RJ CORP LIMITED

RJ CORP LIMITEDAnnuAL REPORT FOR ThE yEAR EnDED 31sT MARCh, 2019

BOARD OF DIRECTORs

Mr. Ravi Kant JaipuriaMr. Varun JaipuriaMr. Raj GandhiMr. Sanjoy MukerjiDr. Girish Ahuja*Ms. Rashmi Dhariwal*Mr. Rajesh Chopra**Mr. Satya Vir Singh*** Appointed w.e.f. April 1, 2018

** Resigned w.e.f. April 30, 2018

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 LimitedIndusInd Bank LimitedKotak Mahindra Prime LimitedAxis Finance LimitedClix Capital Services Private Limited

COnTEnTs: PAgE nO.

Board’s Report 3

Consolidated Financial statements

Auditors’ Report 32

Balance Sheet 38

Statement of Profit & Loss 40 Cash Flow Statement 42 Notes on Accounts 45

standalone Financial statements Auditors’ Report 189 Balance Sheet 196 Statement of Profit & Loss 198 Cash Flow Statement 201 Notes on Accounts 203

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

RJ CORP LIMITED

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BOARD’s REPORT

The Members,

RJ Corp Limited

Your Directors have pleasure in presenting the 39th (Thirty Ninth) Annual Report on the business and operations of your

Company along with the Audited Financial Statements, for the Financial Year ended March 31, 2019.

FInAnCIAL REsuLTs

The Company’s financial performance for the year ended March 31, 2019 is summarized below:

Particularsstandalone Consolidated

year EndedMarch 31, 2019




Total Revenue 1,446.36 1,203.92 80,731.62 67,494.14Total Expenses 2,278.86 1,960.38 78,801.80 65,660.12Profit/ (Loss) before tax (832.50) (756.46) 1,948.89 1,769.50Less - Tax expenses - - 1,285.24 783.94Profit/(Loss) after tax (832.50) (756.46) 663.65 985.56Balance brought forward from last year 789.70 (899.08) (3,327.70) (5,402.59)General Reserve 41.78 41.78 201.65 96.62 Other Reserves 9,074.26 5,261.82 8,794.74 5,436.17Reserve & Surplus carried to Balance Sheet 9,073.24 3,648.06 6,332.34 1,115.76

COnsOLIDATED FInAnCIAL sTATEMEnT

The Consolidated Financial Statements of your Company for the Financial Year 2018-19, 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. 1,446.36 Million as compared to a total revenue of

Rs. 1,203.92 Million during the previous year. The Net Loss after tax was Rs. 832.50 Million as compared to a Net Loss after

Tax of Rs. 756.46 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.

TRAnsFER TO gEnERAL REsERVEs

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.

(` in millions, except as stated otherwise)

RJ CORP LIMITED

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DIVIDEnD

Your Directors do not recommend any dividend for the year ended March 31, 2019 due to losses incurred during the year

under review.

shARE CAPITAL

During the period under review paid up equity share capital of the Company was changed from Rs. 18,78,200/- divided into

187820 (One Lakh Eighty Seven Thousand Eight Hundred Twenty) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs.

21,19,850/- divided into 211985 (Two Lakhs Eleven Thousand Nine Hundred Eighty Five) Equity Shares of Rs. 10/- (Rupees

Ten only) each consequent upon conversion of 2100000 Compulsorily Convertible Debentures of Rs. 1000/- each and 8999950

Compulsorily Convertible Preference Shares of Rs. 10/- each into equity shares on January 1, 2019.

RELATED PARTy TRAnsACTIOns

Your Directors draw attention of the members to Note No. 40 to the standalone financial statements which sets out related

party disclosures which are in the ordinary course of business of the Company and are also transacted at arms’ length basis.

The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013,

as prescribed in Form AOC-2 of the rules is appended as Annexure - I.

PARTICuLARs OF LOAns, InVEsTMEnTs AnD guARAnTEEs

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

(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, 2019:

Direct subsidiaries

1. AccorBev (Telangana) Private Limited;

2. Anuj Traders Private Limited;

3. Alisha Retail Private Limited;

4. Cryoviva Biotech Private Limited;

5. Devyani Food Industries Limited;

6. Devyani International Limited;

7. Diagno Labs Private Limited;

8. Modern Montessori International (India) Private Limited;

9. Snowpeak Enterprises Private Limited;

10. S V S India Private Limited;

11. Arctic International Private Limited*;

12. Cryoviva International Pte. Limited*.

13. Wellness Holdings Limited*;

RJ CORP LIMITED

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step-down subsidiaries

1. Devyani Airport Services (Mumbai) P. Ltd.

2. Devyani Food Street Pvt. Ltd.

3. Accor Developers Pvt. Ltd.*

@ 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 P. Ltd.*

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, 2019, the Company had following Associate Companies:

1. Capital Infracon Private Limited;

2. Lineage Healthcare Limited;

3. Varun Beverages Limited;

4. Agarwal Cold Drinks Private Limited;

5. Ratnaker Foods and Beverages Private Limited;

6. Africare Limited*.

* Foreign company

DIRECTORs

During the period under review, Mr. Rajesh Chopra and Mr. Satya Vir Singh have resigned from the Board w.e.f April 30, 2018.

Mr. Sanjoy Mukerji also resigned from the Board w.e.f. September 30, 2018.

Mr. Raj Pal Gandhi (DIN: 00003649), 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.

During the year under review, Ms. Rashmi Dhariwal (DIN: 00337814) and Dr. Girish Kumar Ahuja (DIN: 00446339) were

appointed as an Independent Directors on the Board of the Company for a period of upto five years with effect from April 1,

2018. Their appointment was regularized by the shareholders of the Company in the Annual General Meeting of the Company

held on September 30, 2018.

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.

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kEy MAnAgERIAL PERsOnnEL

During the year under review, Mr. Satya Vir Singh (DIN 06608396) resigned from the position of Whole-time Director of the

Company w.e.f April 30, 2018 and the Company has appointed Mr. Vikas Kumar Keshri as Manager of the Company w.e.f.

March 27, 2019 and also designated him as one of the Key Managerial Personal 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 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, 2019 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, Eleven meetings of the Board of Directors were held on April 30, 2018, June 11, 2018, September

4, 2018, September 21, 2018, October 23, 2018, October 25, 2018, November 26, 2018, January 1, 2019, January 11, 2019,

February 18, 2019 and March 27, 2019. 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 9

2. Mr. Varun Jaipuria 7

3. Mr. Raj Pal Gandhi 11

4. Mr. Rajesh Chopra (Resigned w.e.f. April 30, 2018) 1

5. Mr. Satya Vir Singh (Resigned w.e.f. April 30, 2018) 1

6. Mr. Sanjoy Mukerji (Resigned w.e.f. September. 30, 2018) 3

7. Ms. Rashmi Dhariwal (Appointed w.e.f. April 30, 2018) 6

8. Dr. Girish Kumar Ahuja (Appointed w.e.f. April 30, 2018) 4

During the year under review, one meeting of the Audit Committee of the Board of Directors was held on September 21, 2018

which was attended by Mr. Raj Pal Gandhi and Ms. Rashmi Dhariwal.

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

During the year under review, Two meetings of the Nomination and Remuneration Committee of the Board of Directors were

held on September 21, 2018 and March 27, 2019. Details of the attendance of the Committee members are as under:

RJ CORP LIMITED

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s. no. name of the Director number of meetings attended

1. Mr. Raj Pal Gandhi 2

2. Ms. Rashmi Dhariwal (Appointed as member w.e.f. April 30, 2018) 1

3. Mr. Sanjoy Mukerji (Ceased to be member w.e.f. September. 30, 2018) 0

4. Dr. Girish Kumar Ahuja (Appointed as member w.e.f. October 25, 2018) 1

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, 2019 is 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 Pal 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, 2019 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 Pal 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 last

Annual General Meeting until the conclusion of the 42nd Annual General Meeting to be held for the financial year ended March

31, 2022. As per amended provisions of the Companies Act, 2013, the ratification of appointment of Statutory Auditors is not

required.

The Statutory Auditors’ Report for the Financial Year 2018-19 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.

RJ CORP LIMITED

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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 2018-19

is attached to this report as Annexure – II. The audit report is self-explanatory and does not call for any further comments.

InTERnAL AuDIT

As recommended by the Audit Committee, the Board of Directors in their meeting held on September 21, 2018 appointed

M/s. O.P. Bagla & Co., Chartered Accountants as an Internal Auditor of the Company for the Financial Year 2018-19 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 recognize 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, 2019 the CSR Committee comprises of Mrs.

Rashmi Dhariwal (DIN: 00337814) Independent Director and Mr. Varun Jaipuria (DIN: 02465412) and Mr. Raj P. Gandhi (DIN:

00003649), Non-executive Directors.

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 2018-19 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 attached to this Report as Annexure - III.

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;

RJ CORP LIMITED

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(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.

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 – IV.

EXTRACTs OF AnnuAL RETuRn

Extract of Annual Return of the Company is annexed herewith as Annexure - V 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 enables us to attract and retain high

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

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

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:-

RJ CORP LIMITED

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

2. The Whole-time Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

3. 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.

4. Issue of Sweat Equity Shares.

5. 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.

6. 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.

For and on behalf of the Board of Directors For RJ CORP LIMITED

Varun Jaipuria Director

DIN: 02465412

Raj P. gandhiDirector

DIN: 00003649Place : New DelhiDate : September 23, 2019

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AnnEXuRE –I

Form no. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred

to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third

proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis:

sl. no.

name of the related party and nature of relationship

nature of contracts / arrangements / transactions

Duration of the contracts / arrangements /transactions

salient terms of the contracts or arrangements or transactions including the value, if any

Justification for entering into such contracts or arrangements or transactions

date(s) of approval by the Board

Amount paid as advances, if any:

Date on which the special resolution was passed in general meeting as required under first proviso tosection 188

1 NIL NIL NIL NIL NIL NIL NIL NIL

2. Details of material contracts or arrangement or transactions at arm’s length basis:

sl. no.

name of the related party and nature of relationship

nature of contracts/ arrangements/ transaction

Duration of the contracts/ arrangements/transactions

salient terms of the contracts or arrangements or transactions including the value, if any

date(s) of approval by the Board/ Audit Committee

Amount paid as advance,if any:

1 NIL NIL NIL NIL NIL NIL



DIN: 02465412



RJ CORP LIMITED

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AnnEXuRE – II

sECRETARIAL AuDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2019

[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.

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, 2019 (“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, 2019 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

RJ CORP LIMITED

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(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. The changes in the composition of the Board of Directors that took place

during the period under review were carried out in compliance with the provisions of the Act.

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:

• pursuant to the provisions of Section 4, 13 and other applicable provisions of the Companies Act, 2013, the shareholders

in their Extraordinary General Meeting held on April 27, 2018 have given their approval to alter the existing Clause III(A)

of Memorandum of Association (“MOA”) of the Company by insertion of following new sub-clause III(A)(8), after the sub-

clause III(A)(7):

“8. To acquire by purchase, lease, exchange, hire or otherwise hold, manage and to carry on the business of development

of residential houses, flats, townships, affordable housing, industrial parks, commercial complexes and development

of other infrastructural facilities and to act as contractors, consultants and advisors in all matters relating to rural and

urban infrastructural developments/ real estate projects”.

• pursuant to the provisions of Sections 42, 62 and 71 and other applicable provisions of the Companies Act, 2013, the

shareholders in their Extraordinary General Meeting held on October 15, 2018 have given their approval to issue and

make offer of 6,50,000 (Six Lakh Fifty Thousand) Compulsorily Convertible Debentures (CCDs) of Rs. 1000/- (Rupees

Thousand Only) each of the Company aggregating to Rs. 65,00,00,000/- (Rupees Sixty Five Crores only) on private

placement basis to Ravi Kant Jaipuria & Sons (HUF).

• pursuant to the provisions of Sections 42, 62 and other applicable provisions of the Companies Act, 2013, the shareholders

in their Extraordinary General Meeting held on December 24, 2018 have given their approval to the Board for conversion

of 10,50,000 (Ten Lakh Fifty Thousand) Compulsorily Convertible Debentures of Rs. 1000/- (Rupees One Thousand) each

RJ CORP LIMITED

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For sanjay grover & Associates Company secretaries

Firm Registration No.: P2001DE052900

Vijay k. singhalPartner

CP No.: 10385

Place : New DelhiDate : September 23, 2019

(CCDs) as held by Ravi Kant Jaipuria and Sons (HUF), into equity shares of the Company on preferential basis and to issue

and allot in one or more tranches such number of Equity Shares of face value of Rs 10/- (Rupees Ten) each fully paid up.

RJ CORP LIMITED

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AnnEXuRE – III

ThE AnnuAL REPORT On CsR ACTIVITIEs

(1) A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or Programs and Composition of the CSR Committee

Refer Section on Corporate Social Responsibility

(2) Average net Profit of the company for last three financial years Rs. (605.06) Million

(3) Prescribed CSR Expenditure (two percent of the amount as in item 2 above) Nil

(4) Details of CSR spent during the financial year. Nil

Total amount to be spent for the financial year; Nil

Amount unspent, if any; Not Applicable

Manner in which the amount spent during the financial year Details given below

s. no. Particulars TOTAL

(1) CSR project or activity identified Not Applicable

(2) Sector in which the project is covered Not Applicable

(3) Projects or Programs(1) Local area or other(2) Specify the state and district where projects or programs was undertaken

Not Applicable

(4) Amount outlay (budget) project or Program wise Not Applicable

(5) Amount spent on the projects or ProgramsSub Heads;(1) Direct expenditure on projects or programs(2) Overheads

Nil

(6) Cumulative expenditure up to the reporting period Nil

(7) Amount spent direct or through implementing agency Not Applicable

REsPOnsIBILITy sTATEMEnT

A responsibility statement of the CSR Committee is reproduced below:

The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR Objectives and

Policy of the Company.



DIN: 02465412



RJ CORP LIMITED

16

AnnEXuRE – IV

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 -

(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 2018-19 2017-18

Foreign Exchange Earned (Inflow) 127.47 79.41

Foreign Exchange Paid (Outflow) Nil Nil



DIN: 02465412



(` in million)

RJ CORP LIMITED

17

AnnEXuRE – V

FORM nO. MgT 9

EXTRACT OF AnnuAL RETuRn

as on financial year ended on March 31, 2019

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.

Skyline Financial Services Private Limited,D-153A, First Floor, Okhla Industrial Area, Phase-INew Delhi – 110 020. Tel. 011-26812682-83

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 / services

nIC Code of the Product/service

% to total turnover of the company

1 Retail sale in specialized stores 5239 87.87%

2 Lease Rental 6810 12.13%

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


RJ CORP LIMITED

18

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


7 Diagno Labs Private LimitedF-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020


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


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


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


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


12 Alisha Retail Private Ltd.F-2/7, Okhla Industrial Area, Phase I, New Delhi – 110020

U52100DL2013PTC259476 Subsidiary 99.99% 2(87)(ii)

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

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

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


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


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


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


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


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


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


RJ CORP LIMITED

19

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


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


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


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


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


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


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


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


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


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

L74899DL1995PLC069839 Associate 30.57% 2(6)

31 Agarwal Cold Drinks Private Ltd.F-2/7, Okhla Industrial Area,Phase I, New Delhi – 110020

U74899DL1993PTC055459 Associate 25.00% 2(6)

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


33 Ratnaker Foods and Beverages Private Ltd.F-2/7, Okhla Industrial Area,Phase-1, New Delhi – 110 020


34 Lineage Healthcare Ltd.F-2/7, Okhla Industrial Area,Phase-1, New Delhi – 110 020

U85100DL2011PLC217993 Associate 49.60% 2(6)

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

Not Applicable Associate 27.50% 2(6)

RJ CORP LIMITED

20

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

Demat Physical Total % of Total

shares

A. Promoters

(1) Indian - - - - - - - - -

a) Individual/HUF 1,87,795 - 1,87,795 99.98% 211,960 - 211,960 99.99% .01%

b) Central Govt/ State Govt.

- - - - - - - - -

c) Bodies Corporates

- 25 25 0.02% - 25 25 0.01% -0.01

d) Bank/FI - - - - - - - - -

e) Any other - - - - - - - - -

suB TOTAL:(A) (1) 1,87,795 25 1,87,820 100% 211,960 25 211,985 100% -

(2) Foreign

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)

1,87,795 25 1,87,820 100% 211,960 25 211,985 100% -

B. Public shareholding

(1) Institutions

a) 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) - - - - - - - - -

RJ CORP LIMITED

21

SUB TOTAL (B)(1): - - - - - - - - -

(2) Non Institutions

a) Bodies corporates

- - - - - - - - -

i) Indian - - - - - - - - -

ii) Overseas - - - - - - - - -

b) Individuals - - - - - - - - -

i) Individual shareholders holding nominal share capital uptoINR1 lakhs

- - - - - - - - -

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)

1,87,795 25 1,87,820 100% 211,960 25 211,985 100% -

RJ CORP LIMITED

22

(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 10,396 5.54% 2,690 19,751 9.31% 2,690 +3.77%

2 Dhara Jaipuria 2,243 1.19% - 2,243 1.06% - -0.13%

3 Devyani Jaipuria 5,511 2.93% - 5,511 2.60% - -0.33%

4 Ravi Kant Jaipuria & Sons (HUF)

1,69,645 90.32% 31,194 1,84,455 87.01% 45,095 -3.31%

5 Devyani Overseas Private Ltd.

Nil Nil - Nil Nil - -

6 Devyani Enterprises Private Ltd.


7 Anuj Traders Private Limited


8 S V S India Private Limited


9 Sellwell Foods & Beverages Pvt. Ltd.

5 0.00% - 5 0.00% - -

10 Shabnam Properties Pvt. Ltd.

10 0.01% - 10 0.00% - -0.01%

11 Empire Stocks Pvt. Ltd.

10 0.01% - 10 0.00% - -0.01%

Total 1,87,820 100% 33,884 211,985 100% 47,785

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

sl. no.

Particulars shareholding at the beginning of the year

Cumulative shareholding during the year

no. of shares % of total shares of the company


1. Varun Jaipuria

At the beginning of the year 10,396 5.54% - -

01.01.2019 – Shares allotted consequent to conversion of Compulsorily Convertible Debentures and Compulsorily Convertible Preference Shares

9,355 4.41% 19,751 9.31%

At the end of the year 19,751 9.31% 19,751 9.31%

RJ CORP LIMITED

23

sl. no.





2. Dhara Jaipuria

At the beginning of the year 2243 1.19% - -

Change in percentage due to allotment of shares consequent to conversion of Compulsorily Convertible Debentures and Compulsorily Convertible Preference Shares on preferential basis on 01.01.2019

- 1.06% 2243 1.06%

At the end of the year 2243 1.06% 2243 1.06%

sl. no.





3. Devyani Jaipuria



- 2.60% 5511 2.60%


sl. no.





4. Ravi kant Jaipuria & sons (huF)

At the beginning of the year 1,69,645 90.30% - -


14,810 6.99% 184,455 87.01%


RJ CORP LIMITED

24

sl. no.





5. sellwell Foods & Beverages Private Limited


No Change - - - -


sl. no.





6. shabnam Properties Private Limited



- 0.00% 10 0.00%


sl. no.





7. Empire stocks Private Limited



- 0.00% 10 0.00%


(iv) shareholding Pattern of top ten shareholders (other than Directors, Promoters and holders of gDRs and ADRs): nIL

RJ CORP LIMITED

25

(v) shareholding of Directors and key Managerial Personnel:

sl. no.

For Each of the Directors and kMP shareholding at the beginning of the year




1 Varun Jaipuria

At the beginning of the year 10,396 5.54% - -


9,355 4.41% 19,751 9.31%


V. InDEBTEDnEss

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

secured Loans

excluding deposits

unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) 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 year

i) 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

VI. REMunERATIOn OF DIRECTORs AnD kEy MAnAgERIAL PERsOnnEL

[Please insert the bifurcation of the remuneration paid to following directors of the company.]

(` in million)

RJ CORP LIMITED

26

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

Sl. no. Particulars of Remuneration Vikas Keshri, Manager*

Total 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

0.01 0.01

2. Stock Option - -

3. Sweat Equity - -

4. Commission- as % of profit- others, please specify

- -

5. Others, please specify - -

Total (A) 0.01 0.01

Ceiling as per the Act N/A N/A

*Appointed w.e.f. March 27, 2019

B. Remuneration to other directors:

sl. no

Particulars of Remuneration

name of Directors Total Amount

1. Independent Directors

Rashmi Dhariwal Girish Ahuja

Fee for attending board / committee meetings

1.20 0.40 1.60

Commission - - -

Others, please specify

- - -

Total (1) 1.20 0.40 1.60

2. Other Non-Executive Directors

Ravi Kant Jaipuria Varun Jaipuria Raj P. Gandhi Total Amount

Fee for attending board / committee meetings

- - - -

Commission - - - -

Others, please specify

- - - -

Total (2) - - - -

Total (B)=( 1 +2) 1.60

Total Managerial Remuneration

1.61

Overall Ceiling as per the Act

Not Applicable

(` in million)

(` in million)

(` in million)(` in million)

RJ CORP LIMITED

27

C. REMunERATIOn TO kEy MAnAgERIAL PERsOnnEL OThER ThAn MD/MAnAgER/WTD

Key Managerial Personnel

1. Gross salary CS CFOLalit Kumar

Singh

Total

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

- 2.91 2.91

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - 0.23 0.23

(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 - 3.14 3.14

VII. PEnALTIEs / PunIshMEnT/ COMPOunDIng OF OFFEnCEs:

Type Section of the Companies

Brief 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 Nil

Compounding Nil Nil Nil Nil Nil

OThER OFFICERs In DEFAuLT

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil



DIN: 02465412



(` in million)(` in million)(` in million)

RJ CORP LIMITED

28

Independent Auditor’s Report

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, 2019, 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, 2019 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 2019, 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.

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

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

RJ CORP LIMITED

29

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 reasonableness of accounting estimates and related

disclosures made by management.

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.

RJ CORP LIMITED

30

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 ‘1’ 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;

(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 2019 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.

RJ CORP LIMITED

31

(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 notes 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.

For APAs & Co. Chartered Accountants

Firm Regn No. 000340C

sumit kathuria Partner

M No. 520078UDIN: 19520078AAAAFE2882


RJ CORP LIMITED

32

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) title deeds in respect of all immovable properties are held in the name of the company.

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 (1) 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.

RJ CORP LIMITED

33

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 (Rs. 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 10.17 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 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 31.03.2019.

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 not made any preferential allotment or private placement of shares or debentures

and hence reporting under clause 3(xiv) of the order is not applicable to the company.

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.


Firm Regn No. 000340CUDIN: 19520078AAAAFE2882


M No. 520078 Place : New DelhiDate : September 23, 2019

RJ CORP LIMITED

34

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, 2019, 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;

RJ CORP LIMITED

35

(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 2019, 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.


Firm Regn No. 000340C


M No. 520078 UDIN: 19520078AAAAFE2882


RJ CORP LIMITED

36

Balance sheet as at 31st March 2019 (` in millions, except as stated otherwise)

As at 31.03.2019

note As at 31.03.2018

Assets

non-current assets

(a) Property, plant and equipment 4 1,550.53 1,547.97

(b) Capital work in progress 4 0.63 0.21

(c) Other intangible assets 5 3.46 2.75

(d) Investment in subsidiaries and associates 6 7,948.13 7,748.33

(e) Financial assets

(i) Investments 7 6,463.19 6,310.09

(ii) Loans 8 67.19 49.91

(iii) Others 9 3.32 3.27

(f) Current tax assets 10 167.85 201.24

(g) Other non-current assets 11 43.87 43.38

Total non-current assets 16,248.16 15,907.14

Current assets

(a) Inventories 12 175.23 163.25

(b) Financial assets

(i) Trade receivables 13 0.45 16.42

(ii) Cash and cash equivalents 14 79.20 23.89

(iii) Loan 15 3,203.33 1,968.47

(iv) Others 16 141.53 159.57

(c) Other current assets 17 80.80 37.39

Total current assets 3,680.55 2,368.99

Total assets 19,928.71 18,276.13

Equity and liabilities

Equity

(a) Equity share capital 18 2.12 1.88

(b) Other equity 19

Equity contribution in compounded financial instruments 535.57 535.57

Reserve & surplus 9,073.24 3,648.06

Total equity 9,610.93 4,185.51

Liabilities

non-current liabilities

(a) Financial liabilities

(i) Borrowings 20A 7,128.59 10,356.17

(ii) Other financial liabilities 21 32.89 35.49

(b) Provisions 22 7.59 4.08

(c) Deferred tax liabilities (Net) 34 410.35 348.41

Total non- current liabilties 7,579.42 10,744.15

RJ CORP LIMITED

37

Balance sheet as at 31st March 2019 (` in millions, except as stated otherwise)

As at 31.03.2019

note As at 31.03.2018

Current liabilities


(i) Borrowings 20B 88.50 338.86

(ii) Trade payables 23 69.16 63.11

(iii) Other financial liabilities 24 2,466.96 2,792.61

(b) Other current liabilities 25 113.59 147.96

(c) Provisions 22 0.14 3.93

Total current liabilties 2,738.35 3,346.47

Total liabilities 10,317.77 14,090.62

Total equity and liabilities 19,928.71 18,276.13

Significant accounting policies 3

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

As per our report of even date attached.

For and on behalf of the Board of Directors of RJ CORP LIMITED

Raj P. gandhiDirectorDIN: 00003649

Place : New DelhiDated : September 23, 2019

(sumit kathuria)PartnerM. No. 520078

For APAs & Co.Chartered AccountantsFirm Regn. No. 000340C

Mahavir Prasad garg Company secretary

Ravi kant JaipuriaDirectorDIN: 00003668

Lalit kumar singhChief Financial Officer

RJ CORP LIMITED

38

statement of Profit and Loss for the year ended 31st March 2019 (` in millions, except as stated otherwise)

For the year ended 31.03.2019

notes For the year ended 31.03.2018

Income

Revenue from operations 26 886.95 777.16

Other income 27 559.41 426.76

Total income 1,446.36 1,203.92

Expenses

Purchases of traded goods 28 404.09 358.00

Changes in inventories of traded goods 29 (11.98) (39.96)

Employee benefits expense 30 102.79 94.05

Finance costs 31 1,488.32 1,319.20

Depreciation and amortization expense 32 26.84 24.65

Other expenses 33 268.81 204.44

Total expenses 2,278.86 1,960.38

Profit/(loss) before tax (832.50) (756.46)

Tax expense

(a) Current tax 34 - -

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

(c) Deferred tax - -

Total tax expense - -

net profit/(loss) for the reporting year (832.50) (756.46)

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 1.08 0.49

(ii) Re-measurement of equity instrument at fair value/gain on

sale of such instruments. 1,259.71 2,716.38

(iii) Income tax relating to items that will not be reclassified to

Statement of Profit and Loss 34 (61.93) (271.63)

Total other comprehensive income 1,198.86 2,445.24

Total comprehensive income for the year 366.36 1,688.78

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

Basic (`) (4,296.14) (4,027.60)

Diluted (`) (4,296.14) (4,027.60)











RJ CORP LIMITED

39

(` in millions, except as stated otherwise)standalone Cash Flow statement for the year ended 31 March 2019(Indirect method)

year ended 31.03.2019


A. Operating activities

Profit/ (Loss) before tax (832.50) (756.46)

Adjustments to reconcile profit before tax to net cash flows:

Depreciation on property, plant and equipment 25.69 23.08

Amortisation of intangible assets 1.15 1.57

Interest income on items at amortised cost (306.64) (254.01)

Excess provisions written back (3.69) (9.87)

Dividend income from non-current investment (139.72) (139.57)

Loss / (Gain) on remeasurment of equity instruments at FVTPL 1.67 0.06

Loss on sale of invesments/financial assets (net) - 2.80

Guarantee Commission income from subsidiary and associates (15.92) (10.27)

Interest on items at amortised cost 1,488.32 1,319.20

Loss on disposal of property, plant and equipment (net) 3.18 4.04

Unrealised foreign exchange fluctuation (93.21) -

Operating profit before working capital changes 128.33 180.57

Increase/(decrease) in inventories (11.98) (39.96)

Increase/(decrease) in trade receivables 19.66 (2.29)

Increase/(decrease) in current and non-current financial assets and

other current and non-current assets (55.40) 1,776.19

(Increase)/decrease in current financial liabilities and other

current and non-current liabilities and provisions (16.52) 2.33

Total cash from operations 64.09 1,916.83

Taxes (paid)/received (net of tax deducted at source) 33.39 (26.56)

net cash used in operating activities (A) 97.48 1,890.27

B. 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) (34.18) (24.07)

Purchase of investment (444.61) (2,728.10)

Proceeds from sale of investment (net of expenses) 1,349.76 2.39

Proceeds from disposal of property, plant and equipment and intangible assets 0.03 0.13

Loans given (1,039.31) (1,378.44)

Repayments of loan given 25.13 -

Change in other bank balances having maturity more than 12 months (0.05) (0.08)

Interest received 192.17 148.63

Dividend received 139.72 139.57

Investing activities 188.66 (3,839.96)

C. Financing activities

Proceeds from non-current borrowings 2,850.00 4,308.07

Repayment of non-current borrowings (2,340.01) (1,476.67)

Proceeds from issue of compulsorily convertible debentures 650.00 -

RJ CORP LIMITED

40

Change in short-term borrowings (250.36) -

Proceeds from equity share capital 0.26 -

Interest paid (1,140.72) (925.12)

Financing activities (230.82) 1,906.28

Cash flows 55.31 (43.41)

Add: Opening cash and cash equivalents 23.89 67.30

Closing cash and cash equivalents (Refer note-14) 79.20 23.89

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 01 April 2018 12,946.17 338.86

Cash Flows (Net) 1,159.99 (250.36)

non Cash Changes

Conversion of CCPS and CCDS into Equity (5,058.80) -

Impact of fair value changes 419.29 -

Balance as at 31 March 2019 9,466.64 88.50

Figures in brackets indicate cash outflow.



standalone Cash Flow statement for the year ended 31 March 2019(Indirect method) (` in millions, except as stated otherwise)



Particulars non-Current Borrowings Current Borrowings









RJ CORP LIMITED

41


(in Rs. million)

statement of changes in equity

A Equity share Capital

Equity shares of INR 10 each issued, subscribed and fully paid up

Particulars notes number of shares

Amount

Balance as at 31 March 2017 187,820 1.88

Changes in equity share capital during the year 2018 - -


Changes in equity share capital during the year 2019 24,165 0.24


B Other Equity

Particulars

notes

Promotor contribution

in equity

Reserve and surplus Other comprehensive

income (OCI)

Total

Capital reserve

security premium reserve

general reserve

Retained earnings

Balance as at 31 March 2017

- 2,216.45 600.13 41.78 (899.08) - 1,959.28

Profit for the year ended

(756.46) (756.46)

Other comprehensive income for the year ended:Re-measurement gains/(losses) on defined benefit plans (Net of deferred taxes)

0.49

0.49

Re-measurement of equity instruments on fair value/gain on sale of such instruments. (Net of deferred taxes)

2,444.75 2,444.75

Total comprehensive income for the year ended

- - - (756.46) 2,445.24 1,688.78

Transferred to retained earnings

2,445.24 (2,445.24) -

Equity contribution in compounded financial instruments

535.57 535.57

RJ CORP LIMITED

42


535.57 2,216.45 600.13 41.78 789.70 - 4,183.63

Profit for the year ended

(832.50) - (832.50)

On Conversion of Compulsorily Convertible Prefrence Shares & Compulsorily Convertible Debenture

5,058.82 5,058.82

Other comprehensive income for the year ended:Re-measurement gains/(losses) on defined benefit plans (Net of deferred taxes)

1.08

1.08

Re-measurement of equity instruments on fair value/gain on sale of such instruments. (Net of deferred taxes)

1,197.78 1,197.78

Total comprehensive income for the year ended

- - 5,058.82 - (832.50) 1,198.86 5,425.18

Transferred to retained earnings

1,198.86 (1,198.86) -


535.57 2,216.45 5,658.95 41.78 1,156.05 - 9,608.81

Particulars

notes

Promotor contribution

in equity

Reserve and surplus Other comprehensive

income (OCI)

Total

Capital reserve

security premium reserve

general reserve

Retained earnings









RJ CORP LIMITED

43

Summary of significant accounting policies and other explanatory information on the Standalone Financial Statements for the year ended 31 March 2019

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 23 September

2019 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.

RJ CORP LIMITED

44


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 the asset or transfer the liability takes place either:

• Intheprincipalmarketfortheassetorliability,or

• Intheabsenceofaprincipalmarket,inthemostadvantageousmarketfortheassetorliability.

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

With effect from 01 April 2018, the Company has adopted Ind AS 115, ‘Revenue from Contracts with Customers’ using

cumulative effect method which does not require comparative information to be restated in the financial statements. The

standard is applied retrospectively only to contracts that were not completed as at the date of initial application (i.e. 01 April

2018). There is no impact on retained earnings as at 01 April 2018. Moreover, the application of Ind AS 115 did not have any

impact on recognition and measurement of revenue from operations and other related items in the financial statements of

the Company.

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 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.

a) sale of goods:

Revenue from the sale of products is recognised upon transfer of control of products to the customers which coincides

with their delivery and is measured at fair value of consideration received/receivable, net of discounts, amount collected

on behalf of third parties and applicable taxes.

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”).

RJ CORP LIMITED

45


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

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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.

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

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the

inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of

a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly

specified in an arrangement.

Company as a lessee

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the

risks and rewards incidental to ownership to the Company is classified as a finance lease.

Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased property or, if

lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and

reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance

charges are recognised in finance costs in the Statement of Profit and Loss, unless they are directly attributable to qualifying

assets, in which case they are capitalized in accordance with the Company’s general policy on the borrowing costs. Contingent

rentals are recognised as expenses in the periods in which they are incurred.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Company

will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the

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asset and the lease term.

Operating lease payments are recognised as an expense in the Statement of Profit and Loss on a straight-line basis over the

lease term.

Company as a lessor

Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the

Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company’s net

investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of

return on the net investment outstanding in respect of the lease.

Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified

as operating leases. Rental income from operating lease is recognised on straight line basis over the term of the relevant

lease.

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

•ThedatethattheCompanyrecognisesrelatedrestructuringcost

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:

• Servicecostscomprisingcurrentservicecosts,past-servicecosts,gainsandlossesoncurtailmentsandnon-routine

settlements; and

• Netinterestexpenseorincome

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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 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.

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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.

3.11 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.

3.12 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 Statement of Profit

and Loss.

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

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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.

3.13 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.

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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.

Subsequent measurement

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.


integral part of the EIR. The amortisation is included as finance costs in the Statement of Profit and Loss.

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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 Statement

of Profit and Loss.

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.

3.14 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.

3.15 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

3.16 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.

3.17 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

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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.

3.18 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.

3.19 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.

3.20 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.

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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 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.

3.21 Recent accounting pronouncements

standards issued but not yet effective

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Ind As 116, Leases

Ind AS 116 Leases will replace the existing leases standard, Ind AS 17 Leases (Refer accounting policy 2.2 (d)). It introduces

a single, on-balance sheet lessee accounting model for lessees. A lessee recognises right-of-use (ROU) asset representing

its right to use the underlying asset on lease and a lease liability representing its obligation to make lease payments. The

standard is applicable from 1 April 2019.

The Company plans to apply Ind AS 116 initially on 1 April 2019, using the modified retrospective approach. On that date, the

Company will recognise a lease liability measured at the present value of the remaining lease payments using the lessee’s

incremental borrowing rate as at 1 April 2019 and corresponding ROU asset is measured at an amount equivalent to lease

liability. Therefore, there will be no effect of adopting Ind AS 116 on retained earnings as at 1 April 2019 and no restatement

of comparative information. In accordance with the standard, the Company will elect not to apply the requirements of Ind AS

116 to short-term leases and leases for which the underlying asset is of low value.

The Company has elected certain available practical expedients on transition to Ind AS 116.

The nature of expenses presently presented under “Rent” under the head “Other expenses” as per Ind AS 17, will now be

presented as per Ind AS 116 in the form of:

•AmortizationchargefortheROUasset.Further,ROUmaybesubjecttoimpairment,whereverindicatorsexist.

•Financecostfrominterestaccruedonleaseliability.

There will be consequent reclassifications in the cash flow categories in the Cash Flow Statement.

Certain stores and office premises, which are taken on operating lease will now be capitalised under Ind AS 116.

The Company has completed an initial assessment of the potential impact on its standalone financial statements but has

not yet completed its detailed assessment. The quantitative impact of adoption of Ind AS 116 on the standalone financial

statements in the period of initial application cannot be estimated reasonably as at present. However, the impact on transition

will be significant.

The following amended standards and interpretations are not expected to have a significant impact on the Company’s

financial statements:

- Appendix C to Ind AS 12, Income taxes

- Amendments to Ind AS 12, Income taxes

- Amendments to Ind AS 19, Employee Benefits

- Amendments to Ind AS 23, Borrowing Costs

- Amendments to Ind AS 28, Investments to Associates and Joint Ventures

- Amendments to Ind AS 103, Business Combinations

- Amendments to Ind AS 109, Financial Instruments

- Amendments to Ind AS 111, Joint Arrangements

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RJ CORP LIMITED

57


5 Intangible assets

gross carrying amount

Balance as at 01 April 2018 10.50 10.50

Additions for the year ended 1.86 1.86

Disposals for the year - -

Balance as at 31 March 2019 12.36 12.36

Amortisation and impairment


Amortisation charge for the year 1.15 1.15

Reversal on disposal of assets for the year - -


Carrying amount as at 31 March 2019 3.46 3.46



Additions for the year 0.84 0.84

Disposals for the year - -


Amortisation and impairment


Amortisation charge for the year 1.57 1.57

Reversal on disposal of assets for the year - -


Carrying amount as at 31 March 2018 2.75 2.74

6. Investments in subsidiary and Associates

Particulars Face value pershares/

Debenturein Rs.

As AT 31.03.2019 As AT 31.03.2018

number 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 Ltd. 10 17,492,540 131.90 17,492,540 131.90

Cryoviva International PTE Ltd-Singapore

1 SGD 280 0.01 280 0.01

Computer software

Computer software

Total

Total




RJ CORP LIMITED

58


Arctic International (Mauritius) Pvt. Limited.

1 USD 500,002 19.78 500,002 19.78

Devyani Food Industries Limited

10 12,490,080 436.15 12,490,080 436.15

Devyani International Limited 10 81,108,607 1,721.70 81,108,607 1,721.70

Diagno Labs India Private Limited

10 19,993,800 199.96 13,800 0.16

Modern Montessorie ( India) International (P) Limited

10 627,500 3.01 627,500 3.01

Snowpeak Enterprises Pvt. Ltd. (Formerly Mumbai Rockets Sports Pvt. Ltd.)

100 20,790 3.41 20,790 3.41

Anuj Traders (P) Ltd. 10 9,990 0.10 9,990 0.10

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 Pvt. Limited 100 SLR 535,725 23.44 535,725 23.44

Alisha Retail Private Lmited 10 19,990,400 199.90 19,990,200 199.90

Investment in Associates (unquoted)

In equity shares (at cost)

Lineage Healthcare Limited 10 24,800 0.25 24,800 0.25

Parkview City Limited 10 114,000 1.14 114,000 1.14

Capital Infracon Private Limited 10 990,000 6.91 990,000 6.91

Ratnakar Foods & Beverages Pvt. Ltd.

10 5,000 0.05 5,000 0.05

Africare Limited 100 KSHS 550 0.03 550 0.03

Agarwal Cold Drinks Pvt.Ltd. 10 2,500 0.03 2,500 0.03

Investment in equity shares in subsidiaries (at cost ) (quoted)

Varun Beverages Limited 10 55,822,345 4,663.10 55,822,345 4,663.10

Other Investment in subsidairy

-Guarantee given on behalf of :

Alisha Retail Private Lmited 26.65 26.65

Diagno Labs India Private Limited

22.19 22.19

Other Investment in Associates

-Guarantee given on behalf of :


Debenturein Rs.

As AT 31.03.2019 As AT 31.03.2018

number of shares/

Debentures


Debentures

Value


RJ CORP LIMITED

59


Africare Limited 9.80 9.80

Lineage Healthcare Limited 22.04 22.04

Total 7,948.13 7,748.33

Aggregate book value of quoted investments

4,663.10 4,663.10

Aggregate market value of quoted investments

48,378.44 35,134.58

Aggregate value of unquoted investments

3,285.02 3,085.22

* Ownership stakes in Diagno Labs India Private Limited increased from 69% to 99.97% with effect from 15 October 2018.

The Company has given financial guarantee to various banks on behalf of Alisha Retail Private Limited and Diagno Labs India

Private Limited, subsidiaries of the Company and on behalf of Africare Limited and Lineage Healthcare Limited, associates

of the Company for the purpose of servicing of loan taken by these subsidiaries and associates. Such financial guarantee has

been fair valued and recorded as an additional investment in subsidiary and associates, as the case may be.

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

7. Investments


Debenturein Rs.

As AT 31.03.2019 As AT 31.03.2018

number 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 Pvt. Ltd.)

10 2,000,000 1,029.06 2,020,000 1,279.55

Shabnam Properties Private Limited

10 15,680 3.44 15,680 3.44

Empire Stocks Pvt Limited 10 1,900 0.01 1,900 0.01

Lemon Tree Hotels Limited 10 - - 78,748,368 4,409.91

Sellwell Foods & Beverages Pvt.Ltd.

10 2,000 0.02 2,000 0.02

Pinnacle Infracon Ltd. 10 100 0.00 100 0.00

Investment in equity shares (quoted) (at fair value through OCI)

Lemon Tree Hotels Limited 10 53,427,784 4,308.95 - -

Caiptal India Finance Limited 10 3,811,320 514.53 167,400 8.31


Debenturein Rs.

As AT 31.03.2019 As AT 31.03.2018

number of shares/

Debentures


Debentures

Value



RJ CORP LIMITED

60


Investment in equity shares (quoted) (at fair value through profit & loss )

Cosmo Films Ltd 10 110 0.02 110 0.03

Cosmo Ferrites Ltd. 10 200,000 2.96 200,000 4.40

JAYKAY ENTERPRISES LIMITED 1 9,877 0.06 9,877 0.06

J.K.Cement Ltd. 10 2,233 1.94 2,233 2.27

Jamna Auto Industries Ltd 5 1,380 0.09 1,380 0.11

Pasupati Acrylon Limited 10 45 0.00 45 0.00

Rama Vision Ltd. 10 33,100 0.19 33,100 0.63

Welcure Drugs Ltd. 10 28,900 0.02 28,900 0.02

ICICI Bank Ltd. 2 4,500 1.80 4,500 1.25

Aravali Securities and Finance Ltd.

10 25,000 0.10 25,000 0.09

Reliance Industries Limited 10 2 0.00 2 0.00

In compulsorily convertible debentures(at amortised cost) in associates

6 year Compulsorily Convertible Debentures (Fully Paid up)

Parkview City Ltd.* 1,000 600,000 600.00 600,000 600.00

Total 6,463.19 6,310.09

Aggregate book value of quoted investments

4,830.65 8.84

Aggregate market value of quoted investments

4,830.65 8.84

Aggregate value of unquoted investments

1,632.53 6,292.93

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

8.Loans

As at 31.03.2019

As at 31.03.2018

Loans carried at amortised cost(Unsecured, considered good)

Security Deposit 67.19 49.91

67.19 49.91


Debenturein Rs.

As AT 31.03.2019 As AT 31.03.2018

number of shares/

Debentures


Debentures

Value



RJ CORP LIMITED

61


9.Others

As at 31.03.2019 As at 31.03.2018

Financial assets at amortised cost

Bank deposit accounts with more than 12 months maturity 3.32 3.27

3.32 3.27

* Include receipts with lien marked with banks against guarantees issued in favour of various government departments Rs.

3.32 million (31 March 2018: Rs. 2.23 million)

10. Current tax assets

As at 31.03.2019 As at 31.03.2018

Income tax assets 167.85 201.24

167.85 201.24

11. Other non-current assets

As at 31.03.2019 As at 31.03.2018

(Unsecured, considered good)

Capital advances 1.17 0.44

Advances other than capital advances

- Security deposits 3.07 1.85

- Balance with statutory authorities (includes amount paid under protest) 7.95 7.95

- Prepaid expenses 31.68 33.14

43.87 43.38

12. Inventories

As at 31.03.2019 As at 31.03.2018

(valued at lower of cost or net realisable value)

Traded goods 175.23 163.25

175.23 163.25

13. Trade receivables

As at 31.03.2019 As at 31.03.2018

Unsecured, considered good 0.45 16.42

Unsecured, considered doubtful - 3.69

0.45 20.11

Less : Allowance for doubtful debts - 3.69

0.45 16.42






RJ CORP LIMITED

62


14. Cash and cash equivalents

As at 31.03.2019 As at 31.03.2018

Balance with banks in current accounts 78.48 23.26

Cash on hand 0.73 0.63

79.20 23.89

15. Loans

As at 31.03.2019 As at 31.03.2018

Loans carried at amortised cost

Loan to related parties 2,110.42 1,503.55

Loan to others 1,092.91 464.91

3,203.33 1,968.47

Loans to related parties pertain to amounts due from subsidiary in which director of the Company is a director.

Africare limited 497.86 395.24

Cryoviva International Pte 245.68 252.83

Wellness Holdings Limited 168.28 126.37

Loan to other subsidiaries :

Arctic International Pvt Ltd 1,198.59 729.11

16. Other financial assets

As at 31.03.2019 As at 31.03.2018


Interest accrued on:

-Loan given 130.69 152.43

-Term deposits 0.21 0.18

Other receivables 10.62 6.96

141.53 159.57

Interest accured include amount due by subsidiary/associates company

i)Parkview City Limited 64.80 37.64

17. Other current assets

As at 31.03.2019 As at 31.03.2018


Other advances :

-Employees 0.43 1.35

-Contractors and suppliers 20.22 19.40

-Prepaid expenses 2.63 0.93





RJ CORP LIMITED

63


-Balance with statutory/government authorities 7.32 15.62

- Security deposits 50.00 -

-Advances to subsidiaries 0.20 0.10

80.80 37.39

Advance to subsidiary include amount due by following subsidiary companies:

i) AccorBev Telangana Pvt Ltd. 0.20 0.10

Security deposits include amount due by following subsidiary companies:

i) Lineage Healthcare Limited 50.00 -

18. Equity share capital

As at 31.03.2019 As at 31.03.2018

Authorised share capital

1,281,850,000 (March 31, 2018: 1,281,850,000) equity shares of Rs. 10 each 12,818.50 12,818.50

12,818.50 12,818.50

Issued, subscribed and fully paid-up

211,985 (March 31, 2018: 187,820) equity shares of Rs. 10 each 2.12 1.88

2.12 1.88

a) Reconciliation of share capital

Particulars no. of shares Amount

Balance as at 01 April 2018 187,820 1,878,200

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 211,985 2,119,850

Particulars


Changes in equity share capital during the year - -


*During the 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 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.

As at 31.03.2019 As at 31.03.2018



RJ CORP LIMITED

64


b) Terms/rights attached to shares

The holders of the equity shares are entitled to receive dividends as declared from time to time, and are entitled to voting

rights proportionate to their share holding at the meetings of shareholders.

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 2019 no. of shares %

Ravi Kant Jaipuria & Sons (HUF) 184,455 87.01%

Mr. Varun Jaipuria 19,751 9.32%

shareholders as at 31 March 2018 no. of shares %

Ravi Kant Jaipuria & Sons (HUF) 169,645 90.32%

Mr. Varun Jaipuria 10,396 5.54%

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) Preference share capital

The Company also has authorised preference share capital of 18,000,000 (31 March 2018: 18,000,000) preference shares of

`100 each. During the 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

As at 31.03.2019 As at 31.03.2018

Capital reserve

Balance at the beginning of the reporting year 2,216.45 2,216.45

Balance at the end of the reporting year 2,216.45 2,216.45

general reserve

Balance at the beginning of the reporting year 41.78 41.78

Balance at the end of the reporting year 41.78 41.78

securities premium reserve

Balance at the beginning of the reporting year 600.13 600.13

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 -

Balance at the end of the reporting year 5,658.95 600.13

surplus in the statement of profit and loss

Balance at the beginning of the reporting year 789.70 (899.08)

Add: Profit for the reporting year (832.50) (756.46)

(42.80) (1,655.55)

Add: Items of other comprehensive income (‘’OCI’’) recognised directly in retained earnings


RJ CORP LIMITED

65


Re-measurement of equity instrument at fair value, net of tax 1,197.78 2,444.75

Remeasurement of post-employment benefit obligation, net of tax 1.08 0.49

Balance at the end of the year 1,156.05 789.70

Reserve & surplus 9,073.24 3,648.06


9,608.81 4,183.63

Description of nature and purpose of each reserve:

Capital reserve - Created on merger of Devyani Enterprises Pvt ltd, Devyani Oversease Pvt Ltd, Farm2Plate Dairy Produce

Pvt Ltd, Devyani Hotels Pvt Ltd, Universal Dairy Product Private Ltd with the Company pursuant to and in accordance with the

Court approved scheme of amalgamation, prior to the transition date.

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.

20. Borrowings

A. non-current borrowings:

As at 31.03.2019 As at 31.03.2018

Debentures

-Compulsorily convertible debentures (unsecured) 592.70 1,709.45

Term loans (secured)

'-Indian rupee loans from banks 2,164.31 1,858.47

'-Indian rupee loan from a financial institutions/others 4,371.58 4,208.90

Compulsorily convertible preference shares (unsecured) - 2,579.34

7,128.59 10,356.17

a) Terms and conditions of issue and conversion of Compulsorily convertible preference shares (CCPs) are as under:

CCPS shall be compulsorily and mandatorily convertible into equity shares upon expiry of fifteen years from the allotment

date at a price which shall be calculated at the valuation of the Company computed by an independent valuer. The said CCPS

may also be compulsorily and mandatorily convertible into equity shares earlier on the occurance of certain events at the

option of the investor into such number of equity shares so as to enable Investor having such shareholding percentage in the

company equal to Investor Exit Consideration in terms of Investment and Shareholders’ Agreement dated 15th September,

2014 and supplementary agreement dated 28 August 2017.

The holders of compulsorily convertible preference shares have no rights to receive notices of, attend or vote at general

meetings except in certain limited circumstances. During the year, the said CCPS has been converted into equity shares. 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.

As at 31.03.2019 As at 31.03.2018 (` in millions, except as stated otherwise)

RJ CORP LIMITED

66


b) The Company has complied with all the loan covenants.

B. Current borrowings:

As at 31.03.2019 As at 31.03.2018

Loans repayable on demand

Loan from related party (unsecured) carrying rate of interest @12% 87.70 338.06

Others loan carrying rate of interest @12% 0.80 0.80

88.50 338.86

C. Terms and conditions/details of securities for loans are as under:

name of the bank/instrument As at 31.03.2019 As at 31.03.2018

non-current Current non-current Current

Term Loans

Indian rupee loan from banks (secured)

Loans taken from Yes bank carrying rate of interest of 9%

(10.25% upto September 30, 2017). 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.

339.56 100.00 434.47 50.00

Loans taken from Yes bank carrying rate of interest of 8.9%

. This loan is repayable in 16 quarterly installments of 31.25

starting from March 2019.



assets including security deposits.

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

and

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

340.07 125.00 463.29 31.25

` in million, except as stated otherwise

RJ CORP LIMITED

67


Loans taken from Indusind bank carrying rate of interest of

9.1%. 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:


assets

b) Pledge of fully paid-up unencumbered equity shares of the

Company as held by one of the promoters.



766.89 200.00 960.71 -

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.



assets

b) Pledge of fully paid-up unencumbered equity shares of the

Company as held by one of the promoters.



717.79 15.00 - -

Indian rupee loan from others (secured)

Loan 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 September 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.

- 139.90 187.64 600.00

Loan taken from Kotak Mahindra Prime Limited carrying rate

of interest rate of 11.25% for first month, 15.35% for next

three months and 9.9% thereafter. This loan is repayable in 48

monthly installments of Rs. 20.83 starting from January 2018

to Decemeber 2021.

432.82 250.00 679.18 250.00




RJ CORP LIMITED

68



of interest of 9.90%. This loan is repayable in 42 monthly

installments of Rs. 23.81 starting from May 2019 to October

2022.

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.

d) Personal guarantee of RK Jaipuria & Sons (HUF).

738.10 261.90 1,000.00 -


of interest of 9.25% till April 2018 and 9.75% thereafter. This

loan is repayable in bullet at the end of one year.

This Term Loan from Kotak Mahindra Prime Ltd. is secured

by :

a) Pledge of some of the Quoted/Unquoted Equity Shares held

by the company.

b) Extension of charge over pledge of 6% equity shares of the

Company and pledge of additional 1.5% equity shares of the

Company as held by promoters.

c) Hypothecation over one of the current account of the

Company.


- - - 500.00


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 - -



installments of Rs. 29.16 starting from June 2019 to May

2023.

1,108.33 291.67 - -



installments of Rs. 12.50 starting from March 2020 to

February 2024.

587.50 12.50 - -




RJ CORP LIMITED

69


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).

d) Corporate guarantee of RK Jaipuria & Sons (HUF).

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.

297.50 255.00 552.50 212.50

Loan from Clix Capital Services Private Limited carrying rate

of interest 10.75%.This loan is repayable in bullet at the end of

four months from drawdown..

- - - 500.00

Loan from Clix Capital Services Private Limited carrying

rate of interest 10%. 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.

Above Term Loans from Clix Sapital Services Private Limited

is secured by :


assets.

b) Pledge of Unquoted Equity Shares as held by the company

of one of the subsidiary company .

d) Personal guarantee of one of the Directors of the company

and its concern.

325.00 178.75 503.75 146.25




RJ CORP LIMITED

70


Loan from Axis Finance Limited carrying rate of interest 9.5%.

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

662.05 333.33 992.80 -

Loan from Axis Finance Limited carrying rate of interest 9.3%.

This loan is repayable in 12 Quarterly instalments of Rs.25

starting from September 19 to June 2022.


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

220.29 75.00 293.05 -

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

750000 29-03-2012 1000

400000 26-03-2015 1000

600000 26-03-2015 1000

b) The CCD's carry a rate of Interest of 4% for the 1st year, 6%

for the 2nd year, 8% for the 3rd year, 10% for the 4th year and

12% for the last 5th & 6th year from the date of allotment.

c) The CCD's shall have a tenure of 6 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.

d) Term of Conversion of 750000 debentures of face value of

1000 which was originally issued on 29-03-2012 has been

extended for a period of two years i.e upto March 26, 2020 at a

coupan rate of 12%.

e) 750000 debentures and 400000 debentures of face value of

1000 which was originally issued on 29-03-2012 and 26-03-

2015 respectively, were converted into equity shares during

the year.

592.70 - 1,709.45 -




RJ CORP LIMITED

71


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

300000 12-06-2012 1000

b) The CCD's carry a rate of Interest of 8% for the 1st & 2nd

year, 10% for 3rd & 4th year, 12% for 5th & 6th year from the

date of their allotment.

c) The CCD's shall have a tenure of 6 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.

d) The CCD's were converted into equity shares during the

year.

- - - 300.00

Total 7,128.59 2,338.05 7,776.83 2,590.00

There has been no defaults in repayment of any of the loans or interest thereon as at the end of the year.

21. Other non-current financial liabilities

As at 31.03.2019 As at 31.03.2018

Security deposit 32.89 35.49

32.89 35.49

22. Provisions

As at 31.03.2019 As at 31.03.2018

non-current

Defined benefit liability (net) (refer note 35) 4.17 2.05

Other long term employee obligations 3.42 2.03

7.59 4.08

Current

Defined benefit liability (net) 0.06 2.59

Other short term employee obligations 0.08 1.34

0.14 3.93




RJ CORP LIMITED

72

23. Trade payables

As at 31.03.2019 As at 31.03.2018

Total outstanding dues of-

Micro and small enterprises (refer note 42) - -

Others 69.16 63.11

69.16 63.11

24. Other current financial liabilities

As at 31.03.2019 As at 31.03.2018

Current maturities of long-term debts 2,338.05 2,590.00

Interest accrued but not due on borrowings 121.05 195.14

Employee related payables 3.85 4.21

Retention money payable 0.90 0.38

Other payable 0.00 0.08

Capital Creditor (refer note 42) 3.10 2.80

2,466.96 2,792.61

25. Other current liabilities

As at 31.03.2019 As at 31.03.2018

Advances from customers 38.08 38.13

Statutory dues payable 20.59 41.49

Deferred income 54.92 68.33

113.59 147.96

26. Revenue from operations



Revenue from operations (gross)

sale of products


sale of services

Commission income 11.48 34.45

Other operating revenue

Lease rental income 107.61 98.48

886.95 777.16


RJ CORP LIMITED

73

27. Other income



Interest income on items at amortised cost:

-bank deposits 0.22 0.11

-loan to subsidiaries 127.47 78.84

-loan to others 73.22 127.55

-Compulsary convertible debentures 72.00 41.82

-other financial instruments 8.70 5.68

-others 25.03 0.01

Net gain on foreign currency transactions and translations 93.21 12.98

Excess provisions written back 3.69 9.87

Dividend income from non-current investment 139.72 139.57

Guarantee Commission income from subsidiary and associates 15.92 10.27

Miscellaneous Income 0.22 0.06

559.41 426.76

28. Purchases of traded goods



Traded Goods 404.09 358.00

404.09 358.00

29. Changes in inventories of traded goods



As at the beginning of the reporting period/year


163.25 123.29

As at the closing of the reporting period/year


175.23 163.25

(11.98) (39.96)


RJ CORP LIMITED

74

30. Employee benefits expense



Salaries and wages 91.53 84.53

Contribution to provident and other funds 5.72 5.55

Staff welfare expenses 5.54 3.98

102.79 94.05

31. Finance costs



Interest on items at amortised cost:

-Term loans 841.64 572.07

-Compulasary convertible debentures 251.30 248.94

-Compulasary convertible preference shares 379.46 156.21

-Others 15.93 122.57

Interest on item at FVTPL:

-Compulasary convertible preference shares - 208.42

Other ancillary borrowing costs:

- Processing fees - 10.99

1,488.32 1,319.20

32. Depreciation and amortisation expense



Depreciation on property, plant and equipment 25.69 23.08


26.84 24.65

33. Other expenses



Power and fuel 13.88 11.15

Repairs to buildings 2.35 2.27

Other repairs 25.82 19.87

Consumption of stores and spares 1.25 1.13

Rent (refer note 41) 168.39 130.83

Rates and taxes 3.61 2.90


RJ CORP LIMITED

75

Insurance 0.47 0.74

Printing and stationery 0.78 0.73

Communication 5.17 3.65

Travelling and conveyance 5.14 4.94

Directors' sitting fee 1.60 0.20

Payment to the auditors as

Audit and reviews 0.95 0.60

Other matters 0.38 0.02

Vehicle running and maintenance 1.25 1.12

Lease and hire 0.60 -

Security and service charges 0.94 0.95

Professional and consultancy 13.98 5.06

Bank charges 8.95 10.00

Advertisement and sales promotion 1.39 1.02

Distribution expenses - 0.02

Bad debts written off 3.65 -

Donations 0.01 0.02


Loss on remeasurment of equity instruments at FVTPL 1.67 0.06

Loss on sale of invesments/financial assets (net) - 2.80

General office and other miscellaneous 3.39 0.33

268.81 204.44

34. Income Tax

(a) Amounts recognised in the statement of Profit and Loss comprises:

For the year ended 31 March 2019


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 61.93 271.63

61.93 271.63




RJ CORP LIMITED

76

(c) Reconciliation of tax expense between accounting profit at applicable tax rate and effective tax rate:



Profit/(Loss) before tax (832.50) (756.46)

Tax using the Company's domestic tax rate (22.88% (31 March 2018: 26%) (190.48) (196.68)

Effect of :

Change in unrecognised temporary differences 9.18 11.20

Unrecognised tax losses 142.92 64.02

Rate change impact on deferred tax * (34.64) 33.85

Permanent differences 83.18 92.13

Others (10.17) (4.52)

Income tax expense at effective tax rate reported in the statement of Profit and Loss

- -

* Represents the change in enacted tax rate as on the reporting date.

(d) Deferred tax assets/liabilities

Deferred tax assets (Deferred tax liabilities) net deferred tax assets / (liabilities)

As at31 March

2019

As at31 March

2018

As at31 March

2019

As at31 March

2018

As at31 March

2019

As at31 March

2018

Property, plant and equipment and intangible assets (net)

6.10 5.97 6.10 5.97

Employee related provisions and liabilities

1.77 2.08 1.77 2.08

Allowances for Doubtful Debts - 0.96 - 0.96

Financial instruments at amortised cost/FVTPL

(14.20) (26.64) (14.20) (26.64)

MAT Credit 27.10 27.10 27.10 27.10

Equity instruments as Fair Value (410.35) (348.41) (410.35) (348.41)

Tax losses 412.46 306.29 412.46 306.29

Capital losses 48.78 37.46 48.78 37.46

482.01 353.22 (410.35) (348.41) 71.66 4.81

Deferred tax liabilities (410.35) (348.41)

Deferred tax assets 482.01 353.22

Deferred tax assets (not recognised) 482.01 353.22

* As at 31 March 2019 and As at 31 March 2018, the Group has significant unabsorbed depreciation and carry forward losses.

The Group has not recognised deferred tax assets in respect of deductible temporary difference, unused tax losses and

unabsorbed depreciation as of March 31, 2019 and March 31, 2018 respectivley it is not probable that taxable profit would

be available.


RJ CORP LIMITED

77

(e) Movement of temporary differences (Recognised)

As at31 March

2017

Recognised in Profit or Loss during

2017-18

Recognised in OCI during

2017-18

As at31 March

2018

Recognised in Profit or Loss during

2018-19

Recognised in OCI during

2018-19

As at31 March

2019

Equity instruments as Fair Value

(76.78) - (271.63) (348.41) - (61.93) (410.35)

(76.78) - (271.63) (348.41) - (61.93) (410.35)

(f). Tax losses and tax credits for which no deferred tax asset was recognised expire as follows:

As at 31 March 2019 As at 31 March 2018

gross Amount unrecognised Tax Effect

gross Amount unrecognised Tax Effect

unabsorbed depreciation never expire

76.38 19.86 60.36 15.69

Losses

FY 2012-13 upto FY 2020-21 29.86 7.76 29.86 7.76

FY 2014-15 upto FY 2022-23 50.50 13.13 50.50 13.13

FY 2015-16 upto FY 2023-24 153.93 40.02 153.93 40.02

FY 2016-17 upto FY 2024-25 504.23 131.10 504.23 131.10

FY 2017-18 upto FY 2025-26 472.17 122.76 379.14 98.58

FY 2018-19 upto FY 2026-27 515.59 134.05 NA NA

1,726.28 448.82 1,117.66 290.59

1,802.66 468.69 1,178.02 306.28

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:



RJ CORP LIMITED

78

gratuity Compensated Absences

31 March 2019 31 March 2018 31 March 2019 31 March 2018

Changes in present value are as follows:

Balance at the beginning of the year 4.63 3.27 3.38 2.50

Past service cost - 0.50 - -

Current service cost 1.11 1.15 1.13 1.11

Interest cost 0.36 0.24 0.26 0.18

Benefits settled (0.80) (0.03) (1.24) (0.66)

Actuarial loss/(gain) (1.08) (0.49) (0.03) 0.24

Balance at the end of the year 4.23 4.63 3.51 3.38



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 4.23 4.63 3.51 3.38

Fair value of plan assets - - - -

net liability recognised in the Balance sheet 4.23 4.63 3.51 3.38



Amount recognised in statement of Profit and Loss:

Current/past service cost 1.11 1.65 1.13 1.11

Interest expense 0.36 0.24 0.26 0.18

Expected return on plan assets - - - -

Actuarial loss/(gain) - - (0.03) 0.24

net cost recognised 1.47 1.89 1.37 1.54


RJ CORP LIMITED

79



Amount recognised in Other Comprehensive Income:

Actuarial changes arising from changes in financial assumptions

0.07 (0.15) - -

Actuarial changes arising from Experience Adjustment

(1.15) (0.34) - -

Amount recognised (1.08) (0.49) - -



Assumptions used:

Mortality IALM (2006-08) ultimate

IALM (2006-08) ultimate



Discount rate 7.65% 7.80% 7.65% 7.80%

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 2019 and 31 March 2018 is as shown below:

sensitivity level gratuity Compensated Absences

31 March 2019 31 March 2018 31 March 2019 31 March 2018 31 March 2019 31 March 2018

Discount rate+1% +1% (0.48) (0.33) (0.45) (0.32)

-1% -1% 0.53 0.37 0.49 0.35

Salary increase+1% +1% 0.54 0.38 0.50 0.36

-1% -1% (0.49) (0.34) (0.45) (0.32)

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 (2006-08) ultimate table. A change in mortality rate will have a bearing on the plan's liability.


RJ CORP LIMITED

80

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:


31 March 2019

31 March 2018

31 March 2019

31 March 2018

i) Weighted average duration of the defined benefit obligation 20.98 years 20.98 years 20.98 years 20.98 years

ii) Duration of defined benefit obligation

Duration (years)

1 0.06 2.59 0.08 1.34

2 0.06 0.02 0.07 0.05

3 1.28 0.03 0.07 0.04

4 0.05 0.04 0.54 0.04

5 0.06 0.04 0.05 0.04

6 0.05 0.04 0.05 0.04

Above 6 2.66 1.88 2.63 1.83

4.23 4.63 3.51 3.38

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 ` 5.72 (31 March 2018 ` 5.55)

36 Earnings per share (EPs)

As at 31 March 2019

As at 31 March 2018

Profit attributable to the equity shareholders (832.50) (756.46)

Weighted average number of equity shares outstanding during the year for calculating basic earning per share (nos.)

193,778 187,820

Weighted average number of equity shares for calculation of diluted earnings per share (nos.)

193,778 187,820

Nominal value per equity shares (`) 10.00 10.00

Basic earnings per share (`) (4,296.14) (4,027.60)

Diluted earnings per share (`) (4,296.14) (4,027.60)

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 cannot be estimated reliably at this stage.



RJ CORP LIMITED

81

37 Contingent liabilities and commitments

As at 31 March 2019

As at 31 March 2018

a. Guarantees issued on behalf of subsidiary and other companies# 3,116.14 2,223.71 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 13.66 12.02 iii For income tax 69.22 69.22

38 Capital commitments

As at 31 March 2019

As at 31 March 2018

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

1.35 1.76

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

Mr. Rajesh Chopra Director (upto 30/04/2018)

Mr. Prashant Purkar Director (upto 19/12/2017)

Mr. Sanjoy Mukarjee Director (upto 30/09/2018)

Mr. Ravindra Dhariwal Director (upto 30/03/2018)

Ms. Rashmi Dhariwal Director (wef 01/04/2018)

Mr. Girish Ahuja Director (wef 01/04/2018)

Mr. S.V. Singh Whole time Director (upto 30/04/2018)

Mr. Ravi Kant Jaipuria Director

Mr. Parth Dasharathlal Gandhi Director (upto 31/10/2017)

Mr. Lalit Singh CFO

Mrs. Monika Bhardwaj CS (upto 15/03/2018)

Mr. Mahavir Prasad Garg CS (W.e.f 16/03/2018)




RJ CORP LIMITED

82

III Wholly owned subsidiary:

- Wellness Holdings Limited

- Arctic International (Mauritius) Pvt. Limited

- Anuj Traders (P) Ltd. (upto 08/09/2017)

- AccorBev (Telangana) Private Limited

IV subsidiaries:

- Africare Limited (upto 04/12/2017)

- Anuj Traders Private Ltd. (wef 08/09/2017)

- Cryoviva Biotech Private Limited

- Devyani Food Industries Limited

- Devyani International Limited

- Diagno Labs Private Limited

- Lineage Healthcare Limited (upto 31/08/2017)

- Modern Montessorie ( India) International Private Limited

- Empire Stocks Private Limited (upto 31/08/2017)

- Parkview City Limited (upto 31/08/2017)

- Snowpeak Enterprises Private Limited

- SVS ( India ) Private Limited

- Cryoviva International PTE Ltd-Singapore

- Alisha Retail Private Limited (wef 28/07/2017)

- Varun Beverages Limited

- Varun Beverages Lanka Private Limited

V Associates**:

- Lineage Healthcare Limited (wef 31/08/2017)

- Alisha Retail Private Limited (upto 28/07/2017)

- Africare Limited (wef 04/12/2017)

- ParkView City Limited (wef 31/08/2017)

VI Entities where kMPs or relatives of kMPs exercise significant influence**:

- Empire Stocks Private Limited (wef 31/08/2017)

- Shabnam Properties Private Limited

- Champa Devi Jaipuria Charitable Trust

- Accor Solar Energy Private Limited

VII Relatives of kMPs**

- Meenu Singh

- Devyani Jaipuria

*The status above is given based on merged holding of the transferee company including holding of transferor companies.

However the actual transfer is effected wef 07/09/2017 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.


RJ CORP LIMITED

83

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RJ CORP LIMITED

84

Sum

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r ex

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form

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1 M

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201

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RJ C

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F 1

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34.

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201

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Sum

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111

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RJ CORP LIMITED

88


41 The Company has taken various premises and other fixed assets on operating leases. The lease agreements generally

have a lock-in-period of 3 months to 5 years and are cancellable at the option of the lessee thereafter. Majority of the leases

have escalation terms after certain years and are extendable by mutual consent on expiry of the lease. During the year, lease

payments under operating leases amounting to ` 168.39 (31 March 2018 ` 130.83) have been recognised as an expense in

the Statement of Profit and Loss.

Non-cancellable operating lease rentals payable (minimum lease payments) for these leases are as follows:

As at 31 March 2019

As at 31 March 2018

Payable within one year 55.36 19.98

Payable between one and five years 14.67 21.64

Payable after five years - -

Total 70.04 41.62

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 March 2019

As at 31 March 2018

The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year

- principal amount 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.

- -

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; and

- -

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.



RJ CORP LIMITED

89


Particulars For the year ended 31 March 2019


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:

Particulars As at 31 March 2019

As at 31 March 2018

Non-current borrowings other than compulsorily convertible preference shares and compulsorily convertible debentures (Refer note 20A)

6,535.89 6,067.38

Current borrowings (Refer note 20B) 88.50 338.86

Current maturities of long-term debts (Refer note 20C) 2,338.05 2,590.00

8,962.44 8,996.23

Less: Cash and cash equivalents (Refer note 14) 79.20 23.89

net debt 8,883.24 8,972.34

Equity share capital (Refer note 18) 2.12 1.88

Other equity (Refer note 19) 9,073.24 3,648.06

Compulsorily convertible preference shares (Refer note 20A) - 2,579.34

Compulsorily convertible debentures (Refer note 20A) 592.70 1,709.45

Total capital 9,668.06 7,938.73

Capital and net debt 18,551.30 16,911.07

gearing ratio 47.88% 53.06%

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.



RJ CORP LIMITED

90

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 Singapaur 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 2019

Financial assets

(a) Loans to related parties 26.96 4.81

Total financial assets 26.96 4.81

31 March 2018

Financial assets

(a) Loans to related parties 19.23 5.09

Total financial assets 19.23 5.09

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 2018: 1%) and a +/- 1% change is considered for the INR/SGD exchange

rate (31 March 2018: 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 2018: 1%) and SGD by 1% (31 March 2018: 1%), the following

would have been the impact:

Profit for the year Equity

usD sgD usD sgD

31 March 2019 (18.65) (2.46) (18.65) (2.46)

31 March 2018 (12.51) (2.53) (12.51) (2.53)




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91

If the INR had weakened against the USD by 1% (31 March 2018: 1%) and SGD by 1% (31 March 2018: 1%), the following would

have been the impact:


usD sgD usD sgD

31 March 2019 18.65 2.46 18.65 2.46

31 March 2018 12.51 2.53 12.51 2.53

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 2018: +/- 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 2019 (88.74) 88.74 (88.74) 88.74

31 March 2018 (83.57) 83.57 (83.57) 83.57

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:


As at 31 March 2018

Classes of financial assets-carrying amounts:

Investments (non-current) 6,463.19 6,310.09

Loans to related parties 3,203.33 1,968.47

Trade receivables 0.45 16.42

Loans 67.19 49.91

Cash and cash equivalents 79.20 23.89

Other financial assets (current and non-current) 144.85 162.84

9,958.21 8,531.61





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92

The maximum exposure to the credit risk at the reporting date is primarily from loan to subsidiaries 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.

As at 31 March 2019, the Company’s non-derivative financial liabilities have contractual maturities (excluding interest

payments thereon) as summarised below:

31 March 2019 0 to 1 year 1 to 5 years Later than 5 yearsBorrowings (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 -

This compares to the maturity of the Company’s non-derivative financial liabilities in the previous reporting periods as

follows:

31 March 2018 0 to 1 year 1 to 5 years Later than 5 yearsBorrowings (current and non-current) 2,928.86 10,356.17 - Trade payables 63.11 - - Other financial liabilities (current and non-current) 202.61 35.49 - Total 3,194.58 10,391.66 -




RJ CORP LIMITED

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46 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 cost


Financial assets

Fair value through profit and loss ('FVTPL')

(i) Non-current financial assets

(a) Investment (non-current) Level 1 7.17 8.84 7.17 8.84

Fair value through other comprehencive income ('FVTOCI')


(a) Investment (non-current) Level 2 4,823.48 4,418.22 4,823.48 4,418.22

Level 3 1,032.53 1,283.02 1,032.53 1,283.02

Amortised cost

(i) non-current financial assets

(a) Investment in Compulsorily convertible debenture in Subsidiary/Associates

600.00 600.00 600.00 600.00

(b) Loans 67.19 49.91 67.19 49.91

(c) Other 3.32 3.27 3.32 3.27

(ii) Current financial assets

(a) Trade receivables 0.45 16.42 0.45 16.42

(b) Cash and cash equivalents 79.20 23.89 79.20 23.89

(c ) Loan 3,203.33 1,968.47 3,203.33 1,968.47

(d) Other 141.53 159.57 141.53 159.57

Total 9,958.21 8,531.61 9,958.21 8,531.61


Amortised cost

(i) Non-current borrowings (excluding those disclosed under FVTPL category above)

7,128.59 10,356.17 7,128.59 10,356.17

(ii) Others Non Current financial liabilities

32.89 35.49 32.89 35.49

(iii) Current financial liabilities

(a) Borrowings 88.50 338.86 88.50 338.86

(b) Trade payables 69.16 63.11 69.16 63.11

(c) Other 2,466.96 2,792.61 2,466.96 2,792.61

Total 9,786.10 13,586.24 9,786.10 13,586.24



RJ CORP LIMITED

94

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 :

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)

Investment in 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)


RJ CORP LIMITED

95

Compulsorily convertible preference shares (‘CCPS’) - 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)

During the year ended March 31, 2018, Unquoted equity shares of ` 4409.91 million were transferred from Level 3 to Level 2

of fair value hierarchy, since these were valued based on Initial Public offer price

The following table presents the changes in level 3 items (Measured at fair value) for the periods ended 31 March 2019 and

31 March 2018:

Particulars Investment in unquoted equity

shares

Borrowings CCPs

As at 31 March 2017 2,976.54 2,750.28

Purchased during the year 0.01 -

Impact of fair value movement (0.44) 208.42

Moved out from Level 3 to Level 2 (1,693.09) -

Moved from FVTPL to Amortised cost - (2,958.70)

As at 31 March 2018 1,283.02 -

Purchased during the year - -

Impact of fair value movement (250.49) -

Moved out from Level 3 to Level 2 - -

Moved from FVTPL to Amortised cost - -

As at 31 March 2019 1,032.53 -

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 2019 2018-19 31 March 2018


1,029.06 - 1,279.55

Shabnam Properties Private Limited 3.44 - 3.44

Empire Stocks Pvt Limited 0.01 - 0.01

Lemon Tree Hotels Limited 4,308.95 - 4,409.91

Caiptal India Finance Limited 514.53 - 8.31

Sellwell Foods & Beverages Pvt.Ltd. 0.02 - 0.02

Pinnacle Infracon Ltd. 0.00 - 0.00

5,856.01 - 5,701.24


Inter-relationship between significant observable input and

fair value measurement




RJ CORP LIMITED

96

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 Balance of certain debtors, creditors, loans and advances are subject to confirmation.

50 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.










RJ CORP LIMITED (CONSOLIDATED)

97

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 2019, 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 2019, 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.

Material uncertainty Related to going Concern

In case of one of the subsidiary of the company Devyani International Limited (“DIL”) the Group has incurred losses in current

year and has accumulated losses as at 31 March 2019, which has resulted in erosion of the net worth of the “DIL Group” and

its joint venture as at 31 March 2019. Further, the “DIL Group” and its joint venture’s current liabilities exceed its current

assets as at 31 March 2019. These conditions indicate the existence of material uncertainty that may cast significant doubt

about the “DIL Group” and its joint venture’s ability to continue as a going concern. However, as a result of the mitigating

factors elaborated in note i.e. projected cash flows of the “DIL Group” and its joint venture, available revolving undrawn

credit facility, current liquidity position and continued financial and operational support from ultimate holding company, the

management is confident of its ability to continue as a going concern and have accordingly, prepared the financial statements

of the DIL Group on going concern basis. Consequently, no adjustments have been made to the carrying values of the assets

and liabilities in the consolidated financial statements.

In the case of subsidiary “Alisha Retail Pvt Ltd”, the company has closed its operation and sold/in the process of selling its

entire fixed assets, the accounts of the company are not drawn on the going concern assumption. Consequently, all assets

are stated at their net realizable value or book value, whichever is lower and all liabilities are reflected at the values in which

they are expected to be discharged/settled.


98

Also in case of some of the subsidiaries and associate companies accumulated losses has resulted in erosion of net worth

and have incurred net cash losses in the current and immediately preceding financial year. The current liabilities of the

respective companies exceeded its current assets as at the balance sheet date. These conditions may cast significant doubt

about the respective companies’ ability to continue as a going concern. However, the financials statements of the respective

companies have been prepared on a going concern basis considering the cash flow from operating activities and the future

outlook of the respective companies’ and the holding company’s ability to continue to fund the operations of those companies,

wherever required.

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.

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.

When we read the Holding Company’s annual report, if we conclude that there is a material misstatement of this other

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

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.


99

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 SAs, 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 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 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


100

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 ` 11.69 million for the year ended 31 March 2019, as considered in the consolidated financial statements, in

respect of four overseas associates, 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.

2. The consolidated Ind AS financial statements also include the Group share of net profit (including other comprehensive

income) of ` 26.49 million for the year ended 31 March 2019, as considered in the consolidated financial statements, in

respect of five 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 sixteen overseas subsidiaries (including thirteen step subsidiaries), included in the consolidated Ind AS financial

statements, whose financial statements reflect total assets of ` 19237.84 million as at 31 March 2019, total revenue of

` 18930.72 million and net cash flows amounting to ` (22.38) 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 2019

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. The financial statements and other financial information of five 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 `10354.02 million as at 31 March 2019, total revenue of `4435.56 million

and net cash inflows amounting to `139.03 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 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 and audit report issued thereon by the other auditor.


101

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 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) On the basis of the written representations received from the directors of the Holding Company as on 31 March

2019 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 2019 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 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”.

B. 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 consolidated financial statements disclose the impact of pending litigations as at 31 March 2019 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 - Refer 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

C. With respect to the matter to be included in the Auditors’ Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us and based on the reports of the statutory auditors

of other subsidiaries companies incorporated in India which were audited by other auditors, the remuneration paid during


102

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, based on the report of the statutory auditor of joint venture incorporated in India which was audited by the other

auditor, joint venture has not paid / provided for any remuneration to its directors during the current year in accordance with

the provisions of Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section

197(16) of the Act which are required to be commented upon by us.






103

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”)

Opinion

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

as at and for the year ended March 31, 2019, we have audited the internal financial controls over financial reporting (‘IFCoFR’)

with reference to consolidated financial statements of RJ Corp Limited (hereinafter referred to as “the Holding Company”)

and such companies incorporated in India under the Companies Act, 2013 which are its subsidiary companies, associates and

its joint venture company, as of that date.

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 2019, 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”).

Management’s Responsibility 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.


104

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.

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 five 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.






105

Consolidated Balance sheet as at 31 March 2019 (` in millions, except as stated otherwise)

Particulars As at31 March 2019

note As at31 March 2018

Assets

non-current assets

(a) Property, plant and equipment 4 57,066.16 48,526.23

(b) Capital work in progress 4 2,287.50 2,022.99

(c) Goodwill 5B 180.73 236.77

(d) Other intangible assets 5 8,247.48 5,269.76

(e) Intangible assets under development 5A 2.33 0.70

(f) Investment in associates 6 187.48 571.02

(g) Financial assets

(i) Investments 7 6,463.38 6,310.31

(ii) Loans 8 1,205.66 1,335.02

(iii) Others 9 51.73 56.11

(h) Deferred tax assets (Net) 39 666.49 157.66

(i) Income tax assets (Net) 10A 380.90 396.78

(j) Other non-current assets 11 958.70 1,613.23

Total non-current assets 77,698.54 66,496.59

Current assets

(a) Inventories 12 10,646.05 9,715.87

(b) Financial assets

(i) Trade receivables 13 3,367.82 3,292.29

(ii) Cash and cash equivalents 14 1,950.05 1,916.08

(iii) Bank balances other than (ii) above 15 556.69 301.83

(iv) Loan 16 3,764.98 3,079.87

(v) Others 17 1,835.60 1,470.70

(c) Current tax assets (Net) 10 35.43 41.37

(d) Other current assets 18 3,570.88 2,443.01

Total current assets 25,727.50 22,261.02

Assets classified as held for sale 19 4.02 359.32

Total assets 103,430.06 89,116.92

Equity and liabilities

(i) Equity

(a) Equity share capital 20 2.12 1.88

(b) Other equity

Reserve and Surplus 21 6,332.34 1,115.76


Equity attributable to owners of the Company 6,870.03 1,653.21

(ii) Non-controlling interests 14,354.65 11,435.27

Total equity 21,224.68 13,088.48


106

Consolidated Balance sheet as at 31 March 2019 (` in millions, except as stated otherwise)

Particulars As at31 March 2019

note As at31 March 2018

Liabilities

non-current liabilities


(i) Borrowings 22A 37,879.54 40,780.21

(ii) Other financial liabilities 23 1,071.02 1,008.50

(b) Other Non-current liabilities 24 525.38 494.00

(c) Provisions 25 1,447.48 1,114.40

(d) Deferred tax liabilities (Net) 39 2,568.20 2,035.23

Total non- current liabilties 43,491.62 45,432.34

Current liabilities


(i) Borrowings 22B 10,152.73 6,622.41

(ii) Trade payables 26 7,830.08 6,040.95

(iii) Other financial liabilities 27 15,650.33 12,881.59

(b) Other current liabilities 28 4,675.18 4,788.13

(c) Provisions 25 261.14 248.92

(d) Current tax liabilities (Net) 29 144.30 14.10

Total current liabilties 38,713.76 30,596.10

Total liabilities 82,205.38 76,028.44

Total equity and liabilities 103,430.06 89,116.92




For and on behalf of the Board of Directors

of RJ CORP LIMITED




Mahavir Prasad garg Company Secretary




UDIN-19520078AAAAGM8815


107

Consolidated statement of Profit and Loss for the year ended 31 March 2019 (` in millions, except as stated otherwise)

Particulars For the year ended 31.03.2019

note For the year ended 31.03.2018

Income

Revenue from operations 30 78,711.96 65,775.81

Other income 31 2,019.66 1,718.33

Total income 80,731.62 67,494.14

Expenses

Cost of materials consumed 32 29,185.00 25,845.74

Cost of land,plots, constructed properties and development right - 72.71

Excise duty 1,190.76 3,734.07

Purchases of traded goods 33 3,379.27 1,342.24

Changes in inventories of traded goods 34 (229.78) (1,342.84)

Employee benefits expense 35 10,396.13 8,674.29

Finance costs 36 5,063.34 4,567.77

Depreciation and amortization expense 37 5,508.21 4,826.91

Impairment loss/ (reversal) 4, 5 & 5B 265.87 (98.83)

Other expenses 38 24,043.00 18,038.06

Total expenses 78,801.80 65,660.12

Profit/(loss) before exceptional items and tax 1,929.82 1,834.02

Exceptional items

Loss on disposal of Property, plant and equipment/Capital Advance 19.13 -

Profit/(loss) before share of profit of equity accounted investees 1,910.69 1,834.02

share of Profit /(loss) of equity accounted investees (net of income tax) 38.20 (64.52)

Profit/(loss) before tax 1,948.89 1,769.50

Tax expense

(a) Current tax 39 1,196.59 540.51

(b) Adjustment of tax relating to earlier periods 39 16.22 1.87

(c) Deferred tax 39 72.43 241.56

Total tax expense 1,285.24 783.94

net profit/loss for the reporting period/year 663.65 985.56

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 (44.79) (13.41)

(ii) Re-measurement of equity instrument at fair value 1,259.71 2,716.38

(iii) Income tax relating to items that will not be

reclassified to Statement of Profit and Loss (45.52) (270.59)

Items that will be reclassified to profit or loss:

(i) Net Losses due to foreign currency translation differences 117.38 114.10

(ii) Income tax relating to items that will be

reclassified to Statement of Profit and Loss 10.61 (29.93)


108

Consolidated statement of Profit and Loss for the year ended 31 March 2019 (` in millions, except as stated otherwise)

Particulars For the year ended 31.03.2019

note For the year ended 31.03.2018

Total other comprehensive income 1,297.39 2,516.55

Total comprehensive income/(loss) for the year including

non-controlling interests (net of taxes) 1,961.04 3,502.11

Profit attributable to:

(i) Owners of the Company (939.12) (137.62)


Profit/(loss) for the year 663.65 985.57

Other comprehensive income attributable to:

(i) Owners of the Company 1,390.07 2,432.05

(ii) Non-controlling interests (92.68) 84.49

Other comprehensive income for the year 1,297.39 2,516.54

Total comprehensive income for the year attributable to:

(i) Owners of the Company 450.95 2,294.43


Other comprehensive income/(loss) for the year 1,961.04 3,502.11

Earnings per equity share of face value of ` 10 each

Basic (`) 42 (4,846.36) (732.77)

Diluted (`) 42 (4,846.36) (732.77)












UDIN-19520078AAAAGM8815


109

Consolidated Cash Flow statement for the year ended 31 March 2019 (` in millions, except as stated otherwise)

Particulars year ended 31.03.2019


Cash Flow from Operating Activities:

Profit/(loss) before tax 1,910.69 1,834.02

Adjustments for:

Depreciation and Amortisation Expense 5,508.21 4,826.91

Impairment loss 265.87 (98.83)

Finance Cost 5,063.34 4,567.77

Interest Income (605.36) (464.75)

Employee stock option scheme expenses 2.10 2.73

Allowance for doubtful debts 100.14 112.49

Dividend Income (0.35) (0.01)

Net Profit on Sale of Property, Plant & Equipment (0.25) (5.93)

Property, Plant & Equipment Written-Off 166.51 88.53


Profit on Disposal of Unquoted (Others)

Current Investments & financial assets (0.48) (0.57)

Loss on sale of invesments/financial assets - 2.80

Provision for impairment in valuation of investment - 25.00

Debts / Advances Written off 110.29 193.22

Provision for Doubtful Loans and Advances and Other Current Assets 56.07 1.15

Net gain/(loss) on foreign currency transactions and translations 771.07 47.19

Profit on dilution of control in subsidiary - (873.52)

Profit on disposal of Investment in JV company (976.50)

Excess provisions written back (108.24) (122.15)

10,444.77 8,387.99

Operating Profit before changes in operating assets and liabilities 12,355.46 10,222.01

Changes in Operating assets and liabilities:

- Decrease/(Increase) in Trade Receivables 319.84 (561.74)

- Decrease/(Increase) in Non Current Assets 182.99 (1,291.08)

- Decrease/(Increase) in Current Assets (1,821.98) (6.14)

- Decrease/(Increase) in Inventories (502.71) (890.45)

- Increase in Non Current Liabilities 426.97 1,215.81

- Increase/(Decrease) in Current Liabilities 1,406.38 11.48 2,249.85 716.25

Cash from operations 12,366.94 10,938.26

- Taxes (Paid)/Received (Net of Tax Deducted at Source) (1,061.98) (644.08)

net cash flow from operating activities (A) 11,304.96 10,294.18

Cash flow from Investing Activities:

Adjustments for changes in:

Payment for Property, Plant and Equipment

(including Intangible Assets) (11,532.03) (11,170.08)

Proceeds from Sale of Property, Plant and Equipment 485.66 338.69

Proceeds from Sale of Current Investments 1,107.07 2.39

Purchase of Non Current Investments (26.00) (1,175.48)


110

Purchase of controlling/further stake in

subsidiaries (net of cash acquired) - (1,522.26)

Redemption from/(Investment in) Bank Deposits

(with more than 12 months maturity) 2.33 (23.98)

Proceed from/(Investment in) Deposits with original

maturity more than 3 months but less than 12 months (254.27) 33.50

Loan Given (508.52) (2,455.54)

Dividend Received on Current Investments 0.35 0.01

Interest Received 591.62 322.84

(10,133.78) (15,649.91)

net cash used in investing activities (B) (10,133.78) (15,649.91)

Cash Flow from Financing Activities:

Proceeds from issue of share capital in a Subsidiary

(including share premium thereon) to Non Controlling Interest 0.26 30.31

Proceeds from long term borrowings (Net) 701.22 11,080.09

Proceeds from Short term borrowings (Net) 3,530.32 -

Interest Paid (5,102.92) (4,544.46)

Dividend Paid/Amount Transferred to Investor

Education & Protection Fund (321.68) (316.79)

Corporate Dividend Distribution Tax Paid (55.73) (92.92)

(1,248.54) 6,156.23

Net cash outflow flow financing activities (C) (C) (1,248.54) 6,156.23

Net Increase/(Decrease) in Cash and Cash Equivalents D=(A+B+C) (77.36) 800.50

Opening Balance of Cash and Cash Equivalents (E) 1,916.08 1,103.73

Cash and cash equivalents acquired on

consolidation of new subsidiaries (F) 111.32 42.79

Cash and cash equivalents due to dilution of

control in subsidiaries (g) - (30.94)

Closing Balance of Cash and Cash Equivalents (D+E+F+g) 1,950.05 1,916.08

Cash and cash equivalents comprise of

Balance with banks in current accounts 1,843.70 1,793.17

Cheques/drafts on hand 4.91 8.03

Cash in transit 12.92 22.19


Cash and cash equivalents as per Cash Flow Statements 1,950.05 1,916.08


Particulars year ended 31.03.2019



111


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 2018 48,276.87 6,622.41

Cash Flows (Net) 701.22 3,530.32

non Cash Changes

Conversion of CCPS and CCDS into Equity (5,058.82)

Acquired on acquisition of Subsidiaries 3,193.30

Balance as at 31 March 2019 47,112.57 10,152.73

Figures in brackets indicate cash outflow.









Raj Pal gandhiDirectorDIN: 00003649



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114

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For

and

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oard

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RP

LIM

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ce :

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: S

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mbe

r 23

, 201

9

(sum

it k

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ria)

Par

tner

M. N

o. 5

2007

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For

APA

s &

Co.

Cha

rter

ed A

ccou

ntan

tsFi

rm R

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No.

000

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avir

Pra

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Rav

i kan

t Jai

puri

aD

irec

tor

DIN

: 000

0366

8

Raj

P. g

andh

iD

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tor

DIN

: 000

0364

9

Lalit

kum

ar s

ingh

Chi

ef F

inan

cial

Offi

cer


117

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’ brand, Apple Products and in investment activities.

The Company together with its subsidiaries (hereinafter referred to as ‘the Group’) has presence majorly in India, Africa, and

Asia. 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

These 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.

These consolidated financial statements of the Group are authorised for issue on 23/09/2019 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 statements for the year ended 31 March 2019


118

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:

• Powerovertheinvestee(i.e.,existingrightsthatgiveitthecurrentabilitytodirecttherelevantactivitiesoftheinvestee);

• Exposure,orrights,tovariablereturnsfromitsinvolvementwiththeinvestee,and

• Theabilitytouseitspowerovertheinvesteetoaffectitsreturns.

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



119

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:

• Derecognisestheassets(includinggoodwill)andliabilitiesofthesubsidiary;

• Derecognisesthecarryingamountofanynon-controllinginterests;

• Derecognisesthecumulativetranslationdifferencesrecordedinequity;

• Recognisesthefairvalueoftheconsiderationreceived;

• Recognisesthefairvalueofanyinvestmentretained;

• RecognisesanysurplusordeficitinConsolidatedStatementofProfitandLoss;

• Reclassifies theparent’sshareofcomponentspreviouslyrecognised inOCI toprofitor lossorretainedearnings,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.

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.



120

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

• Intheabsenceofaprincipalmarket,inthemostadvantageousmarketfortheassetorliability.

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:

• Level1-Quoted(unadjusted)marketpricesinactivemarketsforidenticalassetsorliabilities;

• Level2-Valuationtechniquesforwhichthelowestlevelinputthatissignificanttothefairvaluemeasurementisdirectly

or indirectly observable; and

• Level 3 - Valuation techniques forwhich the lowest level input that is significant to the fair valuemeasurement 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

With effect from 01 April 2018, the Group has adopted Ind AS 115, ‘Revenue from Contracts with Customers’ using cumulative

effect method which does not require comparative information to be restated in the consolidated financial statements. The

standard is applied retrospectively only to contracts that were not completed as at the date of initial application (i.e. 01 April

2018). There is no impact on retained earnings as at 01 April 2018. Moreover, the application of Ind AS 115 did not have any

impact on recognition and measurement of revenue from operations and other related items in the consolidated financial

statements of the Group.

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 received or receivable, excluding discounts, incentives, performance bonuses,



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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 Company 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 Company subject to actual cost

being 25% / 30% or more of the total estimated cost. The estimates relating to salable 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 Company 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.



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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.



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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:

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 Company 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



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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) 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.

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.

f) 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.

g) Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the

inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of

a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly



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specified in an arrangement. For arrangements entered into prior to 1 January 2016, the Group has determined whether the

arrangement contain lease on the basis of facts and circumstances existing on the date of transition.

Group as a lessee

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the

risks and rewards incidental to ownership to the Group is classified as a finance lease.

Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased property or, if

lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and

reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance

charges are recognised in finance costs in the Consolidated Statement of Profit and Loss, unless they are directly attributable

to qualifying assets, in which case they are capitalized in accordance with the Group’s general policy on the borrowing costs.

Contingent rentals are recognised as expenses in the periods in which they are incurred.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will

obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the

asset and the lease term.

Operating lease payments are recognised as an expense in the Consolidated Statement of Profit and Loss on a straight-line

basis over the lease term.

Group as a lessor

Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Group

to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Group’s net investment in

the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the

net investment outstanding in respect of the lease.

Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as

operating leases. Rental income from operating lease is recognised on straight line basis over the term of the relevant lease.

h) 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.



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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

• ThedatethattheGrouprecognisesrelatedrestructuringcost

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:

• Servicecostscomprisingcurrentservicecosts,past-servicecosts,gainsandlossesoncurtailmentsandnon-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

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.

i) 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



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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 Consolidated Statement of Profit and Loss.

j) 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 Consolidated Statement

of Profit and Loss.

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 Statement of Profit and Loss.

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



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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.

k) 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 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



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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:

• Theassetsandliabilitiesofthecombiningentitiesarereflectedattheircarryingamounts;

• Except for adjustmentsmade to harmonise accounting policies, no adjustments aremade to reflect fair values, or

recognise any new assets or liabilities;

• Thebalanceof the retainedearningsappearing in thefinancial statements of the transferor is aggregatedwith the

corresponding balance appearing in the financial statements of the transferee or is adjusted against general reserve;

• Theidentityofthereservesispreservedandthereservesofthetransferorbecomethereservesofthetransferee;and

• Thedifference,ifany,betweentheamountsrecordedassharecapitalissuedplusanyadditionalconsiderationinthe

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.

l) 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’.

m) Taxes

Tax expense is the aggregate amount included in the determination of profit or loss for the period and comprises current and

deferred tax.



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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:

• Whenthedeferredtaxliabilityarisesfromtheinitialrecognitionofgoodwilloranassetorliabilityinatransactionthatis

not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or

loss;

• Inrespectoftaxabletemporarydifferencesassociatedwithinvestmentsinsubsidiariesandassociate,whenthetiming

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 thedeferred taxasset relating to thedeductible temporarydifferencearises from the initial recognitionofan

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;

• Inrespectofdeductibletemporarydifferencesassociatedwithinvestmentsinsubsidiariesandassociate,deferredtax

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



131

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.

n) 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.

o) 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:

• Representsaseparatemajorlineofbusinessorgeographicalareaofoperations;

• Ispartofasingleco-ordinatedplantodisposeofaseparatemajorlineofbusinessorgeographicalareaofoperations;or

• Isasubsidiaryacquiredexclusivelywithaviewtoresale.

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

p) 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 company’s 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



132

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 Consolidated

Statement of Profit and Loss.

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.

q) 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 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.


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.



133

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.

Subsequent measurement

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



134

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 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

Consolidated Statement of Profit and Loss.

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.

r) 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

s) 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



135

deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s cash

management.

t) 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.

u) 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.

v) 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.

w) 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



136

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 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.



137

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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141

i. Asset under construction/ Capital work in progress

Capital work in progress as at 31 March 2019 comprised capital expenditure mainly for the set-up of new plant, construction

of building & set up of new restaurents.

Particulars 3/31/2019 3/31/2018

Capital work-in-progress 2,287.50 2,022.99

Total 2,287.50 2,022.99

ii. Pre-operative expenses incurred and capitalised during the year are as under:

Particulars 3/31/2019 3/31/2018

Balance at the beginning of the year 13.65 157.71

Add: Incurred during the year

Net gain on foreign currency transactions

(0.90) (0.89)

Finance costs 200.93 49.55

Other expenses 319.72 175.70

Less: Capitalised during the year 359.14 368.42

Amount carried over 174.26 13.65

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


Balance 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 impairment


Depreciation for the year 0.70 24.32 5.95 30.97



Carrying amount as at 31 March 2019 8.27 24.33 23.09 55.69



Addition for the year - - - -



Depreciation and impairment







142

Depreciation for the year 0.64 24.26 5.44 30.34



Carrying amount as at 31 March 2018 8.80 47.26 28.42 84.48

iv. For details towards pledge of above assets refer note no. 22 C

v. Ind AS 101 Exemption: The Group has availed the exemption available under Ind AS 101, where the carrying value of

property, plant and equipment as at 01 April 2016 has been carry forward at the amount as determined under the Indian GAAP.

The deemed cost as at 01 April 2016 is the gross carrying amount less accumulated amortisation as on that date.

vi. Refer Note 58 for Impairment.

5 Intangible assets

gross block Business Marketing

Rights

Distribution network

Franchise rights/

trademarks

Computer software

Brand License fees

Total

Balance as at 1 April 2017 386.08 - 4,142.23 397.63 - 503.96 5,429.91

Additions for the year 5.64 - - 57.13 - 78.39 141.16

Disposals for the year - - - (31.97) - (13.44) (45.41)

Acquired on business acquisition during the year

- - 1,348.99 4.98 - 25.35 1,379.32

Adjustment on account of cessation of subsidiary

- - - (15.32) - (0.51) (15.83)

Foreign exchange fluctuation for the year

33.15 - 0.01 0.96 - (4.61) 29.52


424.87 - 5,491.24 413.41 - 589.15 6,918.67

Additions for the year 23.74 157.64 306.64 48.37 - 130.78 667.18

Disposals for the year (317.90) - - (40.93) - (12.06) (370.90)

Acquired on business acquisition during the year

- - - 48.48 2,443.63 20.60 2,512.71


- - - - - - -


9.52 - (0.15) 0.15 - 2.31 11.84


140.24 157.64 5,797.74 469.47 2,443.63 730.78 9,739.50

Plant & equipment

Vehicles Post-mix vending

machines and refrigerators (Visi Cooler)

Total

Summary of significant accounting policies and other explanatory information on the consolidated financial statements for the year ended 31 March 2019 (` in millions, except as stated otherwise)



143

Accumulated amortisation

Balance as at 1 April 2017 361.44 - 657.20 250.05 - 269.05 1,537.73

Acquired on acquisition of subsidiaries during the year

- - - 1.62 - 2.14 3.76

Amortisation charge for the year

16.76 - 0.05 68.85 - 49.45 135.11

Impairement charge for the year 2017-18*

- - - (2.79) - 0.03 (2.76)

Reversal on disposal of assets for the year

- - - (30.58) - (13.44) (44.02)


- - - (9.42) - (0.51) (9.93)


30.98 - 0.01 0.95 - (2.93) 29.02


409.17 - 657.26 278.68 - 303.79 1,648.91

Acquired on acquisition of subsidiaries during the year

- - - 48.41 - - 48.41

Amortisation charge for the year

9.73 5.94 0.04 66.16 - 43.73 125.60

Impairement charge for the year 2018-19*

- - - 0.55 - 10.53 11.08

Reversal on disposal of assets for the year

(321.23) - - (28.69) - (2.21) (352.13)


- - - - - - -


9.23 - (0.04) 0.33 - 0.63 10.15


106.90 5.94 657.26 365.44 - 356.46 1,492.02

net block


15.70 - 4,833.97 134.73 - 285.36 5,269.76


33.33 151.70 5,140.47 104.03 2,443.63 374.32 8,247.48

*Refer Note 58 for detail of Impairment

Ind AS 101 Exemption: The Group has availed the exemption available under Ind AS 101, where the carrying value of property,

plant and equipment as at 01 April 2016 has been carry forward at the amount as determined under the Indian GAAP.The

deemed cost as at 01 April 2016 is the gross carrying amount less accumulated amortisation as on that date.

gross block Business Marketing

Rights

Distribution network

Franchise rights/

trademarks

Computer software

Brand License fees

Total



144

5A Intangible assets under development:

Particulars Computer software

Balance as at 1 April 2017 5.82

Additions for the year 3.03

Asset capitalised during the year 8.15

Balance as at 31 March 2018 0.70

Additions for the year 3.44

Asset capitalised during the year 1.82

Balance as at 31 March 2019 2.33

5B Goodwill amounting to ` 180.73 is net of impairment loss of Rs. ` 54.33 which is charged to Consoliadted Statement of

Profit and Loss under the head Impairment loss.

6. Investments in associates

Particulars Face value per

shares/ Debenture

in Rs.

As AT 31.03.2019 As AT 31.03.2018

number of shares/

Debentures


Debentures

Value

Investment in Associates (unquoted)

In equity shares

Lineage Healthcare Limited*** 10 24,900 0.25 24,900 0.25

Add: Share in Profit/(loss) (0.25) (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 Pvt. Ltd. 10 5,000 0.05 5,000 0.05


Africare Limited* 100 KSHS 550 0.03 550 0.03


Agarwal Cold Drinks Pvt.Ltd. 10 2,500 0.03 2,500 0.03

Add: Share in Profit/(loss) 0.08 0.05

Angelica Technologies Private Limited 10 35,474 12.56 35,474 12.56


Devyani Food Industries (Kenya) Ltd. (Earlier known as Sameer Agriculture & Livestock (Kenya) Ltd.)*****

1000 KSHS - - 884,999 618.64

Add: Share in Profit/(loss) - (170.85)

The Minor Food Group (India) Private Limited 10 7,223,144 72.19 7,223,144 72.19


Less: Provision for imparement loss (25.00) (25.00)




145

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


Total 12,159,568 187.48 10,444,567 571.02

Aggregate book value of quoted investments - -

Aggregate market value of quoted investments - -

Aggregate value of unquoted investments 187.48 571.02

* Africare Limited became associates from subsidiary with effect from 04 December 2017 because of decrease of ownership

stakes from 55% to 27.5%

** Iclinic Healthcare Private Limited become associates with effect from 26 March 2019.

***Lingeage Healthcare Limited became associates from subsidiary with effect from 31 August 2017 because of decrease of

ownership stakes from 50.40% to 49.60%

****Parkview City Limited became associates from subsidiary with effect from 31 August 2017.

*****Devyani Food Industries (Kenya) Ltd. (Earlier known as Sameer Agriculture & Livestock (Kenya) Ltd.) became subsidiary

from associates on account of increase in stake from 49.96% to 62.50% with effect from 28 September 2018.

For details towards pledge of some of above shares refer note no. 22 C

7. Investments


shares/ Debenture

in Rs.

As AT 31.03.2019 As AT 31.03.2018

number of shares/

Debentures


Debentures

Value

Investment in equity shares (unquoted) (at fair value through OCI)


10 2,000,000 1,029.06 2,020,000 1,279.55

Shabnam Properties Private Limited 10 15,680 3.44 15,680 3.44

Empire Stocks Pvt Limited 10 1,900 0.01 1,900 0.01

Lemon Tree Hotels Limited 10 - - 78,748,368 4,409.91

Sellwell Foods & Beverages Pvt.Ltd. 10 2,000 0.02 2,000 0.02

Shivalik Solid Waste Management Ltd. 10 18,000 0.18 18,000 0.18

Pinnacle Infracon Ltd. 10 200 0.00 200 0.00

Investment in equity shares (quoted) (at fair value through OCI)

Lemon Tree Hotels Limited 10 53,427,784 4,308.95 - -


shares/ Debenture

in Rs.

As AT 31.03.2019 As AT 31.03.2018

number of shares/

Debentures


Debentures

Value



146

Capital India Finance Limited 10 3,811,320 514.53 3,811,320 8.30

Investment in equity shares (quoted) (at fair value through profit & loss )

Cosmo Films Ltd 10 110 0.02 110 0.03

Cosmo Ferrites Ltd. 10 4,400,000 2.96 200,000 4.40

Jaykay Enterprises Limited 1 9,877 0.06 9,877 0.06

J.K.Cement Ltd. 10 2,233 1.94 2,233 2.27

Jamna Auto Industries Ltd 5 1,380 0.09 1,380 0.11

Pasupati Acrylon Limited 10 45 0.00 45 0.00

Rama Vision Ltd. 10 33,100 0.19 33,100 0.63

Welcure Drugs Ltd. 10 28,900 0.02 28,900 0.02

ICICI Bank Ltd. 2 4,500 1.80 4,500 1.25

Aravali Securities and Finance Ltd. 10 25,000 0.10 25,000 0.09

Reliance Industries Limited 10 2 0.00 2 0.00

Investment in equity shares (unquoted) (at fair value through profit & loss )

Varun Beverages Mozambique Limitada* 10 MZM - - 0.03

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

Investment in mutual fund (quoted) (at fair value through profit & loss )

Birla sunlife Cash plus - Growth regular plan 10 - -

In compulsorily convertible debentures(at amortised cost) in associates

6 year Compulsorily Convertible Debentures (Fully Paid up)

Parkview City Ltd. * 1,000 600,000 600.00 600,000 600.00

Total 64,382,481 6,463.38 85,523,065 6,310.31

Aggregate book value of quoted investments 4,830.65 17.14

Aggregate market value of quoted investments 4,830.65 17.14

Aggregate value of unquoted investments 1,632.73 6,293.16

*Parkview City Limited became associates from subsidiary with effect from 31 August 2017.

For details towards pledge of some of above shares refer note no. 22C


shares/ Debenture

in Rs.

As AT 31.03.2019 As AT 31.03.2018

number of shares/

Debentures


Debentures

Value



147


8.Loans

As at 31.03.2019

As at 31.03.2018


Unsecured, considered good


Loan to others 170.00 4.05

Loan to related parties 115.65 633.64

1,205.66 1,335.02

Loan to related parties includes amounts due by companies in which directors of the Company are also director:

Sameer Agriculture & Livestock (Kenya) Ltd - 281.18

Parkview City Ltd 76.20

Empire Stock Private Limited 39.45 352.47

9. Others

As at 31.03.2019

As at 31.03.2018

Financial assets at amortised cost

Balance in deposit accounts with more than 12 months maturity* 51.73 54.06

Interest accrued on fixed deposits - 2.05

51.73 56.11

* Include receipts with lien marked with banks against guarantees issued in favour of various government

departments.

10. Current tax assets (net) (Current)

As at 31.03.2019

As at 31.03.2018


35.43 41.37

10A. Current tax assets (net) (non Current)

As at 31.03.2019

As at 31.03.2018


380.90 396.78

(` in million)


148


11. Other non-current assets

As at 31.03.2019

As at 31.03.2018

(unsecured, considered good)

Capital advances 296.07 899.02

Security deposits 8.90 23.49

Income tax paid (includes amount paid under protest) 40.24 40.24

Balance with statutory authorities (includes amount paid under protest) 235.22 296.62

Prepaid expenses 378.13 353.80

Advances to Contractors and suppliers 0.14 0.06

958.70 1,613.23

12. Inventories

As at 31.03.2019

As at 31.03.2018

(valued at lower of cost or net realisable value)

Raw materials 4,748.69 4,131.98

Raw material in transit - 4.75

Work-in-progress 1,119.01 1,063.13

Finished goods 2,211.39 2,394.69

Intermediate goods 1,227.86 1,043.49

Stores and spares 1,339.10 1,077.83

10,646.05 9,715.87

13. Trade receivables

As at 31.03.2019

As at 31.03.2018

Unsecured, considered good 3,083.84 3,115.56

Secured, considered good 152.54 189.24

Unsecured, considered doubtful 901.06 467.85

4,137.44 3,772.65

Less : Allowance for doubtful debts 769.62 480.36

3,367.82 3,292.29

14. Cash and cash equivalents

(also for the purpose of Cash Flow Statement)

As at 31.03.2019

As at 31.03.2018

Balance with banks in current accounts 1,843.70 1,793.17

Cheques/drafts on hand 4.91 8.03

Cash in transit 12.92 22.19


1,950.05 1,916.08


149


15. Bank balances other than cash and cash equivalents

As at 31.03.2019

As at 31.03.2018

Deposits with original maturity more than 3 months but less than 12 months * 556.04 301.77

Unpaid dividend account 0.65 0.06

556.69 301.83

*represent deposit held as margin money, fixed deposit with bank for issuing bank guarantee and fixed deposit under lien.

16. Loans

As at 31.03.2019

As at 31.03.2018



Loan to related parties 1,628.76 1,246.27

Loan to others 1,887.83 1,761.80

3,764.98 3,079.87

Loan to related parties includes amounts due by companies in which directors of the Company are also director:

As at 31.03.2019

As at 31.03.2018

Arctic Overseas Pte. Ltd. 69.67 65.37

Africare Limited 870.89 779.00

Parkview City Limited 688.20 366.70

Accor Industries (Pvt) Ltd - 35.20

17. Other financial assets


As at 31.03.2019

As at 31.03.2018

Interest accrued on:

-Loan given 355.98 337.34

-Term deposits 2.64 7.54

-Others 14.34 7.45


Government grant receivable 1,356.63 955.94

Claim receivables 44.91 148.12

Other receivables 60.89 13.36

1,835.60 1,470.70


150


Interest accured on loan includes amounts due by companies in which directors of the Company are also director:

As at 31.03.2019

As at 31.03.2018

Parkview City Limited 100.22 37.64

Arctic Overseas Pte Ltd 6.11 -

Afrricare Limited 41.61 27.44

18. Other current assets


As at 31.03.2019

As at 31.03.2018


Other advances :

-Employees 105.93 105.56

-Contractors and suppliers 1,329.80 1,327.11

Prepaid expenses 310.64 205.20

Balance with statutory/government authorities 1,546.19 587.02

Other advances 219.41 209.48

3,570.88 2,443.01

19. Assets classified as held for sale

As at 31.03.2019

As at 31.03.2018

Property, plant and equipment

Furniture and fixtures 1.35 -

Office equipment 1.85 -

Plant and equipment 0.14 -

Computers 0.68 -

Land and Building# - 359.32

4.02 359.32

# In June 2017, in view of set-up of new production unit at Goa, the Holding Company decided to sell certain land and building

situated at Goa which was originally acquired with acquisition of Goa territory and land situated at Gonda (Uttar Pradesh).

During the year ended on 31 March 2019, these assets have been re-classified back to Property, Plant and Equipment on

account of conditions mentioned in Ind AS 105. Given the nature of assets, such reclassification or change in plan has no

effect on result of operations for this year or prior period.


151


20. Equity share capital

As at 31.03.2019

As at 31.03.2018

Authorised share capital

1,281,850,000 (March 31, 2018: 1,281,850,000) equity shares of ` 10 each 12,818.50 12,818.50

12,818.50 12,818.50

Issued, subscribed and fully paid-up

211,985 (March 31, 2018: 187,810) equity shares of ` 10 each 2.12 1.88

2.12 1.88

a) Reconciliation of share capital

Particulars no. of shares Amount


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

Add: Adjustment of Share held by subsidiaries companies 10 100



Less: Adjustment of Share held by subsidiaries companies 10 100


*During the 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 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 holders of the equity shares are entitled to receive dividends as declared from time to time, and are entitled to voting

rights proportionate to their share holding at the meetings of shareholders.

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:

no. of shares %

shareholders as at 31 March 2019

Ravi Kant Jaipuria & Sons (HUF) 184,455.00 87.01%

Mr. Varun Jaipuria 19,751.00 9.32%

shareholders as at 31 March 2018

Ravi Kant Jaipuria & Sons (HUF) 169,645.00 90.32%

Mr. Varun Jaipuria 10,396.00 5.54%


152


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) Preference share capital

The Company also has authorised preference share capital of 18,000,000 (31 March 2018: 18,000,000) preference shares of

` 100 each. During the 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 31.03.2019

As at 31.03.2018

Capital reserve

Balance at the beginning of the reporting period/year 2,227.86 2,227.86

For the year 304.74 -

Balance at the end of the reporting period/year 2,532.60 2,227.86

Capital reserve on consolidation

Balance at the beginning of the reporting period/year 1,761.06 1,434.58

Add: Movement - 326.48

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 96.62 96.62

Add: Transfer from debenture redemption reserve 105.03 -

Balance at the end of the reporting period/year 201.65 96.62

Debenture redemption reserve

Balance at the beginning of the reporting period/year 57.85 -

Add: Additions made during the reporting period/year 47.18 57.85

Less: Transfer to general reserve 105.03 -

Balance at the end of the reporting period/year - 57.85

securities premium reserve


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 - (0.00)

Balance at the end of the reporting period/year 5,658.95 600.13

surplus in the statement of profit and loss

Balance at the beginning of the reporting period/year (3,327.70) (5,402.59)

Less: Dividend paid - 96.83

Less: Dividend distribution tax 17.03 28.42

Less: Transfer to debenture redemption reserve 47.18 57.85

Add: Profit for the reporting period/year (939.12) (137.62)


153


(4,331.03) (5,723.32)

Add : FCTR transferred to Retained Earning - (7.88)

Re-measurement of equity instrument at fair value, net of tax 1,197.78 2,444.75

Remeasurement of post-employment benefit obligation, net of tax 33.70 (41.25)

Balance at the end of the year (3,099.55) (3,327.70)

share based payment reserve


Add: Employee stock option scheme expense 1.93 1.92

Add: Movement during the reporting period/year (0.19) (1.03)


Foreign currency monetary item translation difference account


Add: Additions made during the reproting period/year (9.13) 53.90

Less Amortised During the year 5.76 14.39

Balance at the end of the year 26.21 41.10

Transaction with nCI Reserve

Balance at the beginning of the reporting period/year (583.85) 1,086.90

Add: Movement during the reporting period/year (567.39) (1,670.75)

Balance at the end of the reporting period/year (1,151.24) (583.85)

Exchange differences on translating the financial statements of foreign operations


Add: Exchange differences arising on translation of foreign operations 158.23 28.55

Add: transfer to retained earnings - 7.88


6,332.34 1,115.76

Promoter Contribution In Equity

Balance at the beginning of the reporting period/year 535.57 -

Add: Movement during the reporting period/year - 535.57


Description of nature and purpose of each reserve:

Capital reserve - Created on merger of Devyani Enterprises Pvt ltd, Devyani Oversease Pvt Ltd, Farm2Plate Dairy Produce

Pvt Ltd, Devyani Hotels Pvt Ltd, Universal Dairy Product Private Ltd with the Company pursuant to and in accordance with the

Court approved scheme of amalgamation and on acquisition of Devyani Food Industries (Kenya) Ltd. during the year in one of

the subsidiary, namely, Devyani Foods Industries 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.

As at 31.03.2019

As at 31.03.2018


154


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.

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:

Particulars As at 31.03.2019

As at 31.03.2018

Debentures

'-Compulsorily convertible debentures (unsecured) 592.70 1,750.00

'-Non-convertible debentures (secured) (Refer Foot Note (a)) - 2,991.12

Term loans (secured)

'-Foreign currency loans from banks 2,767.29 400.38

'-Indian rupee loans from banks 28,378.69 27,669.67

'-Indian rupee loan from a financial institutions/others 5,209.03 4,639.01

Compulsorily convertible preference shares (unsecured) - 2,579.34

Redeemable, non-cumulative, non-convertible preference shares (unsecured)* 104.30 100.29

Deferred value added tax (unsecured) 55.97 121.04

Deferred payment liabilities (secured) (refer note 22E) - 20.29

loan from body corporate/others carrying interest rate ranging from 5-29 % 771.56 509.07

37,879.54 40,780.21

Refer note 22 C for terms & condition of term loans ,issue and redemption of Compulsorily convertible debentures,

Compulsorily convertible preference share & deffered value tax and loan from body corporate/others

* 2.25 millions redeemable preference shares were issued during the year 2017-2018 by DIL as fully paid with a par

value of Rs 10 . The redeemable preference shares are mandatorily redeemable at par in the year 2022-2023 and the DIL

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 group has complied with all the loan covenants.


155


a) Terms and conditions of issue and redemption of non-convertible debentures (nCDs) to kotak Mahindra Bank

Limited and RBL Bank Limited are as under:

During the year ended 31 March 2017, the Holding Company had issued 1,500 NCDs each to Kotak Mahindra Bank Limited

and RBL Bank Limited. The NCDs were repaid during the year. There were no NCDs outstanding as at 31 March 2019 and

details of NCDs as at 31 March 2018 are as under:

no. of debentures Date of issue Face value (`)

3,000 23 March 2017 1,000,000

B. Current borrowings:

Particulars As at31.03.2019

As at 31.03.2018

Loans repayable on demand

Banks-working capital, cash credit and overdraft facilities (secured) 6,188.56 4,164.74

Banks-working capital, cash credit and overdraft facilities (unsecured) 1,900.00 -

Corporate loan taken from bank (Secured) (refer note 22F ) - 1,388.00

Loan from director (unsecured) carrying interest rate @ 11.50% to 12%/(2%+ 1 year LIBOR)

1,180.01 722.15

From body corporate (unsecured) carrying interest rate ranging from 0-12% 137.68 246.33

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)

244.40 101.19

10,152.73 6,622.41

i) The working capital facilities from banks and financial institution are secured against current assets of respective

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.


156


C. Terms and conditions/details of securities for loans are as under:

name of the bank/instrument 31 March 2019 31 March 2018

non-current

Current non-current

Current

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 750000 29-03-2012 1000 400000 26-03-2015 1000 600000 26-03-2015 1000

b) The CCD’s carry a rate of Interest of 4% for the 1st year, 6% for the 2nd year, 8% for the 3rd year, 10% for the 4th year and 12% for the last 5th & 6th year from the date of allotment.

c) The CCD’s shall have a tenure of 6 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.

d) Term of Conversion of 750000 debentures of face value of 1000 which was originally issued on 29-03-2012 has been extended for a period of two years i.e upto March 26, 2020 at a coupan rate of 12%.

592.70 - 1,750.00 -

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 300000 1 2-06-2012 1000

b) The CCD’s carry a rate of Interest of 8% for the 1st & 2nd year, 10% for 3rd & 4th year, 12% for 5th & 6th year from the date of their allotment.

c) The CCD’s shall have a tenure of 6 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.

- - - 300.00

Total (A) 592.70 - 1,750 300

Term Loans

loan 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.

2.52 1.38 4.11 1.07



157


The term loan amounting to Rs. 600 million was taken from IndusInd Bank Limited by DIL during the year ended 31 March 2013. The interest rate applicable is 9.9% payable monthly. Prior to 9 March 2017, the interest rate applicable was 11.20% up to 8 March 2017 and 11.25% up to 16 Janurary 2017. The tenure of the loan is 6 years with moratorium of one year.

The term loan is secured by :

Primary Security: First pari passu charge by way of hypothecation of the Company's entire moveable fixed assets both present and future.

Collateral Security: Pari passu first equitable mortgage by way of charge on the Company's unit being setup at Plot No. 18, Sector-35, Industrial estate, Gurgaon.

Second pari passu charge by way of hypothecation on the entire current assets of the Company.

- - (0.00) 14.06

The term loan amounting to Rs. 300 was taken from Yes Bank Limited by DIL during the year ended 31 March 2016. The tenure of the loan is 73 months.

The interest rate applicable is 9.60% p.a payable monthly (previous year: 9.25% p.a payable monthly).

The term loan was secured by :

First pari passu charge on all movable property, plant and equipment of the Company both present and future.

Second pari passu charge over all current assets of the Company both present and future.

First pari passu charge on immovable property situated at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004.

179.99 62.04 240.00 60.00

The term loan amounting to Rs. 1,000 was taken from Axis Bank Limited by DIL. Loan amounting to Rs. 500 was drawn down during the year ended 31 March 2017 and Rs 500 during the year ended 31 March 2016. The tenure of the loan is 48 months.

The interest rate applicable is Axis Bank base rate +1.30 % presently 9.85% p.a. payable monthly (previous year: 9.50% p.a. payable monthly). Interest rate to be reset on an annual basis.


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 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 Rs. 2.06 (previous year : Rs.3.56).

419.09 244.76 656.44 200.00


non-current

Current non-current

Current



158



non-current

Current non-current

Current

The term loan amounting to Rs. 400 was taken from IDBI Bank by DIL during the year ended 31 March 2014. The tenure of the loan is 69 months including moratorium period of 10 months.

The interest rate applicable is Nil( previous year: 10 % p.a)

The term loan was secured by:


Pari passu first equitable mortgage by way of charge on the Company's unit setup at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004, along with other lenders.

Note: The outstanding balance of borrowings is net of unamortised transaction cost of Rs. Nil (previous year : Rs. 0.02).

- - (0.02) 60.00

The term loan amounting to Rs. 800 was taken from Ratnakar Bank Limited by DIL 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 0.60% above RBL base rate presently 10.25 % p.a . (previous year: 9.85 % p.a ).



Pari passu first equitable mortgage by way of charge on the 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 Rs. 0.01 (previous year : Rs. 0.11 ).

- 19.68 19.57 72.21

The term loan amounting to Rs. 150 was taken from Yes Bank Limited by DIL 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 is 9.60% p.a payable monthly (previous year: 9.25% p.a., payable monthly ).

The term loan was secured by :

First Pari passu charge on all property, plant and equipment of the Company (both present and future) with minimum 1.0x cover

Unconditional and irrevocable personnel 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.


- 9.35 8.91 37.50



159


The term loan amounting to Rs. 750 was taken from Ratnakar Bank Limited by DIL during the year ended 31 March 2018. The tenure of the loan is 72 months.

The interest rate applicable is 9.70% p.a payable monthly.( previous year: 8.5% p.a.).


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 Rs. 2.97 (previous year : Rs. 4.22).

509.47 135.29 643.49 102.27

The term loan amounting to USD 3.09 million was taken from Yes Bank Limited by DIL 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: LIBOR + 2.5% p.a) payable monthly.



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.


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 5.25% p.a.

159.37 52.93 198.18 -

The term loan amounting to Rs. 3.08 was taken from Yes Bank Limited by DIL during the year ended 31 March 2018. The tenure of the loan is 60 months from the date of first disbursement including the 15 month moratorium period. The interest rate applicable is LIBOR +2.5% p.a payable monthly.


Primary Security: First pari passu charge by way of hypothecation of the Company's entire moveable property, plant and equipments, both present and future.

Collateral Security: Pari passu first charge by way of equitable mortgage on the immovable fixed assets of the Company's industrial land situated at Sector 35 Gurugram.

Note: The outstanding balance of borrowings is net of unamortised transaction cost of Rs. 2.18

137.10 45.24 198.18 -


non-current

Current non-current

Current



160



non-current

Current non-current

Current

The term loan amounting to Rs. 1,000 was taken from IndusInd Bank Limited by DIL 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. payable monthly linked to MIBOR, for first drawdown of Rs. 250 (previous year: Nil)

- 9.10% p.a. payable monthly linked to MIBOR, for second drawdown of Rs. 500 (previous year: Nil)

- 9.93% p.a. payable monthly linked to MIBOR, for third drawdown of Rs. 250 (previous year: Nil)




Second Pari passu first charge by way of extension of mortgage on the immovable property, plant and equipment of the Company's industrial land at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004.

925.00 75.00 - -

The term loan amounting to Rs. 130 was taken by Devyani Food Street Private Limited ('DFSPL') from Yes Bank Limited during the year ended 31 March 2012. The interest rate applicable is Yes bank Base rate + 1.75% (presently 9.50% p.a.) payable monthly. The tenure of the loan is 7 years.


(i) Rs. 90 taken in first tranche

- Exclusive charge on receivables of the company through an escrow account maintained with the bank.

- The Company has to maintain Debt Service Reserve Account (DSRA) for one quarter interest and principal repayment amount.

(ii) Rs. 40 taken in second tranche

- Exclusive charge on receivables of the company through an escrow account maintained with the bank.

- Non disposable undertaking from Devyani International Limited for 60% shareholding in the company.

- Corporate guarantee of Devyani International Limited amounting to Rs.140.

- The Company has to maintain Debt Service Reserve Account (DSRA) for one quarter interest and principal repayment amount.

- - - 4.88



161


The term loan amounting to Rs. 150 was taken by Devyani Food Street Private Limited ('DFSPL') from Yes Bank Limited during the year ended 31 March 2018.

The interest rate applicable is 9.50% p.a. payable monthly. The tenure of the loan is 84 months.


First pari passu charge over entire movable fixed assets and current assets of the company.

Unconditional and irrevocable corporate gaurantee of Devyani International Limited.

Non Disposable Undertaking (NDU) from Devyani International Limited for its shareholding in the Company.

100.00 26.11 128.34 21.65

The term loan was taken by DINL from ECO Bank during the year ended 31 March 2011. The interest rate applicable ranged between 18% to 19% p.a. payable monthly. The tenure of the loan is 90 months including moratorium period of 6 months.


- All assets debenture on the assets of DINL

- - - 0.79

The term loan was taken by Devyani International Nepal Private Limited ('DINPL') from NMB Bank during the year ended 31 March 2011. The interest rate applicable is 9%. The tenure of the loan is 10 years including moratorium period of 12 months.


- Hypothecation of all fixed assets of DINPL.

- Hypothecation over entire current assets of DINPL.

- Personal guarantee of Mr. Ravi Kant Jaipuria.

- Corporate guarantee of M/s Varun Beverages (Nepal) Private Limited.

- - 4.02 6.54

The term loan amounting to NPR 100,00,000 was taken from Everest Bank Limited by DIL during the year ended 31 March 2019. The tenure of the loan is 18 months .

The rate of Interest is 11.7 % (previous year: Nil) 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 - -


non-current

Current non-current

Current



162



non-current

Current non-current

Current

The term loan amounting to NPR 30,493,505 was taken from Everest Bank Limited by DIL during the year ended 31 March 2019. The tenure of the loan is 60 months .

The rate of Interest is 11.7 % (previous year: Nil) linked to BR quarterly rest




14.04 3.91 - -

The term loan amounting to NPR 21,583,603 was taken from Everest Bank Limited during the year ended 31 March 2019. The tenure of the loan is 60 months .

The rate of Interest is 11.7 % (previous year : Nil) linked to BR quarterly rest




10.71 2.68 - -

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 Period to maturity from the balance sheet date is 8 months (previous year : 20 months )

- 1.17 1.17 1.63

The term loan amounting to Rs. 400 was taken from IDFC Bank Limited by DIL 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 9.90 % p.a., payable monthly (previous year: Nil)


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.

400.01 0.11 - -



163


The term loan amounting to Rs. 57.63 was taken by Devyani Airport Services (Mumbai) Private Limited ('DASMPL') from High Street Food Services Private Limited during the year ended 31 March 2014.

The interest rate applicable is 12% p.a. payable quarterly.

The tenure of the loan is 60 months including moratorium period of 24 months.

- 0.39 - 0.39

Term loan taken by Alisha Retail Pvt Ltd from Yes Bank with outstanding ` 625,000,000 (Previous year ` 700,000,000) 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.

341.67 211.45 553.12 137.50

Term loan taken by Alisha Retail Pvt Ltd from Yes Bank with outstanding ` 333,333,334 (Previous year ` Nil) 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.

333.33 71.88 - -

The term loan from Yes Bank taken by Diagno Labs India Pvt. Ltd. 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)

170.04 262.50 254.44 225.00


non-current

Current non-current

Current



164



non-current

Current non-current

Current

Term loan from IDFC Bank by Diagno Labs India Pvt. Ltd. is secured by second pari passu charge on current and moveable fixed assets of the company. 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

329.19 183.33 396.11 212.33

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).

- 74.73 74.27 74.81

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%.

3.78 0.88 - -

Term Loan taken from Axis Bank by DFIL. The Rate of interest charged is 9.35% currently having tenure of 5 years 5 months.

Loan is secured by -

(i) Prime: First Pari-passu charge over entire movable and immovable fixed assets of the company excluding assets charged on an exclusive basis with other lenders (both present and future). Pari-passu first charge on assets of Asansol unit to be created post commissioning but not later than 30th september.

(ii) Collateral: Pari-passu first charge by way of hypothecation of brand ""Creambell"" owned by the company.

(iii) Guarantee: Personal Guarantee of Mr.R.K.Jaipuria.

420.00 140.00 560.00 140.00

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)

99.00 - 197.59 100.00



165


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)


550.00 - 546.05 -

Term Loan taken from IDFC Bank by DFIL. The Rate of interest charged is 9.25% currently. Principal amount to be repaid in 8 equal installments of Rs 93.75 after a moratorium of 2 years.

(i) First Pari-passu charge on movable fixed assets and immovable fixed assets of the company located at Goa, Baddi and Kosi ( except assets charge specifically to other lenders)

(ii) First pari-passu charge over ""Creambell"" brand of the company.

(iii) second Pari Passu charge over entire current assets of the borrwer.


374.71 - 561.98 187.50

Term Loan taken from HDFC bank by DFIL, The rate of interest is 9.15% currently. Repayment are made in month of june, july & August.The loan is secured by

(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.

626.90 117.55 744.45 117.55

Term Loan taken from HDFC bank by DFIL, The rate of interest is 9.10% currently. Repayment are made in month of May and July .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.

280.00 70.00 - -


non-current

Current non-current

Current



166



non-current

Current non-current

Current

Term Loan taken from RBL bank by DFIL, The rate of interest is 9.025% currently. Repayment in two bullet installments of Rs. 150 mn each to be paid on 1st July and Rs120 mn in August 2019


(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.


(v) Unconditional and irrecoverable personal guarantee of Mr. Ravi Kant Jaipuria & M/s. Ravi Kant Jaipuria & Sons (HUF) .

- - 270.00 -

Term Loan taken from RBL bank by DFIL, The rate of interest is 10.25% currently. principal amount is repaid in 18 equal quarterly installments.of Rs 41.67 mio starting from August 2018 to November 2022.



(iii) First pari-passu charge by way of equitable mortgage over immovable properties of the company at Baddi, Goa and Kosi and Asansol unit.


(v) Unconditional and irrecoverable personal guarantee of Mr. Ravi Kant Jaipuria & M/s. Ravi Kant Jaipuria & Sons (HUF) .

455.75 125.00 625.00 125.00

Term Loan taken from RBL bank by DFIL, The rate of interest is 8.50% currently. principal amount is repaid in 18 equal quarterly installments.of Rs 38.89 mio starting from November 2019 to February 2014.

(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

616.40 77.78 - -



167


Term Loan taken from Induslnd Bank by DFIL. Principal amount to be repaid in 88 equal installments.

(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.

975.00 25.00 - -

Vehicle loan from HDFC bank by DFIL. Repayment is made in 47 equal installments (EMI) of Rs. 1.49 mn including interest. Secured against hypothecation of respective vechicle.

32.21 16.80 43.95 13.71

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

In FY 2018-19-Rs 399.21mn In FY 2019-20- Rs. 415.26mn In FY 2020-21- Rs. 310.55mn

In FY 2021-22- Rs. 26.63mn. The loan is secured by

(i)First Pari Passu all assets debenture over Devyani Food Industries (Kenya) Limited for Rs 2.32bn & Rs 62.08mn.

(ii) Hire purchase agreement between NICB & Devyani Food Industries (Kenya) Limited.

(iii) All assets insurance cover with NIC Bank interest noted.

(iv) Legal charge of Rs 1.81bn supplemental to the debenture over LR Nos 8906/10 in the name of Devyani Food Industries (Kenya) Limited

752.43 399.21 - -

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.

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.

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

717.79 15.00 - -


non-current

Current non-current

Current



168



non-current

Current non-current

Current

Loans taken by Holding Company from Yes bank carrying rate of interest of 9% (10.25% upto September 30, 2017). 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.


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


339.56 100.00 434.47 50.00

Loans taken by Holding Company from Yes bank carrying rate of interest of 8.9% . This loan is repayable in 16 quarterly installments of 31.25 starting from March 2019.


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

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

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

340.07 125.00 463.29 31.25

Loans taken by Holding Company from Indusind bank carrying rate of interest of 9.1%. 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 to July 2021 and 4 monthly installments of Rs. 75 starting from April 2022 to July 2022.


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.


766.89 200.00 960.71 -

Loan taken by VBL carrying rate of interest of LIBOR+1.40% (31 March 2018 LIBOR +1.40%) and is repayable in two equal instalments of USD 2.5 million each in May 2018 and August 2018. The Company has separately executed contracts for cross currency interest plus rate swap on aforesaid loan and interest there on.

This loan is secured on first pari passu charge on the entire movable and immovable property, plant and equipment of the Holding Company including the territory /franchise rights acquired under the acquisition under slump sale basis.

1,693.64 - 1,635.69 325.22



169



non-current

Current non-current

Current

Loans taken by VBL carrying weighted average rate of interest 8.50% (31 March 2018: 8.32%) depending upon tenure of the loans. These loans are secured on first pari passu charge on the entire movable and immovable property, plant and equipment of the Holding Company including the territory /franchise rights acquired under the acquisition under slump sale basis.

For repayment terms refer note 22D(a).

16,837.47 3,375.23 16,683.55 1,937.81

Loans taken by VBL carrying rate of interest in range of 7.90-10.33% (31 March 2018: 7.90-10.33%). 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.

17.00 41.21 48.07 56.55

Loans of Varun Beverages (Zimbabwe) (Private) Limited, carry rate of interest of 5.26% to 6.76% (31 March 2018: 4% to 7%).

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.

For repayment terms refer note 22D (e).

1,082.59 571.27 912.18 199.58

Loans from banks at Varun Beverages Lanka (Private) Limited carry rate of interest of 13% (31 March 2018 13%). 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 22D.

0.88 0.64 2.74 -

Loans from banks at Varun Beverages (Nepal) Private Limited carry rate of interest of 8.80 % (31 March 2018 -Nil). For repayment terms refer note 22D.

132.36 117.08

Total (B) 31,145.98 7,005.62 28,070.05 4,516.79

Loan from financial institution/others

Loan from Industries and Commerce Department, 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., 9.72%. Loan is secured against bank guarantee equivalent to 100% of loan amount valid upto the repayment date of loan plus six months grace period.

367.13 - 122.85 -

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%.

334.39 - 191.71 -



170



non-current

Current non-current

Current

Loans of Varun Beverages Lanka (Private) Limited carry rate of interest of (31 March 2018 14% to 14.50%). These loans are repayable in 7-12 remaining monthly instalments of LKR 0.09 million to 1.24 million each.

These term loans are secured by mortgage over respective vehicles financed and machinery spares.

- - 4.69 1.42

Loan taken by VBL from others are repayable generally over a period of three to five years in instalments as per the terms of the respective agreements. These loans are secured against respective asset financed

2.52 10.66 12.94 22.54

Interest Free Loan taken from PICUP by DFIL The Loan is repayable in one installment after 7 years from the date of disbursement.

133.41 - 97.92 -

Loan from financial institutions taken by Holding Company

Loan 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 september 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.

- 139.90 187.64 600.00

Loan taken from Kotak Mahindra Prime Limited carrying rate of interest rate of 11.25% for first month, 15.35% for next three months and 9.9% thereafter. This loan is repayable in 48 monthly installments of Rs. 20.83 starting from January 2018 to December 2021.

432.82 250.00 679.18 250.00

Loan taken from Kotak Mahindra Prime Limited carrying rate of interest of 9.90%. 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.


738.10 261.90 1,000.00 -

Loan taken from Kotak Mahindra Prime Limited carrying rate of interest of 9.25% till April 2018 and 9.75% thereafter. This loan is repayable in bullet at the end of one year. This Term Loans from Kotak Mahindra Prime Ltd. is secured by :

a) Pledge of some of the Quoted/Unquoted Equity Shares held by the company.

b) Extension of charge over pledge of 6% equity shares of the Company and pledge of additional 1.5% equity shares of the Company as held by promoters.

c) Hypothecation over one of the current account of the Company.


- - - 500.00



171



non-current

Current non-current

Current

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 10.50%. This loan is repayable in 48 monthly installments of Rs. 29.16 starting from June 2019 to May 2023.

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.

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.

297.50 255.00 552.50 212.50

Loan from Clix Capital Services Private Limited carrying rate of interest 10.75%.This loan is repayable in bullet at the end of four months from drawdown.

- - - 500.00

Loan from Clix Capital Services Private Limited carrying rate of interest 10%. 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.

325.00 178.75 503.75 146.25

Loan from Axis Finance Limited carrying rate of interest 9.5%. This loan is repayable in 12 Quarterly instalments of Rs.83.33 starting from June 19 to March 2022.


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

662.05 333.33 992.80 -



172



non-current

Current non-current

Current

Loan from Axis Finance Limited carrying rate of interest 9.3%. This loan is repayable in 12 Quarterly instalments of Rs.25 starting from September 19 to June 2022.


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

220.29 75.00 293.05 -

Total (C) 5,209.03 1,908.71 4,639.01 2,232.70

Compulsorily convertible preference shares (unsecured)

CCPS shall be compulsorily and mandatorily convertible into equity shares upon expiry of fifteen years from the allotment date at a price which shall be calculated at the valuation of the Company computed by an independent valuer. The said CCPS may also be compulsorily and mandatorily convertible into equity shares earlier on the occurance of certain events at the option of the investor into such number of equity shares so as to enable Investor having such shareholding percentage in the company equal to Investor Exit Consideration in terms of Investment and Shareholders’ Agreement dated 15th September, 2014 and supplementary agreement dated 28 August 2017. The holders of compulsorily convertible preference shares have no rights to receive notices of, attend or vote at general meetings except in certain limited circumstances.

- - 2,579.34 -

Total (D) - - 2,579.34 -

Deferred value added tax (unsecured)

Deferred value added tax related to the VBL is repayable in 34 quarterly instalments starting from July 2013 to October 2021, first 33 quarterly instalments of ` 52.50 and last quarterly instalment of ` 51.59. The loan is discounted at the weighted average rate of borrowings, i.e.,11.51%.

- - - 3.72

Deferred value added tax and deferred excise relating to Varun Beverages (Zambia) Limited is repayable in instalments from October 2015 and will be spread over five years. Both of these are interest free.

55.97 50.07 121.04 60.07

Total (E) 55.97 50.07 121.04 63.79

Loan from body corporate/others (unsecured)

Loans taken by DIL from Chellarams Plc carries rate of interest 5%. These Loans are repayable within 3 to 5 years.

365.75 197.69 502.10 -

Loans taken by Devyani Food Industries (Kenya) Ltd. from Sameer ICT Limited carrying rate of interest 5%. These Loans are repayable within 3 to 5 years.

401.47 - - -

Loan taken by SVS India (P) Limited From Akshay Jindal carrying rate of interest 12%

0.80 - 0.80 -



173


Loan taken by Diagno from Sky Drive Consultants Pvt. Ltd. Carrying rate of interest 29.15% repayble 62 monthly installments as per the terms of the agreemnt

1.36 - 4.00 -

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

2.17 - 2.17 -

Total (F) 771.56 197.69 509.07 -

Total (A+B+C+D+E+F) 37,775.24 9,162.09 37,668.51 7,113.28

22D Repayment terms:

a) Loans carrying weighted average rate of 8.52% (31st March 2018:- 8.32%) depending upon tenure of loans

s. no.

Description 31 March 2019 31 March 2018 Repayment terms

non-current

Current non-current

Current

1 Term loan - 1 372.05 85.95 457.81 57.30 Two instalments of ` 42.98 millions each due in May 2019 and June 2019, two instalments of ` 57.30 millions each due in May 2020 and June 2020 , two instalments of ` 57.30 millions each due in May 2021 and June 2021 and two instalments of ` 71.63 millions each due in May 2022 and June 2022

2 Term loan - 2 1050.00 350.00 1,400.00 100.00 Two instalments of ` 175 millions each due in May 2019 and June 2019, two instalments of `175 millions each due in May 2020 and June 2020, two instalments of ` 175 millions each due in May 2021 and June 2021 , two instalments of ` 175 millions each due in May 2022 and June 2022.

3 Term loan - 3 990.00 210.00 1,200.00 - Three instalments of ` 70.00 each due in May 2019, June 2019 and July 2019, three instalments of ` 80.00 each due in May 2020,June 2020 and July 2020, two instalments of ` 80.00 each due in May 2021 and June 2021, one instalments of ` 80.00 due in July 2022 and three instalments of ` 90.00 each due in May 2023, June 2023 and July 2023 and two instalments of ` 90.00 due in May 2024 and of ` 150.00 due in June 2024.

4 Term loan - 4 995.46 - 1,792.89 200.00 Instalment 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.


non-current

Current non-current

Current




174


5 Term loan - 5 548.95 - 898.33 150.00 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 - 6 600.00 260.00 860.00 260.00 Two instalments of ` 130 each due in May 2019 and June 2019, 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 1,567.75 200.00 1,374.28 200.00 Two instalments of ` 98.21 each due in May 2019 and June 2019, two instalments of ` 196.42 each due in May 2020 and June 2020, two instalments of ` 294.62 each due in May 2021 and June 2021 and two instalments of ` 294.62 each due in May 2022 and June 2022.

8 Term loan - 8 545.00 140.00 750.00 - Two instalments of ` 70.00 each due in June 2019 and July 2019, 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 instalments of ` 85.00 due in May 2023.

9 Term loan - 9 581.36 - 1,375.11 206.25 Instalment of ` 76.96 million due in May 2021, ` 183.31 million due in June 2021, ` 183.31 due in May 2022 and ` 137.78 due in June 2022.

10 Term loan - 10 333.40 101.40 434.80 65.20 Instalment of ` 43.45 due in May 2019 and ` 57.95 due in June 2019, 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 - 11 833.40 125.00 958.40 41.60 Two instalments of ` 62.50 each due in May 2019 and June 2019, 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 and ` 111.30 in June 2023.

12 Term loan - 12 300.00 100.00 400.00 100.00 Two instalments of ` 50 each due in May 2019 and June 2019, two instalments of ` 75 each due in May 2020 and June 2020 and two instalments of ` 75 each due in May 2021 and June 2021.

s. no.


non-current

Current non-current

Current



175


13 Term loan - 13 834.06 297.88 1,131.94 357.46 Two instalments of ` 148.94 each due in May 2019 and June 2019, 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 - 14 300.00 100.00 400.00 100.00 Two instalments of ` 50 each due in May 2019 and June 2019, 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 two instalments of ` 50 each due in May 2022 and June 2022.

15 Term loan - 15 320.00 80.00 400.00 - Two instalments of ` 40 each due in May 2019 and June 2019, 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.

16 Term loan - 16 800.00 100.00 900.00 100.00 Two instalments of ` 50 each due in May 2019 and June 2019, 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 1,950.00 - 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.

18 Term loan - 18 450.00 50.00 - - Two instalments of ` 25 each due in May 2019 and June 2019, 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.

s. no.


non-current

Current non-current

Current



176


s. no.


non-current

Current non-current

Current

19 Term loan - 19 1,999.56 500.00 - - Two instalments of ` 250.00 each due in May 2019 and June 2019, 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 - 20 816.48 150.00 - - One instalments of ` 150.00 due in May 2019, one instalments of `200.00 due in May 2020,one instalments of ` 200.00 due in May 2021,one instalments of ` 200.00 due in May 2022 and one instalments of ` 250.00 due in May 2023.

21 Term loan - 21 800.00 200.00 - - 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.

22 Term loan - 22 500.00 - - - 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.

Total (22D (a)) 16,837.47 3,375.23 16,683.55 1,937.81

b) Loans of Varun Beverages (Zimbabwe) (Private) Limited, carry rate of interest of 5.26% to 6.76% (31 March 2018:

4% to 7%):

1 Term loan - 1 553.26 268.97 221.78 4.45 Balance amount as at 31 March 2019 is repayable in 12 quarterly instalments of USD 1 million each.

2 Term loan - 2 529.33 302.30 690.40 195.13 Balance amount as at 31 March 2019 is repayable in 4 quarterly instalments of USD 0.8 Million & 7 quarterly instalments of USD 1.3 Million.

Total (22D (b)) 1,082.59 571.27 912.18 199.58




177


c) Loans from banks at Varun Beverages Lanka (Private) Limited carry rate of interest of 13 % (31 March 2018 13%)

1 Term Loan - 1 0.88 0.64 2.72 - Balance amount as at 31 March 2019 is repayable in 26 monthy instalments of LKR 0.15 million.

Total (22D (c)) 0.88 0.64 2.72 -

d) Loans from banks at Varun Beverages (nepal) Private Limited carry rate of interest of 8.80 % (31 March 2018: nil)

1 Term Loan - 1 132.36 117.08 - - 3 installments of NPR 62.50 million each payable in April, May and June 2019, 3 installments of NPR 62.50 each payable in April, May and June 2020 and 1 installment of NPR 25 million payable in April 2021.

Total (22D (d)) 132.36 117.08 - -

grand total 22D (a+b+c+d)

18,053.30 4,064.22 17,598.46 2,137.39

22E. Deferred payment liabilities (secured)

Description Loan outstanding Loan outstanding

31 March 2019 31 March 2018


(i) Plant and equipment acquired under deferred payment terms

The payments are secured against a letter of credit issued by the Varun Beverages Ltd's banker. The amount is repayable in various tranches from January 2019 to April 2019.

- 70.94 20.29 362.67

(ii) Land purchased under deferred payment terms

a) The Varun Beverages Ltd had purchased leasehold land from Punjab Small Industries & Export Corporation Limited for a total consideration of ` 197.10

- - - 20.71

This balance carries rate of interest of 11 percent.

Total - 70.94 20.29 383.38

s. no.


non-current

Current non-current

Current




178


22F.Term & condition for short term loans

Particular & Term of repayment

security & guarantee As at 31 March

2019

As at 31 March

2018

Yes Bank Present Rate :- 8.80%

(i) Subservient Charges over entire movable fixed assets and current assets(including security deposits and loans and advances provided during the normal course of the business) of the borrower (both present and future).

(ii) Pledge over 18,75,000 equity shares of Devyani Food Industries Ltd. held by RJ Corp Ltd., providing minimum security coverage of 1.5x of the facility amount at all times (shares to be held in YBL DP).

(iii) Unconditional and irrevocable Personal Guarantee of Mr. Ravi Kant Jaipuria to remain valid during the entire tenor of credit facilities.

- 750.00

IDFC Bank Present Rate :- 8.50%

Personal Guarantee of Mr. Ravi Kant Jaipuria - 350.00

IDFC Bank Present Rate :- 8.50%

(i)First Pari Passu charge on current and subservient charge on movable fixed assets with 1x cover of the company located at Goa, Baddi and Kosi (except assets charge specifically to other lenders).

(ii) Hypothecation of brand “”Creambell”” on subservient basis.

(iii) Personal guarantee of Mr. Ravikant Jaipuria & M/s. Ravikant Jaipuria & Sons (HUF).

- 250.00

RBL Bank Repayable from June-2018 to August-2018 June-2018- Rs. 12 mn. June-2018- Rs. 13 mn. August-2018- Rs. 13 mn. Present Rate :- 9.35%



(iii) First pari-passu charge by way of equitable mortgage over immovable properties of the company at Baddi, Goa and Kosi and upcoming units at asansol.

(iv)Unconditional and irrecoverable personal guarantee of Mr. Ravikant Jaipuria & M/s. Ravikant Jaipuria & Sons (HUF) to remain valid during the tenure of credit facility with us.

- 38.00

Total - 1,388.00



179


23. Other non-current financial liabilities

As at 31.03.2019

As at 31.03.2018

Deferred revenue on government grant 45.40 45.63

Security deposit 1,015.85 947.66

Derivatives (interest rate swap) 5.36 -

Other deposit 4.41 15.21

1,071.02 1,008.50

24. Other non-current liabilities

As at 31.03.2019

As at 31.03.2018

non-current

Deferred income 6.90 3.20

Provision for contingent liability (Net of tax paid under protest) 23.42 73.83

Other Payable 6.88 -

Lease equalisation reserve 488.18 416.97

525.38 494.00

25. Provisions

(Refer note 41)

As at 31.03.2019

As at 31.03.2018

non-current

Defined benefit liability (net) 1,004.71 766.58

Other long term employee obligations 442.77 347.82

1,447.48 1,114.40

Current

Defined benefit liability (net) 70.98 99.06

Other short term employee obligations 190.16 149.86

261.14 248.92

26. Trade payables

As at 31.03.2019

As at 31.03.2018

Total outstanding dues of-

Micro and small enterprises (refer note 48) 27.65 42.67

Others 7,802.43 5,998.28

7,830.08 6,040.95






180


27. Other current financial liabilities

As at 31.03.2019

As at 31.03.2018

Current maturities of long-term debts (Refer note 22 C) 9,162.09 7,113.28

Interest accrued but not due on borrowings 379.16 396.89

Interest accrued and due on borrowings 28.57 50.42

Current portion of deferred payment liabilities (Refer note 22 E) 70.94 383.38

Employee related payables 436.73 556.81

Unpaid dividends 4.61 0.06

Security deposits 3,394.58 2,796.03

Liability for foreign currency derivative contract 88.08 33.53

Deferred revenue on government grant 173.81 135.68

Retention money payable 5.38 5.01

other payable 168.70 245.90

Amount due to related party - 4.27

Capital creditors 1,592.64 996.51

Book overdraft - 17.40

Insurance claim receivable(advance against restoration expenses) 145.04 146.42

15,650.33 12,881.59

28. Other current liabilities

As at 31.03.2019

As at 31.03.2018

Advances from customers 852.87 925.52

Statutory dues payable 2,180.89 2,347.85

Advance discount received 3.81 0.00

Deferred income 1,630.64 1,514.76

Other payable 6.97 -

4,675.18 4,788.13

29 Current tax liabilities (net)

As at 31.03.2019

As at 31.03.2018

Provision for tax, net of prepaid taxes 144.30 14.10

144.30 14.10





181


30. Revenue from operations

For the year ended

31.03.2019

For the year ended

31.03.2018

Revenue from operations (gross)

Sale of products (inclusive of excise duty) 76,011.57 62,388.66

Sale of services 1,296.48 1,867.65

Other operating revenue 1,403.91 1,519.50

78,711.96 65,775.81

31. Other income

For the year ended

31.03.2019

For the year ended

31.03.2018

Interest income on items at amortised cost:

-bank deposits 23.36 44.02

-Compulsary convertible debentures 72.00 41.82

-others 510.00 378.91

Net gain on foreign currency transactions and translations 46.52 80.28

Profit on sale of current investments and financial assets 0.48 0.57

Excess provisions written back 108.24 122.15

Guarantee commission/commission income from:

- others 0.88 2.56

Dividend income from non-current investment 0.35 0.01

Profit on sale of property, plant & equipment (net) 0.25 5.93

Government grant income - 1.75

Rental income 138.85 101.16

Profit on dilution of control in subsidiary (refer note 57A) - 873.52

Profit on disposal of Investment in JV Company 976.50 -

Miscellaneous 142.23 65.66

2,019.66 1,718.33




182


32. Cost of materials consumed

For the year ended

31.03.2019

For the year ended

31.03.2018

Raw material and packing material consumed

Inventories at beginning of the reporting period/year 4,131.46 4,059.94

Purchases during the reporting period/year (net) 30,804.64 26,685.30

34,936.10 30,745.24

Sold during the reporting period/year 1,002.41 768.04

Inventories at end of the reporting period/year 4,748.69 4,131.46

29,185.00 25,845.74

33. Purchases of traded goods

For the year ended

31.03.2019

For the year ended

31.03.2018

Traded Goods 3,247.62 1,197.81

Others 131.65 144.43

3,379.27 1,342.24

34. Changes in inventories of traded goods

For the year ended

31.03.2019

For the year ended

31.03.2018

As at the beginning of the reporting period/year

Finished/Traded goods 2,394.69 1,832.22

Intermediate goods 1,043.49 930.09

Work in progress 1,063.13 2,094.02

4,501.31 4,856.33

Adjustment of dilution / acquistion

Finished/Traded goods (70.70) 109.78

Work in progress - 1,026.82

(70.70) 1,136.60

As at the closing of the reporting period/year

Finished/Traded goods 2,211.41 2,394.69

Intermediate goods 1,227.86 1,043.49

Work in progress 1,119.01 1,063.13

4,558.28 4,501.31

Excise duty adjustment on inventories - 228.19

Finished goods used as fixed assets (243.51) (333.07)

(229.78) (1,342.84)





183


35. Employee benefits expense

For the year ended

31.03.2019

For the year ended

31.03.2018

Salaries and wages 9,498.27 7,845.48

Contribution to provident and other funds 571.43 500.35

Employee stock option scheme expenses 2.52 2.73

Staff welfare expenses 323.91 325.73

10,396.13 8,674.29

36. Finance costs

For the year ended

31.03.2019

For the year ended

31.03.2018

Interest on items at amortised cost:

-Term loans 3,416.31 2,671.27

-Working capital facilities 402.87 281.10

-Compulasary convertible debentures 210.75 199.35

-Non-convertible debentures 56.96 231.00

-Compulasary convertible preference shares 379.46 156.21

- Others 458.07 723.52

Exchange difference regarded as an adjustment to borrowing cost 73.78 (13.78)

-Compulasary convertible preference shares - 208.42

Other ancillary borrowing costs:

- Processing fees 65.14 105.43

- Upfront fees - 5.25

5,063.34 4,567.77

37. Depreciation and amortisation expense

For the year ended

31.03.2019

For the year ended

31.03.2018

Depreciation on property, plant and equipment 5,382.61 4,691.72


5,508.21 4,826.91






184

38. Other expenses

For the year ended

31.03.2019

For the year ended

31.03.2018

Power and fuel 3,243.54 2,740.15

Repairs to plant and equipment 1,265.03 936.20

Repairs to buildings 399.67 337.98

Other repairs 514.95 467.90

Consumption of stores and spares 937.53 1,002.38

Rent (Refer note 47) 3,330.65 2,501.03

Rates and taxes 160.78 133.58

Insurance 82.04 68.64

Printing and stationery 81.77 74.97

Communication 218.59 218.82

Travelling and conveyance 828.48 662.63

Directors' sitting fee 9.93 8.37

Payment to the auditors as

Audit and reviews 35.59 32.27

Taxation matters 1.46 0.27

Other matters 3.60 1.73

Reimbursement of expenses 2.62 0.55

Vehicle running and maintenance 258.34 247.97

Lease and hire 127.43 110.43

Security and service charges 393.33 310.30

Professional and consultancy 390.56 356.95

Bank charges 174.74 78.14

Advertisement and sales promotion 2,390.87 1,658.25

Meeting and conference 26.02 14.60

Franchisee Collection Fees 53.72 12.68

Commission Expense 13.60 25.04

Credit card commission and cash pickup charges 115.60 87.01

Royalty paid 1,010.99 848.43

Freight, octroi and insurance paid (net) 3,945.83 2,800.70

Delivery vehicle running and maintenance 607.42 511.57

Distribution expenses 340.03 357.32

Loading and unloading charges 292.65 249.26

Property, plant and equipment written off 166.51 88.53

Intangible assets written off 11.86 -


Loss on remeasurment of equity/derivative instruments at FVTPL 7.03 0.06

Loss on sale of invesments/financial assets - 2.80




185

Bad debts and advances written off 110.29 193.22

Allowance for doubtful debts 100.14 112.49

Corporate Social Responsibility expenditure 48.23 29.21

Net loss on foreign currency transactions and translations 1,661.39 47.24

Provision for doubtful advances 56.07 1.15

Transplant Expenses Paid 0.85 2.95

Medical & chemical expenses 1.20 5.40

Testing expenses - 9.35

Other operating expenses 263.46 262.92

Provision for impairment in valuation of investment - 25.00

General office and other miscellaneous 266.26 315.66

24,043.00 18,038.06

39. Income Tax

(a) Amounts recognised in the statement of Profit and Loss comprises:

For the year ended

31.03.2019

For the year ended

31.03.2018

Current tax:

Current tax 1,212.81 542.38

1,212.81 542.38

Deferred tax expense:

Attributable to Origination and reversal of temporary differences 72.43 241.56

1,285.24 783.94

(b) Income tax recognised in other comprehensive income

For the year ended

31.03.2019

For the year ended

31.03.2018

Income tax relating to remeasurement of equity instrument at fair value 30.58 271.63

Income tax relating to remeasurement of defined benefit plans 14.94 (1.04)

Income tax relating to exchange difference in translating financial statements of foreign operations

(10.61) 29.93

34.91 300.52

For the year ended

31.03.2019

For the year ended

31.03.2018






186

(c) Reconciliation of tax expense between accounting profit at applicable tax rate and effective tax rate:

For the year ended

31.03.2019

For the year ended

31.03.2018

Profit/(Loss) before tax 1,948.89 1,769.50

Tax using the Company's domestic tax rate (22.88% (31 March 2018: 26%) 445.91 460.07

Effect of :

Change in unrecognised temporary differences 45.87 2.24

Unrecognised tax losses 418.10 658.46

Rate change impact on deferred tax * 78.09 (109.27)

Tax rate differential for taxes provided in subsidiaries 635.82 134.46

Share of Profit/Loss of equity accounted investees - 32.20

Recognition of previously unrecognised tax losses - (42.09)

Income tax pertaining to previous years 20.58 5.46

Non deductible expenses/Non Taxable Income (net) 1.96 (62.76)

Deduction claimed u/s 80 IE of Income-tax Act, 1961 at Holding Company (275.24) (219.02)

Effect of deferred tax on liabilities under business combinations 7.67 (22.57)

Effect of deferred tax on capital gain on assets classified as assets held for sale in Parent Company

(59.14) 59.14

Tax impact of dividend distributed by a subsidiary taxable in hands of Holding Company

25.43 32.96

Deduction claimed u/s 32 AC of Income tax Act, 1961 - (179.90)

Others (59.82) 34.55

Income tax expense at effective tax rate reported in the statement of Profit and Loss

1,285.24 783.94

* Represents the change in enacted tax rate as on the reporting date.




187

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188

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 subsidiary Country of incorporation and principal

place of business

Proportion of ownership interests held by the group

at year end

As at 31 March

2019

As at 31 March

2018

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. #(Earlier known as Sameer Agriculture & Livestock (Kenya) Ltd.)~

Kenya 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% 56.53%

Devyani International (Nigeria) Limited (Subsidiary of "RVEPL") Nigeria 52.34% 32.51%

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 Bangladesh Private Ltd. (Subsidiary of "CBPL") Bangladesh 67.34% 67.34%

Varun Beverages Limited ("VBL") India 30.56% 30.57%

Varun Beverages (Nepal) Private Limited (Subsidiary of "VBL") Nepal 30.56% 30.57%

Varun Beverages Lanka (Private) Limited ("VB Lanka")(Subsidiary of "VBL") Sri Lanka 30.56% 30.57%

Varun Beverages Morroco SA (Subsidiary of "VBL") Morocco 30.56% 30.57%

Ole Spring Bottlers (Private) Limited (Subsidiary of "VB Lanka") Sri Lanka 30.56% 30.57%

Varun Beverages (Botswana) (Prorietary) Limited (Subsidiary of "VBL") Zambia 30.56% -

Varun Beverages (Zambia) Limited (Subsidiary of "VBL") Zambia 27.50% 27.51%

Varun Beverages (Zimbabwe) Private Limited (Subsidiary of "VBL") Zimbabwe 25.98% 25.98%

Accorbev (Telangana) Private Limited India 100.00% 100.00%

Anuj Traders Private Limited India 99.90% 99.90%

snowpeak Enterprises Private Limited India 99.95% 99.95%

sVs India Private Limited India 72.00% 72.00%

Diagno Labs Private Limited India 99.97% 69.00%

Modern Montessori International (India) Pvt Ltd India 50.20% 50.20%




189

name of subsidiary/ step subsidiary Country of incorporation and principal

place of business

Proportion of ownership interests held by the group

at year end

As at 31 March

2019

As at 31 March

2018

Alisha Retail Private Limited** India 99.95% 99.95%

Cryoviva International Pte Ltd ("CIPL")^ Singapore 56.00% 56.00%

Cryoviva Singapore Pte Ltd (Subsidiary of "CIPL") Singapore 47.65% 47.65%

Africare Limited*(AL) Kenya 27.50% 27.50%

Medanta Africare (Tanzania) Limited (Subsidiary of "AL") Tanzania 27.50% 27.50%

Medanta Africare (Uganda) Limited (Subsidiary of "AL") Uganda 27.50% 27.50%

Lineage Healthcare Limited*** India 49.80% 49.80%

Parkview City Limited**** India 38.00% 38.00%

Agarwal Cold Drinks Pvt.Ltd. India 25.00% 25.00%

Capital Infracon Private Limited India 49.50% 49.50%

Ratnakar Foods & Beverages Pvt. Ltd. India 50.00% 50.00%

Angelica Technologies Private Limited ("ATPL")(Associate of "VBL") India 14.45% 14.46%

Lunarmech Technologies Private Limited (Subsidiary of "ATPL") India 10.70% 10.70%

Cryoviva Thailand Pvt Ltd(Associate of "AIPL") Thailand 50.00% 50.00%

Devyani Food Industries (Kenya) Ltd. #(Earlier known as Sameer Agriculture & Livestock (Kenya) Ltd.) (JV of "DFIL")~

Kenya - 49.96%

Iclinic Healthcare Private Limited(Associate of Diagno Labs Pvt. Ltd.) # India 37.13% 0.00%

The Minor Food Group (India) Private Limited (JV of "DIL") India 22.92% 22.92%

* Africare Limited became associates from subsidiary with effect from 04 December 2017 because of decrease of ownership stakes from 55% to 27.5%

# Iclinic Healthcare Private Limited become associates with effect from 26 March 2019.

~ Devyani Food Industries (Kenya) Ltd. #(Earlier known as Sameer Agriculture & Livestock (Kenya) Ltd.) became subsidiary from associates on account of increase in stake from 49.96% to 62.50% with effect from 28 September 2018. ^Cryoviva International PTE Ltd-Singapore became subsidiary with effect from 31 August 2017 on account of acquiring of ownership stake of 56%

**Alisha Retail Private Limited became subsidiary from associates on account of increase in stake from 50 % to 51% with effect from 28 July 2017.

***Lingeage Healthcare Limited became associates from subsidiary with effect from 31 August 2017 because of decrease of ownership stakes from 50.40% to 49.60%

****Parkview City Limited became associates from subsidiary with effect from 31 August 2017. 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:



190

gratuity

31 March 2019 31 March 2018

Changes in present value are as follows:


Acquired on business combination 9.90 67.69

Past service cost - 2.95

Current service cost 138.13 132.81

Adjustment on account of acquisition - (0.18)

Interest cost 71.82 52.20

Benefits settled (71.02) (62.69)

Exchange differences on transition (2.39) (0.40)

Actuarial loss/(gain) 44.49 14.14

Balance at the end of the year 1,145.98 955.05

gratuity

31 March 2019 31 March 2018

Change in fair value of plan assets are as follows:

Plan assets at the beginning of the year, at fair value 91.27 48.05

Expected income on plan assets 6.31 4.07

Fund Charges (0.12) (0.08)

Actuarial gain/(loss) (0.53) 0.73

Contributions by employer 11.84 76.63

Benefits settled (35.80) (38.13)

Plan assets at the end of the year, at fair value 72.97 91.27

gratuity

31 March 2019 31 March 2018

Reconciliation of present value of the obligation and the fair value of the plan assets:

Present value of obligation 1,145.98 955.05

Fair value of plan assets (72.95) (91.25)

net liability recognised in the Balance sheet 1,073.03 863.80

gratuity

31 March 2019 31 March 2018

Amount recognised in statement of Profit and Loss:

Current/Past service cost 138.13 132.81

Interest expense 71.82 52.20

Expected return on plan assets 6.31 4.07

net cost recognised 216.26 189.08



191

gratuity

31 March 2019 31 March 2018

Amount recognised in Other Comprehensive Income:

Actuarial changes arising from changes in financial assumptions (1.02) 4.67

Actuarial changes arising from changes in demographic assumptions - 4.23

Experience adjustments 45.28 5.24

Return on plan assets 0.53 (0.73)

Amount recognised 44.79 13.41

gratuity

31 March 2019 31 March 2018

Assumptions used:

Mortality IALM (2006-08) ultimate


Discount rate 6.52-14.00% 6.84-13.00%

Withdrawal rate 3-11% 3-11%

Salary increase 6-12% 5-13%

Rate of return on plan assets 7.84% 7.84%

Retirement age (Years) 55-65 years 55-65 years

A quantitative sensitivity analysis for significant assumption as at 31 March 2019 is as shown below:

sensitivity level gratuity


Discount rate+1% +1% (40.41) (60.18)

-1% -1% 87.78 68.24

Salary increase+1% +1% 67.10 65.46

-1% -1% (57.68) (59.06)

Withdrawal rate+1% +1% (59.98) (57.51)

-1% -1% 107.65 97.75

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.



192

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:

31 March 2019 31 March 2018

Contribution to defined contribution plans, recognised as expense for the year is as under:

Employer’s contribution to provident and other funds 571.43 500.35

31 March 2019 31 March 2018

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:

2.66 1.85

42 Earnings per share (EPs)

As at 31 March 2019

As at 31 March 2018

Profit/(Loss) attributable to the equity shareholders (939.12) (137.62)

Weighted average number of equity shares outstanding during the year for calculating basic earning per share (nos.)

193,778 187,810

Weighted average number of equity shares for calculation of diluted earnings per share (nos.)

193,778 187,810

Nominal value per equity shares (`) 10.00 10.00

Basic earnings per share (`) (4,846.36) (732.77)

Diluted earnings per share (`) (4,846.36) (732.77)

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 cannot be estimated reliably at this stage.




(` in million)


193

43 Contingent liabilities and commitments

As at 31 March 2019

As at 31 March 2018

a. Guarantees issued on behalf of companies 438.20 1,162.61

b. Claims against the Company not acknowledged as debts (being contested):-

i For excise and service tax 713.80 610.16

ii For sales tax / entry tax 551.68 305.79

iii For income tax 561.05 373.44

iv Others* 348.12 273.25

c. Contingent liabilities relating to interest in joint venture - 0.87

d. Others for which the Group is contingently liable # 7.45 7.45

- Liability in respect of statutory bonus for the year ended 31 March 2015

*excludes pending matters where amount of liability is not ascertainable.

44 Capital commitments

As at 31 March 2019

As at 31 March 2018

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

999.59 2,290.25

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.

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

Mr. Rajesh Chopra Director (upto 30/04/2018)

Mr. Prashant Purkar Director (upto 19/12/2017)

Mr. Sanjoy Mukarjee Director (upto 30/09/2018)

Mr. Ravindra Dhariwal Director (upto 30/03/2018)

Ms. Rashmi Dhariwal Director (wef 01/04/2018)

Mr. Girish Ahuja Director (wef 01/04/2018)





194

Mr. S.V. Singh Whole time Director (upto 30/04/2018)

Mr. Ravi Kant Jaipuria Director

Mr. Parth Dasharathlal Gandhi Director (upto 31/10/2017)

Mr. Lalit Singh CFO

Mrs. Monika Bhardwaj CS (upto 15/03/2018)

Mr. Mahavir Prasad Garg CS (W.e.f 16/03/2018)

III. Associate (or an associate of any member of a group)

- Lineage Healthcare Ltd. (wef 31/08/2017)

- Africare Limited (wef 04/12/2017)

- ParkView City Ltd. (wef 31/08/2017)

- Capital Infracon Private Limited

- Angelica Technology Private Ltd.

- Cryoviva (Thailand) Ltd.

- Sameer Agricluture & Livestock (Kenya) limited (upto 28/09/2018)

- Lunarmech Technologies Private Limited

- The Minor Food Group (India) Private Limited

- iClinic Healthcare Private Limited

- Alisha Retail Pvt Ltd. (upto 28/07/2017)

IV. Entities in which a director or his/her relative is a member or director

- Empire Stocks Pvt Limited (wef 31/08/2017)

- Shabnam Properties Pvt. Ltd.

- Champa Devi Jaipuria Charitable Trust

- Accor Solar Energy Private Limited (formerly Devyani Agri Business Pvt. Ltd)

- Arctic Overseas Pte. Ltd.

- Mala Jaipuria Foundation

- High Street Food Services Private Limited

- Pinnacle Town Planners Pvt Ltd.

- Pinnacle Township Pvt Ltd

- Capital Tower Pvt Ltd.

- Pinnacle Constructions Pvt Ltd

- Alisha Torrent Closure Private Limited

- 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

*With whom the Group had transactions during the current year and previous year.



195

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ORP

LIM

ITED

(CO

NSO

LID

ATED

)

Des

crip

tion

ult

imat

e Co

ntro

llin

g Pa

rty

kM

P a

nd th

eir

rela

tive

sEn

titi

es in

whi

ch a

di

rect

or o

r hi

s/he

r

rela

tive

is a

mem

ber

or

dire

ctor

Enti

ties

whi

ch a

re p

ost

empl

oym

ent b

enefi

ts

plan

s

Ass

ocia

te (o

r an

as

soci

ate

of a

ny m

embe

r of

a g

roup

)

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

Par

kvie

w C

ity L

td -

-

-

-

-

-

-

-

5

,246

.41

2,6

02.6

5 Em

pire

Sto

cks

Pri

vate

Li

mite

d -

-

-

-

5

36.9

0 6

67.9

5 -

-

-

-

Afr

icar

e Li

mite

d -

-

-

-

-

-

-

-

3

4.66

-

Lo

an r

ecei

ved

back

P

arkv

iew

City

Ltd

-

-

-

-

-

-

-

-

4,8

48.7

1 2

,407

.15

Empi

re S

tock

s P

riva

te

Lim

ited

-

-

-

-

849

.92

848

.45

-

-

-

-

Loan

take

n Va

run

Jaip

uria

-

-

5

95.0

0 -

-

-

-

-

-

-

Em

pire

Sto

ck P

vt L

td.

-

-

-

-

78.

83

277

.45

-

-

-

-

Cry

oviv

a (T

haila

nd) L

td.

-

-

-

-

-

-

-

-

295

.46

-

Par

kvie

w C

ity L

td -

-

-

-

-

-

-

-

3

,199

.85

-

unp

aid

Inte

rest

con

vert

ed to

loan

Empi

re S

tock

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vate

Li

mite

d -

-

-

-

2

1.32

-

-

-

-

-

Loan

rep

aid

Varu

n Ja

ipur

ia

-

-

278

.32

1,2

88.5

1 -

-

-

-

-

-

P

arkv

iew

City

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-

-

-

-

-

-

-

-

3,1

35.8

9 -

H

igh

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eet F

ood

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vice

s P

riva

te L

imite

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-

-

-

-

2

2.02

-

-

-

-

Empi

re S

tock

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vate

Li

mite

d -

-

-

-

1

74.4

7 2

60.5

2 -

-

-

-

Com

puls

ary

conv

erti

ble

debe

ntur

es is

sued

R.K

. Jai

puri

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s H

UF

650

.00

-

-

-

-

-

-

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-

-

Conv

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f Com

puls

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to e

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ares

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.K. J

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ons

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f Com

pula

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es in

to e

quit

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ares

R.K

. Jai

puri

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s H

UF

1,0

00.3

7 -

-

-

-

-

-

-

-

-

Va

run

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uria

-

-

1

,958

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-

-

-

-

-

-

-

sec

urit

y D

epos

it p

aid

/ (r

ecei

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Nec

tor

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erag

es P

riva

te

Lim

ited

-

-

-

-

120

.00

-

-

-

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-

(` in

mill

ions

, exc

ept a

s st

ated

oth

erw

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198

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mar

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nifi

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acc

ount

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polic

ies

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form

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the

cons

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fina

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l sta

tem

ents

for

the

year

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1 M

arch

201

9

RJ C

ORP

LIM

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(CO

NSO

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ATED

)

Des

crip

tion

ult

imat

e Co

ntro

llin

g Pa

rty

kM

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tive

sEn

titi

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s/he

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rela

tive

is a

mem

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or

dire

ctor

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ties

whi

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re p

ost

empl

oym

ent b

enefi

ts

plan

s

Ass

ocia

te (o

r an

as

soci

ate

of a

ny m

embe

r of

a g

roup

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31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

SM

V B

ever

ages

Pri

vate

Li

mite

d -

-

-

-

2

30.0

0 -

-

-

-

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age

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lthc

are

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-

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-

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-

-

-

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50.

00

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Paym

ent t

o gr

atui

ty tr

ust

VBL

Empl

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ratu

ity

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-

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-

-

-

1

.84

51.

67

-

-

DIL

Em

ploy

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ratu

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rust

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-

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-

-

-

10.

00

25.

00

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(Exp

ense

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y th

e Co

mpa

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n be

half

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ther

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Tech

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Nec

tor

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(0.0

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Acc

or In

dust

ries

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vate

) Li

mite

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0

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Min

or F

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Adv

ance

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0

.16

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age

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-

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0.6

1 -

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linic

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lthc

are

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vate

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(0

.12)

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Pur

chas

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ines

ses

SM

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ever

ages

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vate

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mite

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1

,419

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-

-

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SM

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genc

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vate

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mite

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1

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-

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Mar

keti

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uppo

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4.8

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-

-

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Lin

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-

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0.0

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ecto

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vate

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Test

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1

.27

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age

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-

-

-

2.4

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ions

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ept a

s st

ated

oth

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199

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mar

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nifi

cant

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ount

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polic

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and

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form

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the

cons

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ated

fina

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l sta

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ents

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year

end

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1 M

arch

201

9

RJ C

ORP

LIM

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NSO

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ATED

)

Des

crip

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ult

imat

e Co

ntro

llin

g Pa

rty

kM

P a

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eir

rela

tive

sEn

titi

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whi

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di

rect

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is a

mem

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or

dire

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Enti

ties

whi

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ost

empl

oym

ent b

enefi

ts

plan

s

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ocia

te (o

r an

as

soci

ate

of a

ny m

embe

r of

a g

roup

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31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

iClin

ic H

ealt

hcar

e P

riva

te

Lim

ited

-

-

-

-

-

-

-

-

1.1

1 -

Rem

uner

atio

n Pa

idLa

lit S

ingh

-

-

3.2

4 2

.89

-

-

-

-

-

-

Mr.

Varu

n Ja

ipur

ia -

-

3

1.22

3

1.22

-

-

-

-

-

-

M

r. R

aj P

al G

andh

i -

-

3

5.59

5

3.85

-

-

-

-

-

-

M

r. R

ajes

h C

hopr

a -

-

-

7

.47

-

-

-

-

-

-

Mr.

Mah

avir

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sad

-

-

3.3

9 0

.67

-

-

-

-

-

-

Mrs

. Mon

ika

Bha

rdw

aj -

-

-

1

.47

-

-

-

-

-

-

Mrs

. Dev

yani

Jai

puri

a -

-

6

.00

6.0

0 -

-

-

-

-

-

M

r. S

anjo

y M

uker

ji -

-

6

.01

10.

02

-

-

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-

-

-

Mrs

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ra J

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-

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12.

02

12.

02

-

-

-

-

-

-

Ren

t/ le

ase

char

ges

paid

Mr.

S.V

. Sin

gh -

-

-

0

.08

-

-

-

-

-

-

R.K

. Jai

puri

a &

Son

s H

UF

6.9

5 6

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-

-

-

-

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-

-

-

Mrs

. Dha

ra J

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2.4

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.18

-

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Mee

nu S

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0.3

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Dir

ecto

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itti

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Gir

ish

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ja -

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0

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-

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Ms.

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hmi D

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wal

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3

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-

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Rav

indr

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wal

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2

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-

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-

-

-

-

Com

mis

sion

pai

dS

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am P

rope

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s P

vt

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ited

-

-

-

-

-

0.0

9 -

-

-

-

Ang

elic

a Te

chno

logi

es P

vt.

Ltd.

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-

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-

-

-

-

-

-

0.0

7

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rwal

Col

d D

rink

s P

vt L

td.

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-

-

-

-

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-

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0.0

8 Co

mm

issi

on r

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Par

kvie

w C

ity L

imite

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-

-

-

-

-

-

-

0

.42

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2 R

eim

burs

emen

t of E

xpen

ses

Mrs

. Dev

yani

Jai

puri

a -

-

3

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0.9

4 -

-

-

-

-

-

M

anag

emen

t Fee

s a

nd R

oyal

ty R

ecei

ved

Sam

eer

Agr

icul

ture

&

Live

stoc

k (K

enya

) Lim

ited

-

-

-

-

-

-

-

-

-

20.

94

(` in

mill

ions

, exc

ept a

s st

ated

oth

erw

ise)


200

Sum

mar

y of

sig

nifi

cant

acc

ount

ing

polic

ies

and

othe

r ex

plan

ator

y in

form

atio

n on

the

cons

olid

ated

fina

ncia

l sta

tem

ents

for

the

year

end

ed 3

1 M

arch

201

9

RJ C

ORP

LIM

ITED

(CO

NSO

LID

ATED

)

Des

crip

tion

ult

imat

e Co

ntro

llin

g Pa

rty

kM

P a

nd th

eir

rela

tive

sEn

titi

es in

whi

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di

rect

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s/he

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rela

tive

is a

mem

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or

dire

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Enti

ties

whi

ch a

re p

ost

empl

oym

ent b

enefi

ts

plan

s

Ass

ocia

te (o

r an

as

soci

ate

of a

ny m

embe

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a g

roup

)

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

Pro

fess

iona

l cha

rges

and

oth

er r

eim

burs

emen

ts p

aid

Sag

acito

Tec

hnol

ogy

Pvt

. Lt

d. -

-

-

-

6

.00

-

-

-

-

-

S.V

. Sin

gh -

-

-

1

.92

-

-

-

-

-

-

CBC

coll

ecti

on c

harg

esLi

neag

e H

ealt

hcar

e Lt

d. -

-

-

-

-

-

-

-

1

.68

1.7

5 A

fric

are

Lim

ited

-

-

-

-

-

-

-

-

0.1

6 0

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Ren

t rec

eive

dA

lisha

Ret

ail P

riva

te L

imite

d -

-

-

-

-

-

-

-

-

1

.81

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ha T

orre

nt C

losu

re

Pri

vate

Lim

ited

-

-

-

-

0.2

4 2

.59

-

-

-

-

The

Min

or F

ood

Gro

up

(Indi

a) P

riva

te L

imite

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-

-

-

-

-

-

-

0

.83

1.2

8

Line

age

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lthc

are

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ited

-

-

-

-

-

-

-

-

0.0

0 0

.00

Par

kvie

w C

ity L

imite

d -

-

-

-

-

-

-

-

0

.01

0.1

5 Em

pire

Sto

ck P

vt L

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d -

-

-

-

0

.00

0.0

0 -

-

-

-

D

evya

ni A

irpo

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ervi

ces

Mum

bai P

vt L

td -

-

-

-

-

-

-

-

-

-

Dev

yani

Foo

d S

tree

t Pvt

Ltd

-

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-

-

-

-

-

-

-

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Sha

bnam

Pro

pert

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Pvt

Li

mite

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-

-

-

0

.00

0.0

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-

-

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Pin

nacl

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wn

Pla

nner

s P

vt

Ltd.

-

-

-

-

0.0

0 0

.00

-

-

-

-

Pin

nacl

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wns

hip

Pvt

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-

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0.0

0 0

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-

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Cap

ital I

nfra

con

Pvt

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-

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-

-

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0

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0 C

apita

l Tow

er P

vt L

td.

-

-

-

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0.0

0 0

.00

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-

Aga

rwal

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rink

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vt L

td.

-

-

-

-

-

-

-

-

0.0

0 -

A

ngel

ica

Tech

nolo

gies

Pvt

. Lt

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-

-

-

-

-

-

0

.00

0.0

0

Inte

rest

rec

eive

dP

arkv

iew

City

Lim

ited

-

-

-

-

-

-

-

-

111

.45

69.

90

SM

V B

ever

ages

Pri

vate

Li

mite

d -

-

-

-

4

.00

-

-

-

-

-

Sam

eer

Agr

icul

ture

&

Live

stoc

k (K

enya

) Lim

ited

-

-

-

-

-

-

-

-

-

14.

53

(` in

mill

ions

, exc

ept a

s st

ated

oth

erw

ise)


201

Sum

mar

y of

sig

nifi

cant

acc

ount

ing

polic

ies

and

othe

r ex

plan

ator

y in

form

atio

n on

the

cons

olid

ated

fina

ncia

l sta

tem

ents

for

the

year

end

ed 3

1 M

arch

201

9

RJ C

ORP

LIM

ITED

(CO

NSO

LID

ATED

)

Des

crip

tion

ult

imat

e Co

ntro

llin

g Pa

rty

kM

P a

nd th

eir

rela

tive

sEn

titi

es in

whi

ch a

di

rect

or o

r hi

s/he

r

rela

tive

is a

mem

ber

or

dire

ctor

Enti

ties

whi

ch a

re p

ost

empl

oym

ent b

enefi

ts

plan

s

Ass

ocia

te (o

r an

as

soci

ate

of a

ny m

embe

r of

a g

roup

)

31.0

3.20

1931

.03.

2018

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i Jai

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n Ja

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202

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ount

ing

polic

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cons

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ated

fina

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l sta

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ents

for

the

year

end

ed 3

1 M

arch

201

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LIM

ITED

(CO

NSO

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ATED

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crip

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ult

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e Co

ntro

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kM

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nd th

eir

rela

tive

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whi

ch a

di

rect

or o

r hi

s/he

r

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tive

is a

mem

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or

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Enti

ties

whi

ch a

re p

ost

empl

oym

ent b

enefi

ts

plan

s

Ass

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te (o

r an

as

soci

ate

of a

ny m

embe

r of

a g

roup

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31.0

3.20

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2018

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3.20

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31.0

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31.0

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ha T

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(145

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(2

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i Kan

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ited

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(38.

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(2

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&

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k (K

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-

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283

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Mrs

. Dev

yani

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. Jai

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s H

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931

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ions

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ept a

s st

ated

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ise)


203

Sum

mar

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acc

ount

ing

polic

ies

and

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plan

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y in

form

atio

n on

the

cons

olid

ated

fina

ncia

l sta

tem

ents

for

the

year

end

ed 3

1 M

arch

201

9

RJ C

ORP

LIM

ITED

(CO

NSO

LID

ATED

)

Des

crip

tion

ult

imat

e Co

ntro

llin

g Pa

rty

kM

P a

nd th

eir

rela

tive

sEn

titi

es in

whi

ch a

di

rect

or o

r hi

s/he

r

rela

tive

is a

mem

ber

or

dire

ctor

Enti

ties

whi

ch a

re p

ost

empl

oym

ent b

enefi

ts

plan

s

Ass

ocia

te (o

r an

as

soci

ate

of a

ny m

embe

r of

a g

roup

)

31.0

3.20

1931

.03.

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31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

.03.

2018

31.0

3.20

1931

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2018

(` in

mill

ions

, exc

ept a

s st

ated

oth

erw

ise)

Fina

ncia

l gau

rant

ees

Line

age

Hea

lthc

are

Lim

ited

-

-

-

-

-

-

-

-

425

.00

500

.00

Afr

icar

e Li

mite

d -

-

-

-

-

-

-

-

1

11.3

0 2

00.8

0


204

47 Leases

A. Operating Leases:

The Group has taken various premises and other fixed assets on operating leases. The lease agreements generally have

a lock-in-period of 3 Months to 5 years and are cancellable at the option of the lessee thereafter. Majority of the leases

have escalation terms after certain years and are extendable by mutual consent on expiry of the lease. During the year,

lease payments under operating leases amounting to ` 3,330.65 (31 March 2018 ` 2,501.03) has been recognised as an

expense in the Statement of Profit and Loss.

Non-cancellable operating lease rentals payable (minimum lease payments) for these leases are as follows:

As at 31.03.2019

As at 31.03.2018

Payable within one year 2,400.41 1,700.22

Payable between one and five years 9,220.10 6,026.90

Payable after five years 7,085.05 2,619.20

Total 18,705.56 10,346.32

B. Financial Lease:

The minimum lease payments and the present value of minimum lease payments in respect of arrangement classified

as finance leases are as below:

As at 31.03.2019

As at 31.03.2018

Minimum lease payment

Future finance charges

Minimum lease payment

Future finance charges

Payable within one year 11.26 0.50 24.22 1.58

Payable between one and five years 3.00 0.06 14.80 0.61

Payable after five years 10.03 3.19 9.25 3.03

Total 24.29 3.75 48.27 5.22

Present value of minimum lease payment - 20.54 - 43.05

48 Dues to Micro and small Enterprises

Particulars As at 31.03.2019

As at 31.03.2018

The amounts remaining unpaid to micro and small suppliers as at the end of the year

- Principal 27.65 42.67

- Interest 0.01 0.12

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.

- -

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.

0.16 0.43






205


The amount of interest accrued and remaining unpaid at the end of each accounting year.

0.91 0.74

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.

0.91 0.74

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 Company had

constituted CSR Committee. However, due to losses the company is not required to incurr for CSR activities. The details for

CSR activities is as follows.

Particulars For the year ended 31 March

2019

For the year ended 31 March

2018

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



206

Sum

mar

y of

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cant

acc

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ed 3

1 M

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mak

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activ

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of t

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fall

in fo

llow

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segm

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:

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mar

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seg

men

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nfor

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year

end

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s of

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1, 2

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2.9

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Extr

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Item

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207

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year

end

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1 M

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prov

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ach

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rate

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aker

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sum

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208


Information about geographical segments :.

The following table presents revenue from external customers, segment non-current assets regarding geographical

segments:

As at 31 March 2019

As at 31 March 2018

non-current assets*

-Within India 50,656.74 46,022.95

-Outside India 18,654.55 12,614.54

69,311.29 58,637.49

* excluding financial instruments, deferred tax assets and post-employment benefit assets.

As at 31 March 2019

As at 31 March 2018

Revenue from external customers

-Within India 55,358.03 52,114.22

-Outside India 23,353.93 13,661.59

78,711.96 65,775.81

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 2018

Non-current borrowings other than compulsorily convertible preference shares and compulsorily convertible debentures (Refer note 22A)

37,286.84 36,450.87

Current borrowings (Refer note 22B) 10,152.73 6,622.41

Current maturities of long-term debts (Refer note 27) 9,233.03 7,496.66

56,672.60 50,569.94

Less: Cash and cash equivalents (Refer note 14) 1,950.05 1,916.08

net debt 54,722.55 48,653.86

Equity share capital (Refer note 20) 2.12 1.88

Other equity (Refer note 21) 6,867.91 1,651.33

Compulsorily convertible preference shares (Refer note 22A) - 2,579.34

Compulsorily convertible debentures (Refer note 22A) 592.70 1,750.00

Total capital 7,462.73 5,982.55

Capital and net debt 62,185.28 54,636.41

gearing ratio 88.00% 89.05%

There have been no breaches in the financial covenants of any borrowing in the reporting periods.





209


52 Recent accounting pronouncements (Ind As issued but not yet effective)

(a) Ind AS 116, Leases

Ind AS 116 Leases will replace the existing leases standard, Ind AS 17 Leases (Refer accounting policy 2.2 (d)). It introduces

a single, on-balance sheet lessee accounting model for lessees. A lessee recognises right-of-use (ROU) asset representing

its right to use the underlying asset on lease and a lease liability representing its obligation to make lease payments. The

standard is applicable from 1 April 2019.

The Group plans to apply Ind AS 116 initially on 1 April 2019, using the modified retrospective approach. On that

date, the Group will recognise a lease liability measured at the present value of the remaining lease payments using

the lessee’s incremental borrowing rate as at 1 April 2019 and corresponding ROU asset is measured at an amount

equivalent to lease liability. Therefore, there will be no effect of adopting Ind AS 116 on retained earnings as at 1

April 2019 and no restatement of comparative information. In accordance with the standard, the Group will elect not

to apply the requirements of Ind AS 116 to short-term leases and leases for which the underlying asset is of low

value.

The Group has elected certain available practical expedients on transition to Ind AS 116.

The nature of expenses presently presented under “Rent” under the head “Other expenses” as per Ind AS 17, will now be

presented as per Ind AS 116 in the form of:

•AmortizationchargefortheROUasset.Further,ROUassetmaybesubjecttoimpairment,whereverindicatorsexist.

•Financecostfrominterestaccruedonleaseliability.

There will be consequent reclassifications in the cash flow categories in the consolidated Cash Flow Statement.

Certain stores and office premises, which are taken on operating lease will now be capitalised under Ind AS 116.

The Group has completed an initial assessment of the potential impact on its consolidated financial statements but has

not yet completed its detailed assessment. The quantitative impact of adoption of Ind AS 116 on the consolidated financial

statements in the period of initial application cannot be estimated reasonably as at present. However, the impact on

transition will be significant.

(b) The following amended standards and interpretations are not expected to have a significant impact on the Group’s

consolidated financial statements:

- Appendix C to Ind AS 12, Income taxes

- Amendments to Ind AS 12, Income taxes

- Amendments to Ind AS 19, Employee Benefits

- Amendments to Ind AS 23, Borrowing Costs

- Amendments to Ind AS 28, Investments to Associates and Joint Ventures

- Amendments to Ind AS 103, Business Combinations

- Amendments to Ind AS 109, Financial Instruments

- Amendments to Ind AS 111, Joint Arrangements

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


210


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

carries 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:

usD gBP Euro LkR MAD nPR ZMW sgD

31 March 2019

Financial assets

(a) Loans Given - - - - 1.92 - 0.26 -

(b) Royalty Receivable - - - - - - - -

(c) Trade Receivables 2.57 0.02 - 1,188.79 46.52 193.73 118.46 0.13

(d) Other financial assets (current)

0.37 - 0.10 - 0.01 13.38 3.26 -

(e) Cash and cash equivalents

3.10 - - 18.42 2.96 430.00 9.32 -

(f) Other bank balances 7.11 - - 107.01 - 22.67 - -

Total financial assets 13.15 0.02 0.10 1,314.23 51.41 659.78 131.30 0.13


(a) Borrowings 30.45 - - 6,243.34 420.34 496.63 195.00 33.13

(b) Foreign Currency Loans from Banks

- - - - - - - -

(c) Trade Payables 25.93 0.11 1.95 490.07 79.56 1,064.10 80.19 -

(d) Other financial liabilities

18.45 - - 377.71 40.43 1,236.49 49.83 0.50

Total financial liabilities

74.83 0.11 1.95 7,111.12 540.33 2,797.22 325.02 33.63


211


usD gBP Euro LkR MAD nPR ZMW sgD

31 March 2018

Financial assets

(a) Loans Given 4.40 - - - 1.80 - 0.32 -

(b) Royalty Receivable 0.02 - - - - - - -

(c) Trade receivables (current)

1.62 - - 1,405.51 50.46 161.90 41.97 0.06

(d) Other financial assets (current)

0.02 - - - - - - -

(e) Cash and cash equivalents

5.52 - - 9.12 19.67 75.68 4.58 -

(f) Other bank balances - - - - - 472.57 - -

Total financial assets 11.58 - - 1,414.63 71.93 710.15 46.87 0.06


(a) other financial liability (current)

22.84 - - 980.33 12.16 1,810.02 36.42 -

(b) Borrowings 6.17 - - - - - - -

(c) Trade Payables 8.85 0.13 4.10 250.22 73.69 1,207.70 44.87 -

(d) Other financial liabilities

3.19 - 5.05 477.91 17.51 1,085.05 43.66 -

Total financial liabilities

41.05 0.13 9.15 1,708.46 103.36 4,102.77 124.96 -

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 2019 (31 March 2018: +/-

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 2018: 1%), then profit for the year and

equity as at 31 March 2019 would have been higher by ` 143.47 million (31 March 2018: ` 56.19 million). If the INR had

weakened against respective foreign currency by 1% (31 March 2018: 1%), then profit for the year and equity as at the

would have been lower by ` 143.47 million (31 March 2018: ` 56.19 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.

53 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


212


+/- 1% (31 March 2018: +/- 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 2019 (346.99) 346.99 (346.99) 346.99

31 March 2018 (304.80) 304.80 (304.80) 304.80

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 2019

As at 31 March 2018

Classes of financial assets-carrying amounts:

Investments (non-current) 6,463.38 6,310.31

Loans (non-current) 1,205.66 1,335.02

Trade receivables 3,367.82 3,292.29

Loans 3,764.98 3,079.87

Cash and cash equivalents 1,950.05 1,916.08

Bank balances other than mention above 556.69 301.83

Other financial assets (current and non-current) 1,887.33 1,526.81

19,195.91 17,762.21

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.




213


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 be low.

As at 31 March 2019, the Group’s non-derivative financial liabilities have contractual maturities (excluding interest

payments thereon) as summarised below:

31 March 2019 0 to 1 year 1 to 5 years Later than 5 years

Borrowings (current and non-current) 19,385.76 36,899.44 980.10

Trade payables 7,830.08 - -

Other financial liabilities (current and non-current) 6,417.30 1,071.02 -

Total 33,633.14 37,970.46 980.10

This compares to the maturity of the Group’s non-derivative financial liabilities in the previous reporting periods as

follows:

31 March 2018 0 to 1 year 1 to 5 years Later than 5 years

Borrowings (current and non-current) 14,119.07 39,330.45 1,449.76

Trade payables 6,040.95 - -

Other financial liabilities (current and non-current) 5,384.92 1,008.50 -

Total 25,544.94 40,338.95 1,449.76

53 Fair value measurements

Financial instruments by categories

The carrying values and fair values of financial instruments by categories are as follows:


using Level


31 March 2019

31 March 2018

31 March 2019

31 March 2018

Financial assets

Fair value through profit and loss ('FVTPL')


(a) Investment (non-current) Level 1 7.17 8.84 7.17 8.84





214


Fair value through other comprehencive income ('FVTOCI')


(a) Investment (non-current) Level 1 4,823.48 8.30 4,823.48 8.30

Level 2 - 4,409.91 - 4,409.91

Level 3 1,032.72 1,283.20 1,032.72 1,283.20

Amortised cost


(a) Investment in Compulsorily convertible debenture

600.00 600.00 600.00 600.00

(b) Loans 1,205.66 1,335.02 1,205.66 1,335.02

(c) Other 51.73 56.11 51.73 56.11

(ii) Current financial assets

(a) Trade receivables 3,367.82 3,292.29 3,367.82 3,292.29

(b) Cash and cash equivalents 1,950.05 1,916.08 1,950.05 1,916.08

(c) Bank balances other than above 556.69 301.83 556.69 301.83

(d) Loans 3,764.98 3,079.87 3,764.98 3,079.87

(e) Other 1,835.60 1,470.70 1,835.60 1,470.70

Total 19,195.90 17,762.15 19,195.90 17,762.15


FVTPL

(i) Current financial liability

(a) Liability for derivative contract Level 2 88.08 33.53 88.08 33.53

Amortised cost

(i) Non-current borrowings (excluding those disclosed under FVTPL category above)

37,879.54 40,780.21 37,879.54 40,780.21

(ii) Others Non Current financial liabilities 1,071.02 1,008.50 1,071.02 1,008.50

(iii) Current financial liabilities

(a) Borrowings 10,152.73 6,622.41 10,152.73 6,622.41

(b) Trade payables 7,830.08 6,040.95 7,830.08 6,040.95

(c) Other 15,562.25 12,848.06 15,562.25 12,848.06

Total 72,583.70 67,333.66 72,583.70 67,333.66

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.


using Level


31 March 2019

31 March 2018

31 March 2019

31 March 2018


215


The Group’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 :

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.


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')





216



Inter-relationship between significant observable

input and fair value measurement

Compulsorily convertible preference shares ('CCPS')




During the year ended March 31, 2018, Unquoted equity shares of ` 4409.91 million were transferred from Level 3 to

Level 2 of fair value hierarchy, since these were valued based on Initial Public offer price.

The following table presents the changes in level 3 items for the periods ended 31 March 2019 and 31 March 2018:

Particulars Investment in unquoted equity

shares

Investment in CCPs Borrowings CCPs

As at 01 April 2017 2,976.72 - 2,750.28 Purchased during the year 0.01 - - Impact of fair value movement (0.44) - 208.42 Moved out from Level 3 to Level 2 (1,693.09) - - Moved from FVTPL to Amortised Cost - - (2,958.70)As at 31 March 2018 1,283.20 - (0.00)Impact of fair value movement (250.48) - - As at 31 March 2019 1,032.72 - (0.00)

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

Fair value at Dividend income recognised during

Fair value at

31 March 2019 2018-19 31 March 2018Global Health Private Limited (Formerly Dr. Naresh Trehan and Associates Health Services Pvt. Ltd.)

1,029.06 - 1,279.55

Shabnam Properties Private Limited 3.44 - 3.44 Empire Stocks Pvt Limited 0.01 - 0.01 Lemon Tree Hotels Limited 4,308.95 - 4,409.91 Shivalik Solid Waste Management Ltd. 0.18 - 0.18 Capital India Finance Limited 514.53 8.30 Sellwell Foods & Beverages Pvt. Ltd. 0.02 - 0.02 Pinnacle Infracon Ltd. 0.00 - 0.00

5,856.19 - 5,701.41




217


55 Disposal & Acquisition of subsidiaries

Disposal & Acquisition of subsidiaries during current 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.

Particluars Devyani Food Industries (kenya) Ltd. (Earlier known

as sameer Agriculture & Livestock (kenya) Ltd.

Date of control 28 September 2018

Percentage 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 -

Disposal & Acquisition of subsidiaries during last year

A On 31 August 2017 the Group reduced the stake of Empire Stocks Private Limited to 19%, of Lineage Healthcare Limited

to 49.60% and Parkview City Limited to 38%. On 04 December 2017, the Group reduced the stake of Africare Limited to

27.5%.

(a) The details of subsidiaries disposed off and profit/(loss) on disposal is as below:

Particulars For the year ended 31 March 2018

Africare Ltd Lineage healthcare

Ltd

Parkview City Ltd

Empire stock Pvt Ltd

Total

Sale consideration 0.03 0.25 5.51 0.10 5.89

Exchange differences recycled to consolidated statement of profit and loss

7.88 - - - 7.88

Net consideration 7.90 0.25 5.51 0.10 13.77

Carrying value of net assets disposed off

-337.25 -212.54 -271.89 -38.08 -859.76

Profit/(Loss) on disposal 345.15 212.79 277.40 38.18 873.52



218


B The Holding Company had acquired controlling stakes in the following two entities:

Particluars Alisha Retail Private Limited

Cryoviva International Pte

Ltd (Consolidated)

Date of control 28 July 2018 31 August 2018

Percentage of the ownership stake 51.00% 56.00%

Net Assets on the date of acquisition -418.23 -334.78

Net Assets attributable to Holding Company -213.30 -187.48

Purchase consideration settled through payment - 0.01

Amount (reduced from)/ transferred to capital reserve -213.30 -187.49

Share of identifiable net assets attributable to:

Non-controlling interest -204.93 -147.30

Holding Company -213.30 -187.48

Business combination expense charged to other expenses - -

C (i) With effect from 28 March 2018, the Holding Company has acquired additional 48.95% equity of Alisha Retail Private

Limited, consisting of 19,980,000 shares for a consideration of ̀ 199.8 million , thereby increasing the Holding Company’s

ownership stake to 99.95%.

Since Alisha Retail 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 48.95% equity and the value

of consideration i.e ` 346.98 million is directly recognised in other equity in Transaction with NCI Reserve.

C (ii) With effect from 31 March 2018, the Holding Company has acquired additional 6.16% equity of Devyani International

Limited, consisting of 6,533,333 shares for a consideration of ` 1,522.26 million , thereby increasing the Holding

Company’s ownership stake to 76.40%.

Since Devyani International 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 6.16% equity and the value

of consideration i.e ` 1,426.58 million is directly recognised in other equity in Transaction with NCI Reserve.

56. Investment in joint ventures and associates

Detail of Joint Ventures :

name of the company Principal activities shareholding percentage Incorporated in

As at 31 March 2019

As at 31 March 2018

The Minor Food Group (India) Private Limited

Business of developing, managing and operating ice cream parlours

30% 30% India

Sameer Agriculture & Livestock (Kenya) Ltd, a joint venture *

Business of dairy products

49.99% Kenya



219


Detail of Associates :

name of the company Principal activities shareholding percentage Incorporated in

As at 31 March 2019

As at 31 March 2018

Africare Limited Healthcare Services

27.5% 27.5% Kenya

Lineage Health Care Limited Healthcare Services

49.8% 49.8% India

Park View City Limited Real Estate 38.0% 38.0% India

Capital Infracon Private Limited Trading 49.5% 49.5% India

Ratnakar Foods & Beverages Pvt. Ltd. Trading 50.0% 50.0% India

Aggarwal Cold Drinks Pvt. Ltd. Trading 25.0% 25.0% India

Iclinic Healthcare Private Limited Healthcare Services

37.1% 0.0% India

Cryoviva Thailand Limited Healthcare Services

50% 50% Thailand

Angelica Technologies Private Limited Trading 47.30% 47.30% India

* Sameer Agriculture & Livestock (Kenya) Ltd. became subsidiary as “Devyani Food Industries (Kenya) Ltd.” from

associates on account of increase in stake from 49.96% to 62.50% with effect from 28 September 2018.

The amounts recognised in the balance sheet are as follows:


As at 31 March 2018

Joint Ventures - 447.75

Associates 187.48 123.27

187.48 571.02

The following table summarises the financial information of Minor and the carrying amount of the Group’s interest in

Sameer Agriculture & Livestock (Kenya) Ltd.

The amounts recognised in the statement of profit and loss are as follows:


As at 31 March 2018

Recognised in profit and loss

Joint Ventures - (98.93)

Associates 38.20 34.41

38.20 (64.52)

Recognised in other comprehensive income

Joint Ventures - -

Associates - -

- -


220

Sum

mar

y of

sig

nifi

cant

acc

ount

ing

polic

ies

and

othe

r ex

plan

ator

y in

form

atio

n on

the

cons

olid

ated

fina

ncia

l sta

tem

ents

for

the

year

end

ed 3

1 M

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201

9

RJ C

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LIM

ITED

(CO

NSO

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ATED

)

The

sum

mar

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fina

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l inf

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atio

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join

t ven

ture

and

ass

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that

are

mat

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the

Gro

up a

re a

s fo

llow

ss

umm

aris

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alan

ce s

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Part

icul

ars

Line

age

hea

lth

Care

Li

mit

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rk V

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Cit

y Li

mit

edA

fric

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ited

Ang

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a Te

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logi

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Lim

ited

The

Min

or F

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gro

up (I

ndia

) Pri

vate

Li

mit

ed

sam

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Agr

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ture

&

Liv

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(ken

ya) L

td.

As

of

Mar

ch 3

1,

2019

As

of

Mar

ch 3

1,

2018

As

of

Mar

ch 3

1,

2019

As

of

Mar

ch 3

1,

2018

As

of

Mar

ch 3

1,

2019

As

of

Mar

ch 3

1,

2018

As

of

Mar

ch 3

1,

2019

As

of

Mar

ch 3

1,

2018

As

of

Mar

ch 3

1,

2019

As

of

Mar

ch 3

1,

2018

As

of M

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31

, 201

8

Ass

ets

Non

-cur

rent

ass

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56.

25

84.

29

29.

15

21.

45

199

.25

231

.38

142

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274

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0.1

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0.09

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Cur

rent

ass

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Cur

rent

ass

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excl

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sh a

nd

cash

equ

ival

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9.9

5 3

6.24

1

,290

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1,7

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14.

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Cas

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16.

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5.6

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72.

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Liab

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Non

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liab

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20.3

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99.3

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998

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20.

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121

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-

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5

Cur

rent

liab

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1,4

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1

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Equi

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80.6

3) (4

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9) (7

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2) (4

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(1,1

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83.

34

751

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Per

cent

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of G

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's O

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p In

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st49

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49.8

0%38

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38.0

0%27

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27.5

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47.3

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30.0

0%49

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Inte

rest

in J

oint

Ven

ture

/ A

ssoc

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(289

.15)

(235

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(302

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(183

.35)

(428

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(329

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120

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93.

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(2.4

0) 2

5.00

3

75.7

9

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solid

atio

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djus

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89.1

5 2

35.2

0 3

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28.8

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120

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93.

17

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447

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(` in

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, exc

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221

sum

mar

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sta

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f Pro

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Los

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Part

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Line

age

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Agr

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(ken

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For

the

year

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Mar

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1,

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For

the

year

en

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Mar

ch 3

1,

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For

the

year

en

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Mar

ch 3

1,

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For

the

year

en

ded

Mar

ch 3

1,

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For

the

year

en

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1,

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For

the

year

en

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1,

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For

the

year

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the

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For

the

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the

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Rev

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98.

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(87.

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126

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1.6

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126

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78.

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61.

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(58.

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(162

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to N

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(109

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126

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56.

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201

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222

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for

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201

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126

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Per

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49.8

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0

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223

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Ass

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15,

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322

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23,

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21,

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3,4

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1.82

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0,43

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8) (2

,295

.35)

(637

.15)

(510

.84)

2,4

65.0

6 1

,574

.08

% o

f ow

ners

hip

inte

rest

hel

d by

NC

I69

.44%

69.4

3%23

.60%

23.6

0%12

.54%

12.5

4%44

.00%

44.0

0%0.

08%

0.08

%

Acc

umul

ated

nCI

14,

263.

51

12,

428.

91

(261

.97)

(7.7

3) (3

16.4

6) (2

87.8

2) (4

04.0

8) (2

70.2

9) 1

,070

.88

32.

81

sum

mar

ised

sta

tem

ent o

f Pro

fit a

nd L

oss

Part

icul

ars

Varu

n B

ever

ages

Li

mit

ed (C

onso

l)D

evya

ni In

tern

atio

nal

Lim

ited

Cryo

viva

Bio

tech

Pri

vate

Li

mit

ed

Cryo

viva

Inte

rnat

iona

l P

te L

td.

Dev

yani

Foo

d In

dust

ries

Lt

d.

For

the

year

end

ed

31.0

3.20

19

For

the

year

end

ed

31.0

3.20

18

For

the

year

end

ed

31.0

3.20

19

For

the

year

end

ed

31.0

3.20

18

For

the

year

end

ed

31.0

3.20

19

For

the

year

end

ed

31.0

3.20

18

For

the

year

end

ed

31.0

3.20

19

For

the

year

end

ed

31.0

3.20

18

For

the

year

end

ed

31.0

3.20

19

For

the

year

end

ed

31.0

3.20

18

Rev

enue

55,

014.

22

46,

018.

54

13,

673.

60

11,

356.

70

578

.86

569

.68

371

.93

135

.28

7,7

68.6

6 5

,469

.35

Net

Pro

fit /

(Los

s) 3

,201

.61

2,3

34.3

8 (6

64.3

1) 3

11.2

5 (2

29.0

9) (2

91.7

4) (2

08.8

7) (1

77.3

8) 5

10.7

3 (4

7.40

)

Oth

er C

ompr

ehen

sive

In

com

e /(

Loss

) (5

7.45

) 9

8.01

(3

0.04

) 6

8.32

0

.66

2.6

0 1

.75

(25.

12)

(92.

63)

(1.5

9)

Tota

l Com

preh

ensi

ve

Inco

me/

(Los

s) 3

,144

.17

2,4

32.3

9 (6

94.3

5) 3

79.5

7 (2

28.4

5) (2

89.1

4) (2

07.1

2) (2

02.4

9) 4

18.0

9 (4

8.99

)

Pro

fit /

(Los

s) a

lloc

ated

to

nCI

2,1

46.2

3 1

,680

.40

(121

.22)

153

.78

(28.

64)

(36.

26)

(69.

61)

(77.

46)

0.4

4 (0

.04)

(` in

mill

ion)

(` in

mill

ions

, exc

ept a

s st

ated

oth

erw

ise)


224

Sum

mar

y of

sig

nifi

cant

acc

ount

ing

polic

ies

and

othe

r ex

plan

ator

y in

form

atio

n on

the

cons

olid

ated

fina

ncia

l sta

tem

ents

for

the

year

end

ed 3

1 M

arch

201

9

RJ C

ORP

LIM

ITED

(CO

NSO

LID

ATED

)

sum

mar

ised

sta

tem

ent o

f Cas

h Fl

ows

Part

icul

ars

Varu

n B

ever

ages

Li

mit

ed (C

onso

l)D

evya

ni In

tern

atio

nal

Lim

ited

Cryo

viva

Bio

tech

Pri

vate

Li

mit

ed

Cryo

viva

Inte

rnat

iona

l P

te L

td.

Dev

yani

Foo

d In

dust

ries

Lt

d.

For

the

year

end

ed

31.0

3.20

19

For

the

year

end

ed

31.0

3.20

18

For

the

year

end

ed

31.0

3.20

19

For

the

year

end

ed

31.0

3.20

18

For

the

year

end

ed

31.0

3.20

19

For

the

year

end

ed

31.0

3.20

18

For

the

year

end

ed

31.0

3.20

19

For

the

year

end

ed

31.0

3.20

18

For

the

year

end

ed

31.0

3.20

19

For

the

year

end

ed

31.0

3.20

18

Net

cas

h (o

utfl

ow) /

infl

ow

from

ope

ratin

g ac

tiviti

es 9

,358

.71

8,6

32.9

2 7

60.9

7 9

09.7

1 8

1.38

1

14.4

1 (2

17.6

6) (4

76.5

1) (1

78.3

8) 1

,208

.63

Net

cas

h (o

utfl

ow) /

infl

ow

from

inve

stin

g ac

tiviti

es (8

,543

.40)

(11,

152.

97)

(1,6

79.7

3) (1

,409

.31)

(11.

99)

(21.

26)

(28.

53)

(9.9

9) (2

,851

.31)

(2,6

84.9

0)

Net

cas

h (o

utfl

ow) /

infl

ow

from

fina

ncin

g ac

tiviti

es (6

72.4

8) 3

,264

.22

714

.61

564

.08

(69.

49)

(93.

10)

243

.03

474

.46

1,4

24.3

8 1

,962

.70

Effec

t of e

xcha

nge

rate

ch

ange

--

26.

86

7.2

3 -

-

--

- -

net

cas

h (o

utfl

ow)/

infl

ow 1

42.8

3 7

44.1

7 (1

77.2

9) 7

1.71

(0

.10)

0.0

7 (3

.16)

(12.

04)

(1,6

05.3

1) 4

86.4

3

(` in

mill

ions

, exc

ept a

s st

ated

oth

erw

ise)


225


58. Impairment of asset

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. Due to 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 and other intangible assets

value of these stores aggregating ` 410.28 (net of opening provision for impairment of ` 153.35) have been reduced to the

recoverable amount aggregating to ` 136.34 by way of impairment charge of ` 273.94. Recoverable amount is value in use of

these stores computed based upon projected cash flows from operations with sales growth of 5% - 20% and salary growth

rate of 8% consistently, over balance useful life of plant and machinery being the principle asset, discounted at rate of 12.97

% p.a (previous year: 12.63% p.a). Carrying value of a store includes property, plant and equipment, intangible assets used at

a store and allocated corporate assets.

Moreover, the impairment reversal of ` 80.75 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 Rs. 777.27 has exceeded the written

down value (after considering impairment charge recorded in previous years amounting to ` 136.99). Further, impairment

reversal also occurs in respect of certain property, plant and equipment at stores which have been closed during the year.

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 loss 31 March 2019 31 March 2018

Discount Rate

(Increase by 1%) (7.49) 7.53

(Decrease by 1%) 7.82 (7.81)

sales growth Rate

(Increase by 1%) (48.11) (32.79)

(Decrease by 1%) 52.40 46.06

salary growth Rate

(Increase by 1%) 12.28 13.31

(Decrease by 1%) (11.91) (11.76)

Alisha Retail (P) Limited

In view of the significant losses, the Alisha Retail (P) Ltd., one of Company’s subsidiary, has closed all the store and sold out/

in the process of selling all the identifiable and saleable fixed assets of the company. Accordingly, the financial statements of

the Company for the year ended 31 March 2019 have not been prepared on the assumption of going concern. Consequently,

the Company carried out a detailed evaluation of its various assets/liabilities and stated them at net realisable value of ` 4.03

with impairment loss of ` 18.35 charged to Profit and Loss account.

(` in million)


226

Sum

mar

y of

sig

nifi

cant

acc

ount

ing

polic

ies

and

othe

r ex

plan

ator

y in

form

atio

n on

the

cons

olid

ated

fina

ncia

l sta

tem

ents

for

the

year

end

ed 3

1 M

arch

201

9

RJ C

ORP

LIM

ITED

(CO

NSO

LID

ATED

)

59 A

ddit

iona

l Inf

orm

atio

n , a

s re

quir

ed to

con

solid

ated

fina

ncia

ls s

tate

men

ts p

ursu

ant t

o sc

hedu

le II

I to

com

pani

es a

ct ,2

013

nam

e of

the

enti

ties

incl

uded

in

Cons

olid

ated

fina

ncia

l sta

tem

ents

net

Ass

ets

( Tot

al a

sset

s m

inus

tota

l lia

bilit

ies)

s

hare

in p

rofi

t or

(los

s) s

hare

in o

ther

com

preh

ensi

ve

inco

me

sha

re in

Tot

al c

ompr

ehen

sive

in

com

e A

s %

of

cons

olid

ated

ne

t Ass

ets

Am

ount

in

mill

ion

As

% o

f co

nsol

idat

ed

Pro

fit /

loss

Am

ount

in

mill

ion

As

% o

f co

nsol

idat

ed

othe

r co

mpr

ehen

sive

In

com

e

Am

ount

in

mill

ion

As

% o

f co

nsol

idat

ed

Tota

l co

mpr

ehen

sive

In

com

e

Am

ount

in

mill

ion

For

the

year

end

ed 3

1 M

arch

201

9 P

aren

t Com

pany

R

J C

orp

Lim

ited

45.

28

9,6

10.9

3 (1

25.4

4) (8

32.5

0) 9

2.41

1

,198

.86

18.

68

366

.36

sub

sidi

arie

s (F

orei

gn)

Wel

lnes

s H

oldi

ngs

Lim

ited

1.1

0 2

33.3

0 (1

3.16

) (8

7.31

) 1

.64

21.

26

(3.3

7) (6

6.04

) A

rctic

Inte

rnat

iona

l (M

auri

tius)

Pvt

. Li

mite

d (c

onso

lidat

ed)

0.5

1 1

07.5

3 (7

2.12

) (4

78.6

1) 1

8.08

2

34.5

1 (1

2.45

) (2

44.1

0)

Cry

oviv

a In

tern

atio

nal P

te L

td

(Con

solid

ated

) (3

.00)

(637

.15)

(24.

10)

(159

.96)

0.1

3 1

.75

(8.0

7) (1

58.2

1)

sub

sidi

arie

s (I

ndia

n)

Dev

yani

Inte

rnat

iona

l Lim

ited

(con

solid

ated

) 3

.86

818

.49

(72.

86)

(483

.54)

(1.2

4) (1

6.05

) (2

5.48

) (4

99.5

9)

Dia

gno

Labs

Indi

a P

riva

te L

imite

d (6

.21)

(1,3

19.0

5) (5

4.20

) (3

59.7

0) 0

.30

3.9

6 (1

8.14

) (3

55.7

5) M

oder

n M

onte

ssor

i Int

erna

tiona

l (In

dia)

Pri

vate

Ltd

.

0.0

3 5

.39

0.4

3 2

.87

-

-

0.1

5 2

.87

Cry

oviv

a B

iote

ch P

vt L

td

(con

solid

ated

) (1

1.89

) (2

,523

.78)

(34.

52)

(229

.09)

0.0

5 0

.66

(11.

65)

(228

.44)

Dev

yani

Foo

ds In

dust

ries

Lim

ited

(con

solid

ated

) 1

1.61

2

,465

.03

97.

26

645

.45

(4.5

8) (5

9.48

) 2

9.88

5

85.9

7

SVS

Indi

a P

vt. L

td.

0.0

2 4

.83

(0.1

5) (0

.99)

-

-

(0.0

5) (0

.99)

Acc

orB

ev (T

elan

gana

) Pri

vate

Li

mite

d (0

.00)

(0.2

7) (0

.01)

(0.0

9) -

-

(0

.00)

(0.0

9)

Anu

j Tra

ders

(P) L

td.

(0.0

2) (4

.31)

(0.0

6) (0

.37)

-

-

(0.0

2) (0

.37)

Sno

wpe

aks

Ente

rpri

ses

Pvt

Ltd

0

.02

3.8

8 (0

.01)

(0.1

0) -

-

(0

.01)

(0.1

0) A

lisha

Ret

ail P

riva

te L

imite

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

70.3

0 3,

121.

15

(4.4

3) (5

7.45

) 1

56.2

3 3,

063.

70

Em

pire

Sto

cks

Pri

vate

Lim

ited

-

-

0.0

0 0

.00

-

-

0.0

0 0

.00


227

Sum

mar

y of

sig

nifi

cant

acc

ount

ing

polic

ies

and

othe

r ex

plan

ator

y in

form

atio

n on

the

cons

olid

ated

fina

ncia

l sta

tem

ents

for

the

year

end

ed 3

1 M

arch

201

9

RJ C

ORP

LIM

ITED

(CO

NSO

LID

ATED

)

Min

ority

Inte

rest

in a

ll su

bsid

iari

es

(incl

udin

g st

ep s

ubsi

diar

ies)

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

.75)

(21,

384.

06)

(249

.14)

(1,6

53.3

8) 4

.78

62.

06

(81.

15)

(1,5

91.3

3) A

ssoc

iate

s/Jo

int v

entu

res

( In

vest

men

t as

per

Equi

ty m

etho

d)

For

eign

Afr

icar

e Li

mite

d (C

onso

lidat

ed)

-

-

-

-

Cry

oviv

a Th

aila

nd P

vt L

td 1

.76

11.

69

0.6

0 1

1.69

Indi

an

Lin

eage

Hea

lthc

are

Lim

ited

-

-

-

-

Par

kvie

w C

ity L

imite

d -

-

-

-

C

apita

l Inf

raco

n P

riva

te L

imite

d (0

.10)

(0.6

8) (0

.03)

(0.6

8) R

atna

kar

Food

s &

Bev

erag

es P

vt.

Ltd.

-

-

-

-

The

Min

or F

ood

Gro

up (I

ndia

) P

riva

te L

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d -

-

-

-

Ang

elic

a Te

chno

logi

es P

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Lim

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4.0

9 2

7.17

1

.39

27.

17

Aga

rwal

Col

d D

rink

s P

vt.L

td.

0.0

0 0

.03

0.0

0 0

.03

Tot

al

100

.00

21,

224.

67

100

.00

663

.65

100

.00

1,2

97.3

9 1

00.0

0 1,

961.

05

For

the

year

end

ed 3

1 M

arch

201

8 P

aren

t Com

pany

R

J C

orp

Lim

ited

31.

98

4,1

85.5

1 (7

6.75

) (7

56.4

7) 9

7.17

2

,445

.24

48.

22

1,6

88.7

7 s

ubsi

diar

ies

(For

eign

)

Wel

lnes

s H

oldi

ngs

Lim

ited

2.2

9 2

99.3

5 (6

.55)

(64.

52)

0.0

0 0

.02

(1.8

4) (6

4.50

) A

rctic

Inte

rnat

iona

l (M

auri

tius)

Pvt

. Li

mite

d (c

onso

lidat

ed)

2.6

0 3

39.9

4 (9

.45)

(93.

18)

(2.2

2) (5

5.93

) (4

.26)

(149

.12)

Afr

icar

e Li

mite

d(co

nsol

idat

ed)

-

-

(10.

12)

(99.

73)

-

-

(2.8

5) (9

9.73

) C

ryov

iva

Inte

rnat

iona

l Pte

Ltd

(C

onso

lidat

ed)

(3.9

0) (5

10.8

4) (1

5.31

) (1

50.9

4) (1

.00)

(25.

12)

(5.0

3) (1

76.0

6)

(` in

mill

ion)

nam

e of

the

enti

ties

incl

uded

in

Cons

olid

ated

fina

ncia

l sta

tem

ents

net

Ass

ets

( Tot

al a

sset

s m

inus

tota

l lia

bilit

ies)

s

hare

in p

rofi

t or

(los

s) s

hare

in o

ther

com

preh

ensi

ve

inco

me

sha

re in

Tot

al c

ompr

ehen

sive

in

com

e A

s %

of

cons

olid

ated

ne

t Ass

ets

Am

ount

in

mill

ion

As

% o

f co

nsol

idat

ed

Pro

fit /

loss

Am

ount

in

mill

ion

As

% o

f co

nsol

idat

ed

othe

r co

mpr

ehen

sive

In

com

e

Am

ount

in

mill

ion

As

% o

f co

nsol

idat

ed

Tota

l co

mpr

ehen

sive

In

com

e

Am

ount

in

mill

ion


228

Sum

mar

y of

sig

nifi

cant

acc

ount

ing

polic

ies

and

othe

r ex

plan

ator

y in

form

atio

n on

the

cons

olid

ated

fina

ncia

l sta

tem

ents

for

the

year

end

ed 3

1 M

arch

201

9

RJ C

ORP

LIM

ITED

(CO

NSO

LID

ATED

)

sub

sidi

arie

s (I

ndia

n)

Dev

yani

Inte

rnat

iona

l Lim

ited

(con

solid

ated

) 1

0.63

1

,391

.77

48.

42

477

.22

2.2

8 5

7.31

1

5.26

5

34.5

3

Dia

gno

Labs

Indi

a P

riva

te L

imite

d (8

.89)

(1,1

63.1

0) (4

0.50

) (3

99.1

6) (0

.06)

(1.4

1) (1

1.44

) (4

00.5

6) M

oder

n M

onte

ssor

i Int

erna

tiona

l (In

dia)

Pri

vate

Ltd

.

0.0

2 2

.52

0.4

1 4

.04

-

-

0.1

2 4

.04

Cry

oviv

a B

iote

ch P

vt L

td

(con

solid

ated

) (1

7.54

) (2

,295

.35)

(29.

60)

(291

.74)

0.1

0 2

.60

(8.2

6) (2

89.1

3)

Dev

yani

Foo

ds In

dust

ries

Lim

ited

(con

solid

ated

) 1

2.03

1

,574

.08

2.9

2 2

8.82

(0

.05)

(1.1

4) 0

.79

27.

68

SVS

Indi

a P

vt. L

td.

0.0

4 5

.82

0.0

0 0

.01

-

-

0.0

0 0

.01

Acc

orB

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gana

) Pri

vate

Li

mite

d (0

.00)

(0.1

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.00)

(0.0

3) -

-

(0

.00)

(0.0

3)

Anu

j Tra

ders

(P) L

td.

(0.0

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0.0

1 0

.12

-

-

0.0

0 0

.12

Sno

wpe

aks

Ente

rpri

ses

Pvt

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0

.03

3.9

8 (0

.03)

(0.3

1) -

-

(0

.01)

(0.3

1) A

lisha

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ail P

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te L

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d (3

.72)

(486

.95)

(29.

99)

(295

.57)

0.0

2 0

.40

(8.4

3) (2

95.1

7) V

arun

Bev

erag

es L

imite

d (C

onso

lidat

ed)

136

.81

17,

906.

05

233

.36

2,2

99.9

5 3

.89

98.

01

68.

47

2,3

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6

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pire

Sto

cks

Pri

vate

Lim

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-

-

(1.5

1) (1

4.91

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-

(0

.43)

(14.

91)

Lin

eage

Hea

lthc

are

Lim

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-

-

(3.6

7) (3

6.18

) (0

.01)

(0.3

3) (1

.04)

(36.

51)

Par

kvie

w C

ity L

imite

d -

-

(6

.38)

(62.

89)

(0.0

0) (0

.06)

(1.8

0) (6

2.95

) M

inor

ity In

tere

st in

all

subs

idia

ries

(in

clud

ing

step

sub

sidi

arie

s)

87.

37

11,

435.

27

113

.96

1,1

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9 3

.36

84.

50

34.

48

1,2

07.6

9

Tot

al e

limin

atio

ns

(149

.72)

(19,

595.

46)

(62.

67)

(617

.64)

(3.4

8) (8

7.55

) (2

0.14

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05.2

0) A

ssoc

iate

s/Jo

int v

entu

res

( In

vest

men

t as

per

Equi

ty m

etho

d)

For

eign

Afr

icar

e Li

mite

d (C

onso

lidat

ed)

(0.0

0) (0

.03)

(0.0

0) (0

.03)

Sam

eer

Agr

icul

ture

& L

ives

tock

(K

enya

) Ltd

. (8

.26)

(81.

43)

(2.3

3) (8

1.43

)

Cry

oviv

a Th

aila

nd P

vt L

td 1

.56

15.

39

0.4

4 1

5.39

(` in

mill

ion)

nam

e of

the

enti

ties

incl

uded

in

Cons

olid

ated

fina

ncia

l sta

tem

ents

net

Ass

ets

( Tot

al a

sset

s m

inus

tota

l lia

bilit

ies)

s

hare

in p

rofi

t or

(los

s) s

hare

in o

ther

com

preh

ensi

ve

inco

me

sha

re in

Tot

al c

ompr

ehen

sive

in

com

e A

s %

of

cons

olid

ated

ne

t Ass

ets

Am

ount

in

mill

ion

As

% o

f co

nsol

idat

ed

Pro

fit /

loss

Am

ount

in

mill

ion

As

% o

f co

nsol

idat

ed

othe

r co

mpr

ehen

sive

In

com

e

Am

ount

in

mill

ion

As

% o

f co

nsol

idat

ed

Tota

l co

mpr

ehen

sive

In

com

e

Am

ount

in

mill

ion


229

Sum

mar

y of

sig

nifi

cant

acc

ount

ing

polic

ies

and

othe

r ex

plan

ator

y in

form

atio

n on

the

cons

olid

ated

fina

ncia

l sta

tem

ents

for

the

year

end

ed 3

1 M

arch

201

9

RJ C

ORP

LIM

ITED

(CO

NSO

LID

ATED

)

In

dian

Lin

eage

Hea

lthc

are

Lim

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(0.0

3) (0

.25)

(0.0

1) (0

.25)

Par

kvie

w C

ity L

imite

d (0

.23)

(2.2

8) (0

.07)

(2.2

8) C

apita

l Inf

raco

n P

riva

te L

imite

d (0

.08)

(0.7

8) (0

.02)

(0.7

8) R

atna

kar

Food

s &

Bev

erag

es P

vt.

Ltd.

-

-

-

-

Raj

asth

an B

ever

ages

Pvt

.Ltd

. -

-

-

-

T

he M

inor

Foo

d G

roup

(Ind

ia)

Pri

vate

Lim

ited

(1.7

8) (1

7.50

) (0

.50)

(17.

50)

Ang

elic

a Te

chno

logi

es P

riva

te

Lim

ited

2.2

7 2

2.34

0

.64

22.

34

Aga

rwal

Col

d D

rink

s P

vt.L

td.

0.0

0 0

.02

0.0

0 0

.02

Tot

al

100

.00

13,

088.

48

100

.00

985

.57

100

.00

2,5

16.5

5 1

00.0

0 3

,502

.12

For

and

on b

ehal

f of t

he B

oard

of D

irec

tors

of R

J CO

RP

LIM

ITED

Pla

ce :

New

Del

hiD

ated

: Sep

tem

ber

23, 2

019

(sum

it k

athu

ria)

Par

tner

M. N

o. 5

2007

8

For

APA

s &

Co.

Cha

rter

ed A

ccou

ntan

tsFi

rm R

egn.

No.

000

340C

Mah

avir

Pra

sad

gar

g C

ompa

ny S

ecre

tary

Rav

i kan

t Jai

puri

aD

irec

tor

DIN

: 000

0366

8

Raj

Pal

gan

dhi

Dir

ecto

rD

IN: 0

0003

649

Lalit

kum

ar s

ingh

Chi

ef F

inan

cial

Offi

cer

The

acco

mpa

nyin

g no

tes

are

an in

tegr

al p

art o

f the

fina

ncia

l sta

tem

ents

.A

s pe

r ou

r re

port

of e

ven

date

att

ache

d.

(` in

mill

ion)

nam

e of

the

enti

ties

incl

uded

in

Cons

olid

ated

fina

ncia

l sta

tem

ents

net

Ass

ets

( Tot

al a

sset

s m

inus

tota

l lia

bilit

ies)

s

hare

in p

rofi

t or

(los

s) s

hare

in o

ther

com

preh

ensi

ve

inco

me

sha

re in

Tot

al c

ompr

ehen

sive

in

com

e A

s %

of

cons

olid

ated

ne

t Ass

ets

Am

ount

in

mill

ion

As

% o

f co

nsol

idat

ed

Pro

fit /

loss

Am

ount

in

mill

ion

As

% o

f co

nsol

idat

ed

othe

r co

mpr

ehen

sive

In

com

e

Am

ount

in

mill

ion

As

% o

f co

nsol

idat

ed

Tota

l co

mpr

ehen

sive

In

com

e

Am

ount

in

mill

ion

nOTEs

nOTEs

nOTEs

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