

vabl

e -

-

-

-

-

-

-

-

-

-

(c

) Tra

de R

ecei

vabl

es 0

.03

-

-

341

.16

623

.42

80.

60

246

.79

141

.27

-

63.

72

(d) O

ther

fina

ncia

l ass

ets

(cur

rent

) 4

.89

0.0

1 2

.50

-

85.

13

0.0

1 2

2.09

1

.32

-

0.1

8 (e

) Cas

h an

d ca

sh e

quiv

alen

ts -

-

-

1

27.4

3 7

1.67

3

.59

513

.98

12.

81

-

39.

35

(f) O

ther

ban

k ba

lanc

es -

-

-

-

1

09.4

1 -

1

42.2

0 -

-

1

28.7

9 to

tal fi

nanc

ial a

sset

s 4

.92

0.0

1 2

.50

468

.59

1,0

64.6

3 8

6.02

9

25.0

6 1

55.6

6 -

2

32.0

4 Fi

nanc

ial l

iabi

litie

s(a

) Bor

row

ings

7.6

5 -

-

2

,334

.98

398

.65

46.

90

231

.68

15.

48

33.

13

216

.67

(b) F

orei

gn C

urre

ncy

Loan

s fr

om B

anks

4.3

1 -

-

-

-

-

4

0.96

-

-

-

(c

) Tra

de P

ayab

les

9.2

4 0

.18

1.5

6 1

,119

.87

349

.82

106

.73

1,4

08.0

3 8

1.98

-

4

00.1

4 (d

) Oth

er fi

nanc

ial l

iabi

litie

s -

-

-

6

86.7

9 2

05.0

4 1

8.84

4

07.0

6 3

3.00

0

.32

246

.16

tota

l fina

ncia

l lia

bilit

ies

21.

20

0.1

8 1

.56

4,1

41.6

4 9

53.5

1 1

72.4

7 2

,087

.73

130

.46

33.

45

862

.97

31 M

arch

201

9Fi

nanc

ial a

sset

s(a

) Loa

ns G

iven

-

-

-

-

1.9

2 -

0

.26

-

-

(b) R

oyal

ty R

ecei

vabl

e -

-

-

-

-

-

-

-

-

(c

) Tra

de r

ecei

vabl

es (c

urre

nt)

2.5

7 0

.02

-

1,1

88.7

9 4

6.52

1

93.7

3 1

18.4

6 0

.13

-

(d) O

ther

fina

ncia

l ass

ets

(cur

rent

) 0

.37

-

0.1

0 -

0

.01

13.

38

3.2

6 -

-

(e

) Cas

h an

d ca

sh e

quiv

alen

ts 3

.10

-

-

18.

42

2.9

6 4

30.0

0 9

.32

-

-

(f) O

ther

ban

k ba

lanc

es 7

.11

-

-

107

.01

-

22.

67

-

-

-

tota

l fina

ncia

l ass

ets

13.

15

0.0

2 0

.10

-

1,3

14.2

3 5

1.41

6

59.7

8 1

31.3

0 0

.13

-

Fina

ncia

l lia

bilit

ies

(a) B

orro

win

gs 3

0.45

-

-

6

,243

.34

420

.34

496

.63

195

.00

33.

13

-

(b) F

orei

gn C

urre

ncy

Loan

s fr

om B

anks

-

-

-

-

-

-

-

-

-

(c) T

rade

Pay

able

s 2

5.93

0

.11

1.9

5 4

90.0

7 7

9.56

1

,064

.10

80.

19

-

-

(d) O

ther

fina

ncia

l lia

bilit

ies

18.

45

-

-

377

.71

40.

43

1,2

36.4

9 4

9.83

0

.50

-

tota

l fina

ncia

l lia

bilit

ies

74.

83

0.1

1 1

.95

-

7,1

11.1

3 5

40.3

3 2

,797

.22

325

.02

33.

63

-

su

MM

ar

Y o

f s

igN

ific

aN

t a

cc

ou

Nti

Ng

Po

Lic

ies

aN

d o

tHe

r e

XP

LaN

ato

rY

iNfo

rM

ati

oN

oN

tH

e c

oN

so

Lid

ate

d f

iNa

Nc

iaL

sta

teM

eN

ts f

or

tHe

Ye

ar

eN

de

d 3

1 M

ar

cH

202

0

(` in

mill

ions

, exc

ept f

or s

hare

dat

a an

d if

oth

erw

ise

stat

ed)




The foreign currency sensitivity of profit and equity in regards to the Group’s financial assets and financial liabilities

considering ‘all other things being equal’ and ignoring the impact of taxation. It assumes a +/- 1% change of the respective

countries exchange rates (i.e. local currency to foreign currency) for the year ended at 31 March 2020 (31 March 2019: +/-

1%). These are the sensitivity rates used when reporting foreign currency exposures internally to the key management

personnel and represents respective management’s assessment of the reasonably possible changes in the foreign

exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items at end

of each period reported upon. A positive number indicates an increase in profit or equity and vice-versa.

If the INR had strengthened against respective foreign currency by 1% (31 March 2019: 1%), then profit for the year and

equity as at 31 March 2020 would have been higher by `86.85 million (31 March 2019: `143.47 million). If the INR had

weakened against respective foreign currency by 1% (31 March 2019: 1%), then profit for the year and equity as at 31

March 2020 would have been lower by `86.85 million (31 March 2019: `143.47 million).

Exposures to foreign exchange rates vary during the year depending on the volume of the overseas transactions.

Nonetheless, the analysis above is considered to be representative of the Group’s exposure to currency risk.

interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of

changes in market interest rates. The Group’s policy is to minimise interest rate cash flow risk exposures on long-term

financing. The Group is exposed to changes in market interest rates as some of the bank and other borrowings are at

variable interest rates and also loans have been advanced to subsidiary companies at variable interest rates. All the

Group’s term deposits are at fixed interest rates.

The following table illustrates the sensitivity of profit and equity to a reasonably possible change in interest rates of

+/- 1% (31 March 2019: +/- 1%). These changes are considered to be reasonably possible based on management’s

assessment. The calculations are based on a change in the average market interest rate for each period, and the financial

instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held

constant.

Profit for the year equity +1% -1% +1% -1%

31 March 2020 (434.68) 434.68 (434.68) 434.68 31 March 2019 (346.99) 346.99 (346.99) 346.99

53.2 credit risk analysis

Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is exposed to this risk for

various financial instruments, for example loans granted, receivables from customers, deposits placed etc. The Group’s

maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at end of each reporting

period, as summarised below:

as at 31 March 2020 as at 31 March 2019Classes of financial assets-carrying amounts:

Investments (non-current) 2,654.04 6,463.38 Loans (non-current) 1,169.38 1,205.66 Trade receivables 3,706.58 3,367.82 Loans 1,647.75 3,764.98 Cash and cash equivalents 1,678.14 1,950.05 Bank balances other than mentioned above 548.36 556.69 Other financial assets (current and non-current) 1,599.23 1,887.33

13,003.48 19,195.90


financial statem

ents




The maximum exposure to the credit risk at the reporting date is primarily from Trade Receivable, security deposit

receivables, Government grant receivable and claim receivable.

The Group continuously monitors receivables and defaults of customers and other counterparties and incorporates this

information into its credit risk controls. Appropriate security deposits are kept against the supplies to customers and

balances are reconciled at regular intervals. The Group’s policy is to deal only with creditworthy counterparties.

In respect of trade and other receivables, the Group is not exposed to any significant credit risk exposure

to any single counterparty. Trade receivables consist of a large number of customers of various scales and

in different geographical areas. Based on historical information about customer default rates, respective

management considers the credit quality of trade receivables. In case the receivables are not recovered

even after regular follow up, measures are taken to stop further supplies to the concerned customers.

The credit risk for cash and cash equivalents, bank deposits including interest accrued thereon and Government grant

receivables is considered negligible, since the counterparties are reputable banks with high quality external credit

ratings and Government bodies.

In respect of financial guarantees provided by the Group, the maximum exposure which the Group is exposed to is the

maximum amount which the Group would have to pay if the guarantee is called upon. Based on the expectation at the end

of each reporting period, the Group considers that it is more likely than not that such an amount will not be payable under

the guarantees provided.

53.3 Liquidity risk analysis

Liquidity risk is that the Group might be unable to meet its obligations. The Group manages its liquidity needs by monitoring

scheduled debt servicing payments for long-term financial liabilities and considering the maturity profiles of financial

assets and other financial liabilities as well as forecast of operational cash inflows and outflows. Liquidity needs are

monitored in various time bands, on a day-to-day basis, a week-to-week basis and a month-to-month basis. Long-term

liquidity needs for a 180-day and a 360-day lookout period are identified monthly. Net cash requirements are compared

to available borrowing facilities in order to determine headroom or any shortfalls.

Funding for long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities and the

Group’s ability to avail further credit facilities subject to creation of requisite charge on its assets. The Group assessed

the concentration of risk with respect to refinancing its debt and concluded it to below.

As at 31 March 2020, the Group’s non-derivative financial liabilities have contractual maturities (excluding interest

payments thereon) as summarised below:

31 March 2020 0 to 1 year 1 to 5 years Later than 5 yearsBorrowings (current and non-current) 23,777.17 34,309.57 2,621.21 Lease Liabilities 1,441.25 4,618.57 8,039.93 Trade payables 9,799.22 - - Other financial liabilities (current and non-current) 6,888.71 61.75 1,066.71 total 41,906.35 38,989.89 11,727.85

This compares to the maturity of the Group’s non-derivative financial liabilities in the previous reporting periods as

follows:

31 March 2019 0 to 1 year 1 to 5 years Later than 5 yearsBorrowings (current and non-current) 19,385.76 35,258.33 980.10 Trade payables 7,830.08 - - Other financial liabilities (current and non-current) 6,417.29 1,071.02 - total 33,633.13 36,329.35 980.10





53 fair value measurements

financial instruments by categories

The carrying values and fair values of financial instruments by categories are as follows:

Particulars fair Value Measurement

using Level

carrying value fair value/amortised cost31 March

202031 March

201931 March

202031 March

2019financial assetsfair value through profit and loss ('fVtPL')

(i) Non-current financial assets(a) Investment (non-current) Level 1 4.72 7.17 4.72 7.17

fair value through other comprehencive income ('fVtoci')(i) Non-current financial assets(a) Investment (non-current) Level 1 1,037.37 4,823.48 1,037.37 4,823.48

Level 3 1,011.95 1,032.71 1,011.95 1,032.71 amortised cost

(i) Non-current financial assets(a) Investment in Compulsorily convertible debenture

600.00 600.00 600.00 600.00

(b) Loans 1,169.38 1,205.66 1,169.38 1,205.66 (c) Other 201.05 51.73 201.05 51.73 (ii) Current financial assets(a) Trade receivables 3,706.58 3,367.82 3,706.58 3,367.82 (b) Cash and cash equivalents 1,678.14 1,950.05 1,678.14 1,950.05 (c) Bank balances other than above 548.36 556.69 548.36 556.69 (d) Loans 1,647.75 3,764.98 1,647.75 3,764.98 (e) Other 1,398.18 1,835.60 1,398.18 1,835.60

total 13,003.48 19,195.90 13,003.48 19,195.90 financial liabilitiesfVtPL

(i) Current financial liability(a) Liability for derivative contract Level 2 194.37 88.08 194.37 88.08

amortised cost (i) Non-current borrowings (excluding those disclosed under FVTPL category above)

36,930.78 37,879.54 36,930.78 37,879.54

(ii) Others Non Current financial liabilities 1,128.46 1,071.02 1,128.46 1,071.02 (iii) Lease liabilities 14,099.75 - 14,099.75 - (iii) Current financial liabilities(a) Borrowings 12,705.56 10,152.73 12,705.56 10,152.73 (b) Trade payables 9,799.22 7,830.08 9,799.22 7,830.08 (c) Other 17,765.94 15,562.25 17,765.94 15,562.25

total 92,624.08 72,583.70 92,624.08 72,583.70

Valuation technique to determine fair value

Cash and cash equivalents, other bank balances, trade receivables, other current financial assets, trade payables,

current borrowings and other current financial liabilities approximate their carrying amounts largely due to the short-

term maturities of these instruments. The fair value of the financial assets and liabilities is the amount at which the

instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The Group’s borrowings, except through Compulsorily convertible preference shares and Compulsorily convertible


financial statem

ents




debentures have been contracted at floating rates of interest, which resets at short intervals. Accordingly,

the carrying value of such borrowings (including interest accrued but not due) approximates fair value:

The following methods and assumptions were used to estimate the fair values:

- The fair values of the long term borrowing (Compulsorily convertible preference shares and Compulsorily convertible

debentures) are determined by using discounted cash flow method using the appropriate discount rate. The discount rate

is determined using other similar instruments incorporating the risk associated.

- The fair values of Investment in unquoted equity shares is done as follows :

Equity share of Lemon Tree Hotels Limited - March 31 2018 - Price at which the shares were issued in Inital Public offer,

issue was open during March 26,2018 to March 28, 2018.

Equity share of Global Health Private Limited (Formerly Dr.Naresh Trehan and Associates Health Services Pvt. Ltd.) -

Price estimated by using discounted cash flow method by discounting forcasted cash flow to their present value at a rate

of return that incorporates the risk free rate for the use of fund plus the expected rate of inflation and the risk associated

with the particular investment

Cost of other unquoted equity instruments has been considered as an appropriate estimate of fair value because of a

wide range of possible fair value measurements and cost represents the best estimate of fair value within that range.

- The fair values of Investment in Compulsorily convertible debentures have been estimated by using discounted cash

flow method by discounting the expected cash flows using the appropriate discount rate. The discount rate is determined

using other similar instruments incorporating the risk associated and probabilities are based on management’s

expectations.

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value

hierarchy together with a quantitative sensitivity analysis are as shown below.

type Valuation technique significant observable input

inter-relationship between significant observable input and fair value measurement

Investment in unquoted Equity Shares

Discounted cash flow method by discounting forcasted cash flow to their present value at a rate of return that incorporates the risk free rate for the use of fund plus the expected rate of inflation and the risk associated with the particular investment

Forecast Profitability, Risk Adjusted Discount rate.

Estimated fair value would increase (Decrease) - if forcased profitability was higher (lower) - risk adjusted discount rate were lower (higher)

Compulsorily convertible preference shares ('CCDS')

Discounted cash flow method by discounting the expected cash flow using approriate rate under different conversion event, probability is then attached to each conversion event to drive final valuation

Discount rate and Probability of occurrence of conversion event.

Estimated fair value would increase (Decrease) - if discount rate was higher (lower) - probability of occurence were lower (higher)

Compulsorily convertible preference shares ('CCPS')

Discounted cash flow method by discounting the expected cash flow using approriate rate under different conversion event, probability is then attached to each conversion event to drive final valuation

Discount rate and Probability of occurrence of conversion event.

Estimated fair value would increase (Decrease) - if discount rate was higher (lower) - probability of occurence were lower (higher)





The following table presents the changes in level 3 items for the periods ended 31 March 2020 and 31 March 2019:

Particulars investment in unquoted equity shares

investment in ccPs

Borrowings ccPs

as at 01 april 2018 1,283.19 - 1,283.19 Purchased during the year - - - Impact of fair value movement (250.48) - (250.48)Moved out from Level 3 to Level 2 - - - Moved from FVTPL to Amortised Cost - - - as at 31 March 2019 1,032.71 - 1,032.71 Sold during the year (0.02) - (0.02)Impact of fair value movement (17.30) - (17.30)Impact of merger (3.44) - (3.44)Moved from FVTPL to Amortised Cost - - as at 31 March 2020 1,011.95 - 1,011.95

54 equity share designated at fair value through other comprehensive income

The Group designated the investment shown below as equity shares at FVOCI because these equity share represent

investments that the company intends to hold for long term for stratgic purposes

Particularsfair value at dividend income

recognised duringfair value at

31 March 2020 2019-20 31 March 2019Global Health Private Limited (Formerly Dr.Naresh Trehan and Associates Health Services Pvt. Ltd.)

1,011.76 - 1,029.06

Shabnam Properties Private Limited - - 3.44 Empire Stocks Pvt Limited 0.01 - 0.01 Sellwell Foods & Beverages Pvt.Ltd. - - 0.02 Pinnacle Infracon Ltd. - - 0.00 Lineage Healthcare Limited 0.00 - Shivalik Solid Waste Management Ltd. 0.18 - 0.18 Lemon Tree Hotels Limited 713.41 - 4,308.95 Capital India Finance Limited 323.96 514.53

2,049.33 - 5,856.19

55 disposal & acquisition of subsidiaries/ business combination

a. Merger & amalgamation in Holding company

As per the scheme of amalgamation filed in the Hon’ble National Company Law Tribunal, Special Bench, New Delhi under

section 230 to 232 of the Companies Act, 2013 read with the companies (Compromise, Arrangement and Amalgamations)

Rules, 2016 and the National Company Law Tribunal Rules, 2016, between the Holding Company (transferee) and Pinnacle

Infracon Limited (transferor no. 1), Anuj Traders Private Limited (transferor no. 2), Accor Solar Energy Private Limited

(transferor no 3), Shabnam Properties Private Limited (transferor no 4), Capital Towers Private Limited (transferor no 5),

D.J. Agri Industries Private Limited (transferor no 6), Snowpeak Enterprises Private Limited (transferor no 7), Pinnacle

ConstructionsPrivate Limited (transferor no 8), Pinnacle Township Private Limited (transferor no 9) and Pinnacle Town

Planners Private Limited (transferor no 10). The Hon’ble National Company Law Tribunal, Special Bench, New Delhi

approved the scheme as per order dated 08 June 2020. The scheme became effective from 01st April 2019 (“Acquisition

Date”) on completion of all regulatory formalities.

All the assets and liabilities of transferor companies as on 01st April 2019 were transferred to and vested with the

transferee company


financial statem

ents




The investment held by transferor companies 10 equity shares holding in RJ Corp Limited stands cancelled on

amalgamation and fresh equity of 235 shares amounting to `2,350/-will be issued by the transferee comapany to the

shareholders of transferor companies.

Acquisitions of businesses of the companies Pinnacle Infracon Limited (Transferor Company No.-1), Accor Solar Energy

Private Limited (Transferor Company No.-3), Shabnam Properties Private Limited (Transferor Company No.-4), Capital

Towers Private Limited (Transferor Company No.-5), D.J. Agri Industries Private Limited (Transferor Company No.-6),

Pinnacle Constructions Private Limited (Transferor Company No.-8), Pinnacle Township Private Limited (Transferor

Company No.-9) and Pinnacle Town Planners Private Limited (Transferor Company No.-10) are accounted using the

Acquisition method as per Ind AS 103 – Business Combinations. The company has accounted for assets and liabilities of

transferor companies as on acquisition date at fair value based on the management judgements. The difference between

the excess of consideration paid (equity capital to be issued, investment held by transferee company) and fair value

of all assets and liabilities of the transferor companies taken over as on acquisition date is transferred to goodwill.

Accordingly the difference between the excess of fair value of all assets and liabilities of the transferor companies taken

over as on acquisition date and consideration paid (equity capital to be issued, investment held by transferee company)

is transferred to capital resrve of the Group.

ParticularsAcquisition date 01-april-2019Net Assets acquired (1,394.55)Investment in transferor companies in financial statements of transferee company

0.0010

Purchase consideration settled through issue of equity shares 0.0001 amount transferred to goodwill 1,394.55

ParticularsAcquisition date 01-april-2019Net Assets acquired 104.38 Investment in transferor companies in financial statements of transferee company

3.44

Purchase consideration settled through issue of equity shares 0.00 amount transferred to capital reserve 100.94

Acquisitions of businesses of the companies Anuj Traders Private Limited (Transferor Company No.-2), Snowpeak

Enterprises Private Limited (Transferor Company No.-7) under common control are accounted using the Pooling of

Interest Method as per Ind AS 103 – Business Combinations. The fnancial statement of the Group for the previous financial

year 2018-19 have been restated with effect from 01 April 2018 (being the earliest period presented) The company has

accounted for assets, liabilities and reserves of transferor companies as on 01 April 2018 at their respective carrying

values. The difference between the consideration paid (equity capital to be issued, investment held by transferee company)

and carrying value of all assets, liabilities and reserves of the transferor companies taken over as on acquisition date is

transferred to capital reserve account of the Group.

ParticularsAcquisition date 01-april-2019Accounting date 01-april-2018Net Assets acquired 0.71 Retained earnings acquired (1.00)Investment in transferor companies in financial statements of transferee company

3.51

Purchase consideration settled through issue of equity shares 0.00 amount transferred to capital reserve (1.33)





B. acquisition of subsidiaries during the year

Lunarmech Technologies Private Limited (subsidiary of Angelica Technologies Private Limited) became subsidiary of

Varun Beverages Limited “VBL” on account of increase in stake from 35% to 55%, post which the VBL has acquired



Particulars Lunarmech technologies Private LimitedDate of control 04 November 2019Percentage of the ownership stake 55.11%Net Assets on the date of acquisition (A) 438.46 Share of identifiable net assets attributable to non-controlling interest (B) 196.83 Fair value of previously held interest in existing associate on 03 November 2019 ( C )

314.15

Consideration transferred in acquisition of 20% shareholding in Lunarmech Technologies Private Limited (D)

150.38

goodwill on acquisition of control over existing associate (B+c+d-a) 222.90

c. acquisition of business during the year

During the year ended 31 March 2020, Devyani International Limited “DIL” entered into a Business Transfer Arrangement

dated 11 December 2019 (‘BTA’) with Yum Restaurants (India) Private Limited (“Yum”).

assets acquired and liabilities assumed

The fair values of the identifiable assets and liabilities as at the date of acquisition were:

Particulars for the year ended 31 March 2020 31 March 2019

assetsProperty, plant and equipment (refer note 3A) 76.32 258.20 Intangible assets (refer note 5) 33.91 20.60 Inventories 4.67 8.33 Other assets 8.86 18.38

123.76 305.51 Liabilities 3.00 3.62

3.00 3.62 total identifiable net assets (at fair value) 120.76 301.89 Purchase consideration to be transferred/transferred in cash 339.34 311.38 goodwill 218.58 9.49

d. On 01 May 2019, Varun Beverages Limited “VBL” acquired franchise rights in South and West regions from PepsiCo

India Holdings Private Limited (“PepsiCo”) for a national bottling, sales and distribution footprint in 7 states and 5 Union

Territories of India along with manufacturing units in Bharuch (Gujarat), Mahul (Maharashtra), Paithan (Maharashtra),

Roha (Maharashtra), Mamandur (Tamil Nadu), Nelamangala (Karnataka), Palakkad (Kerala), Sangareddy (Telangana) and

Sricity (Andhra Pradesh) for a total transaction value of ̀ 18,025 on slump sale basis. The aforesaid business combination

resulted in a bargain purchase due to the Company’s manufacturing capabilities/distribution network and PepsiCo’s

focus on its core activities of research, brand building and market penetration.

e. On 28 January 2020, Devyani Food Industries Limited “DFIL” entered into a share purchase agreement with Sameer ICT

Limited (‘minority shareholder of Devyani Food Industries (Kenya) Limited’ or ‘minority shareholder’ or ‘non-controlling

party’) and acquired the 37.5% stake of Sameer ICT Limited in Devyani Food Industries (Kenya) Limited for a purchase

consideration of ̀ 389.16 and hence, Devyani Food Industries (Kenya) Limited has become the wholly owned subsidiary of

financial statem

ents





DFIL. Further, pursuant to a loan waiver agreement dated 28 January 2020, the minority shareholder has simultaneously

agreed to waive off its loans and the corresponding interest receivable from Devyani Food Industries (Kenya) Limited

amounting to `413.50 and `26.09 respectively, which has been adjusted with retained earnings, as a transaction with a

shareholder.

f. The Holding Compnay entered into an Agreement for divestment of its entire stake in Diagno Labs India Private Limited

and Alisha Retail Private Limited, subsidaries of the Company. The said transaction was concluded on 27 March 2020 and

19 February 2020.

(a) The details of subsidiaries disposed off and profit/(loss) on disposal is as below:

Particularsdiagno Labs india Private

Limited

alisha retail Private Limited

total

Sale consideration 10.00 10.00 20.00 Exchange differences recycled to consolidated statement of profit and loss

- - -

Net consideration 10.00 10.00 20.00 Carrying value of net assets disposed off (981.71) (162.22) (1,143.93)Profit/(Loss) on disposal 991.71 172.22 1,163.93

g. During the year the Group reduced the stake of Varun Beverages Limited to 27.69%, the Group also divested its stake in

its associate Lineage Healthcare Limited on 11 March, 2020.

(a) The details of subsidiary/associate and profit/(loss) on disposal is as below:

investment in Mutual funds

Varun Beverages

Limited

Lineage Healthcare

Limitedtotal

Sale consideration 731.38 2,587.72 2.50 3321.60Carrying value of net assets disposed off 730.00 211.62 249.75 1191.37Profit/(Loss) on disposal 1.38 2,376.10 (247.25) 2,130.23

disposal & acquisition of subsidiaries during last year

a. With effect from 15 October 2018, the Holding Company has acquired additional 31% equity of Diagno Labs Private

Limited, consisting of 19,980,000 shares for a consideration of ̀ 199.80 million , thereby increasing the Holding Company’s

ownership stake to 99.97%. Since Diagno Labs Private Limited, was already a subsidiary of the Holding Company, this

transaction has not resulted in change in control. Accordingly, difference between the non-controlling interest relatable

to 31% equity and the value of consideration i.e ` 419.89 million is directly recognised in other equity in Transaction with

NCI Reserve.

B. Devyani Food Industries (Kenya) Ltd. (Earlier known as Sameer Agriculture & Livestock (Kenya) Ltd. which was a Joint

Venture of DFIL ) became subsidiary of Devyani Food Industries Ltd. (“DFIL”) on account of increase in stake from 49.96%

to 62.50% with effect from 28 September 2018.

(for the year ended 31 March 2020)






Particluarsdevyani food industries (kenya) Ltd.

(earlier known as sameer agriculture & Livestock (kenya) Ltd.

Date of control 28 September 2018Percentage of the ownership stake 49.96%Net Assets on the date of acquisition 2,848.57 Net Assets attributable to Holding Company 1,423.15 Purchase consideration settled through payment 1,424.29 Amount (reduced from)/ transferred to capital reserve (1.14)share of identifiable net assets attributable to:Non-controlling interest 1,425.43 Holding Company 1,423.15 Business combination expense charged to other expenses -

56. investment in joint ventures and associates

detail of Joint Ventures :

Name of the company

Principal activities

shareholding percentage incorporated

inas at 31 March

2020

as at 31 March

2019The Minor Food Group (India) Private Limited

Business of developing, managing and operating ice cream parlours

30% 30% India

detail of associates :

Name of the company

Principal activities

shareholding percentage incorporated

inas at 31 March

2020

as at 31 March

2019Africare Limited Healthcare Services 27.5% 27.5% KenyaLineage Health Care Limited Healthcare Services NA 49.8% IndiaPark View City Limited Real Estate 38.0% 38.0% IndiaCapital Infracon Private Limited Trading 49.5% 49.5% IndiaRatnakar Foods & Beverages Pvt. Ltd. Trading NA 50.0% IndiaAggarwal Cold Drinks Pvt. Ltd. Trading NA 25.0% IndiaIclinic Healthcare Private Limited Healthcare Services NA 37.1% IndiaCryoviva Thailand Limited Healthcare Services 50% 50% ThailandAngelica Technologies Private Limited* Trading NA 47.30% India

financial statem

ents




The amounts recognised in the balance sheet are as follows:

Particularsas at 31 March

2020as at 31 March

2019Joint Ventures - - Associates 46.45 187.48

46.45 187.48

The amount recognised in the statement of Profit & Loss are as follows:

Particularsas at 31 March

2020as at 31 March

2019recognised in profit and lossJoint Ventures - - Associates 41.34 38.20

41.34 38.20 recognised in other comprehensive incomeJoint Ventures - - Associates - -

- -





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.11

2.7

9 M

aint

enan

ce c

harg

es

10.

52

5.0

1 -

-

-

D

epre

ciat

ion

and

amor

tisat

ion

1.8

5 1

.10

22.

32

26.

76

27.

20

46.

84

5.9

9

Oth

er e

xpen

se

26.

39

9.7

8 1

06.5

4 1

04.4

2 6

0.02

1

23.1

7 2

.30

113

.36

569

.66

429

.57

Inco

me

tax

expe

nse

-

-

41.

46

29.

85

-

-

tota

l exp

5

68.9

8 4

34.5

5 2

36.0

4 2

09.6

7 3

86.1

2 7

08.3

9 3

.04

120

.30

572

.77

432

.36

Pro

fit/

(Los

s) fo

r th

e ye

ar

(357

.80)

(312

.35)

(95.

89)

(109

.97)

95.

90

78.

10

(2.1

3) (9

1.35

) 1

6.58

2

3.38

O

ther

com

preh

ensi

ve

inco

me

(0.0

0) (0

.76)

-

1.6

4 -

0

.60

-

-

-

-

tota

l com

preh

ensi

ve

inco

me

(357

.80)

(313

.11)

(95.

89)

(108

.34)

95.

90

78.

70

(2.1

3) (9

1.35

) 1

6.58

2

3.38


su

MM

ar

Y o

f s

igN

ific

aN

t a

cc

ou

Nti

Ng

Po

Lic

ies

aN

d o

tHe

r e

XP

LaN

ato

rY

iNfo

rM

ati

oN

oN

tH

e c

oN

so

Lid

ate

d f

iNa

Nc

iaL

sta

teM

eN

ts f

or

tH

e

Ye

ar

eN

de

d 3

1 M

ar

cH

202

0

(` in

mill

ions

, exc

ept f

or s

hare

dat

a an

d if

oth

erw

ise

stat

ed)

Sum

mar

ised

Sta

tem

ent o

f Pro

fit &

Los

s

Pro

fit/

(Los

s) fo

r th

e ye

ar

atri

buta

ble

to N

CI

-

-

24.

95

21.

18

-

-

-

-

Pro

fit/

(Los

s) fo

r th

e ye

ar

atri

buta

ble

to o

wne

rs

(357

.80)

(312

.35)

(95.

89)

(109

.97)

70.

95

56.

92

(2.1

3) (9

1.35

) 1

6.58

2

3.38

Oth

er c

ompr

ehen

sive

in

com

e at

ribu

tabl

e to

NC

I -

-

0

.09

-

-

-

-

Oth

er c

ompr

ehen

sive

in

com

e at

ribu

tabl

e to

ow

ners

(0

.00)

(0.7

6) 0

.05

1.6

4 -

0

.52

-

-

-

-

Tota

l com

preh

ensi

ve

inco

me

atri

buta

ble

to N

CI

-

-

-

-

24.

95

21.

26

-

-

-

-

Tota

l com

preh

ensi

ve

inco

me

atri

buta

ble

to

owne

rs

(357

.80)

(313

.11)

(95.

85)

(108

.34)

70.

95

57.

44

(2.1

3) (9

1.35

) 1

6.58

2

3.38

Per

cent

age

of g

roup

's

ow

ners

hip

inte

rest

38

.00%

38.0

0%0.

00%

49.8

0%47

.30%

47.3

0%30

.00%

30.0

0%50

.00%

50.0

0%

gro

up's

sha

re in

pro

fit f

or

the

peri

od

(135

.96)

(118

.69)

-

(54.

77)

33.

56

26.

92

(0.6

4) (2

7.41

) 8

.29

11.

69

add

: sha

re o

f pro

fit

afte

r ta

x on

acq

uisi

tion

of

add

itio

nal 2

0% d

irec

t in

tere

st in

Lun

arm

ech

2.1

4

gro

up's

sha

re in

oci

for

the

peri

od

(0.0

0) (0

.29)

-

0.8

2 -

0

.24

-

-

-

-

cons

olid

atio

n a

djus

tmen

ts

135

.96

116

.70

-

53.

70

(0.0

0) 0

.00

0.6

4 2

7.41

0

.00

(0.0

0)g

roup

's s

hare

in p

rofi

t re

cogn

ised

-

(2

.28)

-

(0.2

5) 3

5.70

2

7.17

-

-

8

.29

11.

69

*On

11 M

arch

202

0, t

he H

oldi

ng C

ompa

ny h

as d

ives

ted

its e

ntir

e eq

uity

hol

ding

s in

Lin

eage

hea

lthc

are

Lim

ited

whi

ch in

clud

ed e

xist

ing

hold

ings

alo

ngw

ith s

hare

s

subs

crib

ed d

urin

g th

e ye

ar o

f the

se c

ompa

nies

am

ount

ing

to `

249.

50 r

espe

ctiv

ely.

Equ

ity in

tere

st in

ass

ocia

te h

as b

een

acco

unte

d us

ing

equi

ty m

etho

d til

l 11

Mar

ch

2020

.

**Va

run

Bev

erag

es L

imite

d “V

BL”

has

47.

30%

inte

rest

in A

ngel

ica

Tech

nolo

gies

Pri

vate

Lim

ited

(“A

ngel

ica”

) whi

ch in

turn

hol

ds 7

4% o

wne

rshi

p st

ake

in L

unar

mec

h

Tech

nolo

gies

Pri

vate

Lim

ited

(“Lu

narm

ech”

), an

d ho

lds

20%

dir

ect

inte

rest

in

Luna

rmec

h. S

uch

inte

rest

has

bee

n ac

coun

ted

for

usin

g th

e eq

uity

met

hod

till

03

Nov

embe

r 20

19,

post

whi

ch t

he V

BL

has

acqu

ired

the

boa

rd c

ontr

ol o

f its

ass

ocia

te,

Ang

elic

a. C

onse

quen

tly,

bot

h th

e en

titie

s ha

ve b

ecom

e su

bsid

iari

es o

f th

e

Gro

up.

Part

icul

ars

Park

Vie

w c

ity

Lim

ited

Line

age

Hea

lth

care

Li

mit

ed*

ang

elic

a te

chno

logi

es

Pri

vate

Lim

ited

**

the

Min

or f

ood

gro

up

(ind

ia) P

riva

te L

imit

edcr

yovi

va (t

haila

nd)

Lim

ited

for

the

year

end

ed

31 M

arch

20

20

for

the

year

end

ed

31 M

arch

20

19

for

the

peri

od

01 a

pril

2019

to 1

1 M

arch

202

0

for

the

year

end

ed

31 M

arch

20

19

for

the

peri

od

01 a

pril

2019

to 1

1 M

arch

202

0

for

the

year

end

ed

31 M

arch

20

19

for

the

year

end

ed

31 M

arch

20

20

for

the

year

end

ed

31 M

arch

20

19

for

the

year

end

ed

31 M

arch

20

20

for

the

year

end

ed

31 M

arch

20

19

financial statem

ents


su

MM

ar

Y o

f s

igN

ific

aN

t a

cc

ou

Nti

Ng

Po

Lic

ies

aN

d o

tHe

r e

XP

LaN

ato

rY

iNfo

rM

ati

oN

oN

tH

e c

oN

so

Lid

ate

d f

iNa

Nc

iaL

sta

teM

eN

ts f

or

tH

e

Ye

ar

eN

de

d 3

1 M

ar

cH

202

0(`

in m

illio

ns, e

xcep

t for

sha

re d

ata

and

if o

ther

wis

e st

ated

)

57.

sum

mar

ised

fina

ncia

l in

form

atio

n of

sub

sidi

arie

s (in

clud

ing

acqu

isit

ion

date

fai

r va

luat

ion

and

adju

stm

ents

the

reto

, and

acc

ount

ing

polic

ies

alig

nmen

t)

havi

ng m

ater

ial n

on-c

ontr

ollin

g in

tere

sts

is a

s fo

llow

s:-

s

umm

aris

ed B

alan

ce s

heet

s

umm

aris

ed s

tate

men

t of P

rofi

t and

Los

s

Part

icul

ars

Varu

n B

ever

ages

Lim

ited

dev

yani

inte

rnat

iona

l Lim

ited

cryo

viva

inte

rnat

iona

l Pte

Ltd

dev

yani

foo

d in

dust

ries

Ltd

.

as

at

31.0

3.20

20a

s at

31

.03.

2019

as

at

31.0

3.20

20a

s at

31

.03.

2019

as

at

31.0

3.20

20a

s at

31

.03.

2019

as

at

31.0

3.20

20a

s at

31

.03.

2019

ass

ets

Non

-Cur

rent

Ass

ets

67,

825.

45

50,

506.

02

17,

403.

95

6,3

32.2

3 1

15.5

4 1

50.5

6 1

0,64

1.43

1

0,35

7.86

C

urre

nt A

sset

s 1

9,76

4.04

1

5,56

6.93

1

,431

.83

1,4

59.5

5 4

62.3

9 4

55.4

7 4

,565

.67

4,2

06.5

7 Li

abili

ties

Non

-Cur

rent

Lia

bilit

ies

27,

683.

15

23,

776.

10

15,

340.

25

3,9

91.6

8 -

-

5

,807

.51

5,9

38.9

6 C

urre

nt L

iabi

litie

s 2

5,92

3.84

2

1,78

7.70

5

,777

.65

3,4

36.7

5 1

,513

.79

1,3

66.9

2 6

,701

.19

5,0

91.4

9 N

on-c

ontr

ollin

g in

tere

sts

358

.22

71.

82

(391

.14)

(455

.13)

(163

.26)

(123

.74)

21.

43

1,0

68.9

1 eq

uity

33,

624.

28

20,

437.

34

(1,8

90.9

7) 8

18.4

8 (7

72.6

0) (6

37.1

5) 2

,676

.96

2,4

65.0

6 %

of o

wne

rshi

p in

tere

st

held

by

NC

I72

.31%

69.4

3%23

.60%

23.6

0%44

.00%

44.0

0%0.

08%

0.08

%

acc

umul

ated

Nci

24,

671.

94

14,

261.

47

(837

.41)

(261

.97)

(503

.21)

(404

.08)

23.

57

1,0

70.8

8

Part

icul

ars

Varu

n B

ever

ages

Lim

ited

(c

onso

l)d

evya

ni in

tern

atio

nal L

imit

ed(c

onso

lidat

ed)

cryo

viva

inte

rnat

iona

l Pte

Ltd

dev

yani

foo

d in

dust

ries

Ltd

.

for

the

year

end

ed

31.0

3.20

20

for

the

year

end

ed

31.0

3.20

19

for

the

year

end

ed

31.0

3.20

20

for

the

year

end

ed

31.0

3.20

19

for

the

year

end

ed

31.0

3.20

20

for

the

year

end

ed

31.0

3.20

19

for

the

year

end

ed

31.0

3.20

20

for

the

year

end

ed

31.0

3.20

19R

even

ue 7

6,35

4.83

5

5,01

4.22

1

5,84

0.52

1

3,67

3.60

3

16.9

4 3

71.9

3 8

,955

.31

7,7

68.6

6 N

et P

rofi

t / (L

oss)

4,9

22.2

9 3

,201

.61

(1,2

14.1

8) (6

64.3

1) (1

52.1

9) (2

08.8

7) (8

37.7

1) 5

10.7

3 O

ther

Com

preh

ensi

ve

Inco

me

/(Lo

ss)

295

.38

(57.

45)

142

.57

(30.

04)

(18.

89)

1.7

5 9

6.98

(9

2.63

)

tota

l com

preh

ensi

ve

inco

me/

(Los

s) 5

,217

.67

3,1

44.1

7 (1

,071

.61)

(694

.35)

(171

.08)

(207

.12)

(740

.74)

418

.10

Pro

fit /

(Los

s) a

lloc

ated

to

Nci

3,5

60.8

4 1

,680

.40

(261

.93)

153

.78

(59.

60)

(77.

46)

(0.4

4) (0

.04)


su

MM

ar

Y o

f s

igN

ific

aN

t a

cc

ou

Nti

Ng

Po

Lic

ies

aN

d o

tHe

r e

XP

LaN

ato

rY

iNfo

rM

ati

oN

oN

tH

e c

oN

so

Lid

ate

d f

iNa

Nc

iaL

sta

teM

eN

ts f

or

tH

e

Ye

ar

eN

de

d 3

1 M

ar

cH

202

0

(` in

mill

ions

, exc

ept f

or s

hare

dat

a an

d if

oth

erw

ise

stat

ed)

sum

mar

ised

sta

tem

ent o

f cas

h fl

ows

58

add

itio

nal i

nfor

mat

ion

, as

requ

ired

to c

onso

lidat

ed fi

nanc

ials

sta

tem

ents

pur

suan

t to

sche

dule

iii t

o co

mpa

nies

act

,201

3

Part

icul

ars

Varu

n B

ever

ages

Lim

ited

(c

onso

l)d

evya

ni in

tern

atio

nal L

imit

ed(c

onso

lidat

ed)

cryo

viva

inte

rnat

iona

l Pte

Ltd

dev

yani

foo

d in

dust

ries

Ltd

.

for

the

year

end

ed

31.0

3.20

20

for

the

year

end

ed

31.0

3.20

19

for

the

year

end

ed

31.0

3.20

20

for

the

year

end

ed

31.0

3.20

19

for

the

year

end

ed

31.0

3.20

20

for

the

year

end

ed

31.0

3.20

19

for

the

year

end

ed

31.0

3.20

20

for

the

year

end

ed

31.0

3.20

19N

et c

ash

(out

flow

) / in

flow

fr

om o

pera

ting

activ

ities

12,

220.

97

9,3

58.7

1 3

,007

.16

760

.97

(108

.45)

(217

.66)

268

.25

1,0

04.2

1

Net

cas

h (o

utfl

ow) /

infl

ow

from

inve

stin

g ac

tiviti

es (2

2,90

9.59

) (8

,543

.40)

(974

.29)

(1,6

79.7

3) (1

.14)

(28.

53)

(31.

26)

(2,8

51.3

1)

Net

cas

h (o

utfl

ow) /

infl

ow

from

fina

ncin

g ac

tiviti

es 1

0,23

6.14

(6

72.4

8) (2

,226

.15)

714

.61

102

.81

243

.03

91.

57

1,8

79.2

3

Effec

t of e

xcha

nge

rate

ch

ange

59.

81

26.

86

-

Net

cas

h (o

utfl

ow)/

infl

ow (4

52.4

8) 1

42.8

3 (1

33.4

7) (1

77.2

9) (6

.78)

(3.1

6) 3

28.5

5 3

2.13

Nam

e of

the

enti

ties

in

clud

ed in

con

solid

ated

fi

nanc

ial s

tate

men

ts

Net

ass

ets

( tot

al a

sset

s m

inus

tota

l lia

bilit

ies)

s

hare

in p

rofi

t or

(los

s)

sha

re in

oth

er c

ompr

ehen

sive

in

com

e

sha

re in

tot

al o

ther

co

mpr

ehen

sive

inco

me

as

% o

f co

nsol

idat

ed

net a

sset

s

am

ount

in

mill

ion

as

% o

f co

nsol

idat

ed

profi

t or

loss

am

ount

in

mill

ion

as

% o

f co

nsol

idat

ed

net a

sset

s

am

ount

in

mill

ion

as

% o

f co

nsol

idat

ed

profi

t or

loss

am

ount

in

mill

ion

for

the

year

end

ed 3

1 M

arch

202

0 P

aren

t com

pany

R

J C

orp

Lim

ited

23.

97

7,4

13.8

2 (3

2.15

) (1

,017

.24)

148

.71

(2,1

93.1

4) (1

90.0

0) (3

,210

.38)

sub

sidi

arie

s (f

orei

gn)

Wel

lnes

s H

oldi

ngs

Lim

ited

0.7

0 2

15.8

5 (1

.07)

(33.

77)

(1.1

1) 1

6.32

(1

.03)

(17.

45)

Arc

tic In

tern

atio

nal

(Mau

ritiu

s) P

vt. L

imite

d (c

onso

lidat

ed)

(0.2

3) (6

9.72

) (1

2.38

) (3

91.9

0) (1

3.99

) 2

06.3

6 (1

0.98

) (1

85.5

4)

Cry

oviv

a In

tern

atio

nal P

te

Ltd

(Con

solid

ated

) (2

.50)

(772

.60)

(3.6

8) (1

16.5

6) 1

.28

(18.

89)

(8.0

2) (1

35.4

5)

sub

sidi

arie

s (i

ndia

n)

Dev

yani

Inte

rnat

iona

l Li

mite

d (c

onso

lidat

ed)

(6.1

1) (1

,890

.99)

(38.

45)

(1,2

16.7

3) (7

.25)

106

.98

(65.

68)

(1,1

09.7

5)

financial statem

ents


Dia

gno

Labs

Indi

a P

riva

te

Lim

ited

0.0

0 0

.00

(14.

42)

(456

.37)

(0.0

4) 0

.60

(26.

97)

(455

.77)

Mod

ern

Mon

tess

ori

Inte

rnat

iona

l (In

dia)

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vate

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d.

0

.04

12.

05

0.2

7 8

.68

-

-

0.5

1 8

.68

Cry

oviv

a B

iote

ch P

vt L

td

(con

solid

ated

) (8

.84)

(2,7

32.9

7) (6

.69)

(211

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(0.1

7) 2

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(12.

38)

(209

.19)

Dev

yani

Foo

ds In

dust

ries

Li

mite

d (c

onso

lidat

ed)

8.6

6 2

,676

.95

(20.

80)

(658

.31)

(6.5

7) 9

6.84

(3

3.23

) (5

61.4

7)

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a P

vt. L

td.

0.0

1 4

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(0.0

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-

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(0.0

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orB

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te L

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in a

ll su

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p su

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22,

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(30,

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16.

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(682

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ass

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t ven

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per

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-

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fric

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con

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d (0

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(2.8

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58

add

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requ

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to c

onso

lidat

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nanc

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sta

tem

ents

pur

suan

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sche

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iii t

o co

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act

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fi

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the

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1 M

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45.

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9,6

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1

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18.

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0.1

3 1

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58.2

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3.8

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2.86

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(16.

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(499

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(54.

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0.3

0 3

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(18.

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(355

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ern

Mon

tess

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l (In

dia)

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d.

0

.03

5.3

9 0

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2.8

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-

0

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2.8

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(34.

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(229

.09)

0.0

5 0

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(11.

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(228

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Dev

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ds In

dust

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Li

mite

d (c

onso

lidat

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11.

61

2,4

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3 9

7.26

6

45.4

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(59.

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29.

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585

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Indi

a P

vt. L

td.

0.0

2 4

.83

(0.1

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-

-

(0.0

5) (0

.99)

Acc

orB

ev (T

elan

gana

) P

riva

te L

imite

d (0

.00)

(0.2

7) (0

.01)

(0.0

9) -

-

(0

.00)

(0.0

9)

Alis

ha R

etai

l Pri

vate

Li

mite

d (4

.47)

(948

.10)

(69.

49)

(461

.15)

-

-

(23.

52)

(461

.15)

Var

un B

ever

ages

Lim

ited

(Con

solid

ated

) 9

6.29

2

0,43

7.34

4

70.2

9 3

,121

.15

(4.4

3) (5

7.45

) 1

56.2

3 3

,063

.70

financial statem

ents


Em

pire

Sto

cks

Pri

vate

Li

mite

d -

-

-

-

-

-

-

-

Lin

eage

Hea

lthc

are

Lim

ited

-

-

-

-

-

-

-

-

Par

kvie

w C

ity L

imite

d -

-

-

-

-

-

-

-

M

inor

ity In

tere

st in

all

subs

idia

ries

(inc

ludi

ng s

tep

subs

idia

ries

) 6

7.63

1

4,35

4.66

2

41.5

1 1

,602

.78

(7.1

4) (9

2.68

) 7

7.00

1

,510

.09

Tot

al e

limin

atio

ns

(100

.74)

(21,

381.

70)

(249

.13)

(1,6

53.3

7) 4

.78

62.

06

(81.

15)

(1,5

91.3

2) a

ssoc

iate

s/Jo

int v

entu

res

( inv

estm

ent a

s pe

r eq

uity

m

etho

d)

-

for

eign

-

A

fric

are

Lim

ited

(Con

solid

ated

) -

-

-

-

Sam

eer

Agr

icul

ture

&

Live

stoc

k (K

enya

) Ltd

. -

-

-

-

Cry

oviv

a Th

aila

nd P

vt L

td 1

.76

11.

69

0.6

0 1

1.69

indi

an

-

Lin

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are

Lim

ited

-

-

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Par

kvie

w C

ity L

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d -

-

-

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C

apita

l Inf

raco

n P

riva

te

Lim

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(0.1

0) (0

.68)

(0.0

3) (0

.68)

Rat

naka

r Fo

ods

&

Bev

erag

es P

vt. L

td.

-

-

-

-

Raj

asth

an B

ever

ages

Pvt

.Lt

d. -

-

-

-

The

Min

or F

ood

Gro

up

(Indi

a) P

riva

te L

imite

d -

-

-

-

Ang

elic

a Te

chno

logi

es

Pri

vate

Lim

ited

4.0

9 2

7.17

1

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27.

17

Aga

rwal

Col

d D

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s P

vt.

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0.0

0 0

.03

0.0

0 0

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tot

al

100

.00

21,

224.

66

100

.00

663

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100

.00

1,2

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9 1

00.0

0 1

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.05

Nam

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the

enti

ties

in

clud

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con

solid

ated

fi

nanc

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ts

Net

ass

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( tot

al a

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inus

tota

l lia

bilit

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s

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in p

rofi

t or

(los

s)

sha

re in

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er c

ompr

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sive

in

com

e

sha

re in

tot

al o

ther

co

mpr

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sive

inco

me

as

% o

f co

nsol

idat

ed

net a

sset

s

am

ount

in

mill

ion

as

% o

f co

nsol

idat

ed

profi

t or

loss

am

ount

in

mill

ion

as

% o

f co

nsol

idat

ed

net a

sset

s

am

ount

in

mill

ion

as

% o

f co

nsol

idat

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profi

t or

loss

am

ount

in

mill

ion

su

MM

ar

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f s

igN

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ou

Nti

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d f

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)





59 other disclosures in regard to investment properties:

i. information regarding income and expenditure of investment properties:


rental income derived from investment properties 210.65 Direct operating expenses (including repairs and maintenance) generating rental income

70.22

Direct operating expenses (including repairs and maintenance) that did not generate rental income

11.86

Profit arising from investment properties before interest, depreciation and indirect expenses

128.57

Less: finance costs (50.35)Less: depreciation (52.73)Less: impairment (0.77)Profit arising from investment properties before indirect expenses 24.72

ii. Minimum lease payments receivable under operating leases of investment properties are as follows:


Less than one year 73.03 One to five years 335.08 More than five years 344.00

iii. fair value

as at 31 March 2020

Investment properties 654.64

estimation of fair value

The Group’s investment properties consist of right-of-use assets in leased food courts, which has been determined based on the nature, characteristics of leases of each property.

The fair value of investment property has been determined by external, independent property valuer, having appropriate recognised professional qualification and recent experience in the location and category of the property being valued. The Company obtained independent valuation for its investment properties and fair value measurement has been categorized as level 3 inputs. The fair value has been arrived using discounted cash flow projections based on reliable estimates of future cash flows considering growth in rental of 5% p.a. and discount rate of 14.97%.

60 assets pledged as security

The carrying amount of assets pledged as security are:

Particularsas at

31 March 2020as at

31 March 2019Inventories and trade receivable 16,458.91 11,458.49 Other bank deposits 1,064.01 932.09 Current loans 2,211.05 3,527.70 Other current financial assets 1,820.38 2,137.35 Other current assets 3,168.06 2,979.21 Intangible assets under development 1.85 1.94 Other intangible assets 8,473.98 8,199.68 Property, plant and equipment (including capital work-in-progress) 70,165.66 53,190.25

financial statem

ents




(` in millions, except for share data and if otherwise stated)61 impact of coVid-19 on the company

The COVID-19 virus continues to spread globally including India, which has resulted in significant decline and volatility and disruption in economic/financial activities in global markets. On 11 March 2020, COVID -19 was declared as global pandemic by World Health Organisation.

Amidst the tumult of this unprecedented age of virus, the Group has allowed its employees to “Work from Home” after declaration of national lockdown for prevention and safeguard of the employees of the Group. Nevertheless, business activities from the date of lockdown were suspended. In the meanwhile, government of India and other regulators e.g. Reserve Bank of India, Income tax authorities came up with variety of measures to mitigate the impact of economic and financial disruptions. Inventory as at end of the year has been taken on the basis of physical verification after lifting the lockdown and impact has been affected in valuation considered in the financial statement, if any, due to change in quantity/quality of the inventories.

Though the pandemic is still evolving and impact on working of the Group is uncertain, the management of the Group has considered all internal and external sources of information, including economic forecasts and estimates from market sources as at the date of the approval of these standalone financial statements in determining carrying value of assets comprising property, plant and equipment, right of use assets, inventories, receivables and other current assets as at the balance sheet date. On the basis of evaluation and current indicators of future economic conditions, the Group has concluded that no material adjustments are required in the standalone financial statements other than those already recognised in form of impairment of non financial assets and assets and writing of inventories for perishable goods as of the reporting date. Given the uncertainties associated with nature, condition and duration of Covid 19, the impact assessment on the Group’s consolidated financial statements will be continuously made and provided for as required.

The accompanying notes are an integral part of the financial statements.


sumit kathuria

Partner


raj Pal gandhi

Director

DIN: 00003649

Lalit kumar singh


Varun Jaipuria

Director

DIN: 02465412

Mahavir Prasad garg

Company Secretary

For aPas & co.




rJ corp Limited


board of directors company secretary registered office

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