co . mukesh p. shah€¦ · mukesh p. shah & co • chartered accountants 12, oamodar niwas,...

• • • MUKESH P. SHAH & CO . CHARTERED ACCOUNTANTS

• 12, Oamoclar Niwas, 2nd Floor, 32/34, C. P. Tank Road, Mumbai- 400 004. f() 2388 6293/2382 2633 E-mail: [email protected]

• • • • • • • • • • • • • • • • • • • • • • • • •

CA. MUKESH P. SHAH B. Com. (lions.) F.C.A •

CA. KETAN M. SHAH B. Com., F.C.A.

INDEPENDENT AUDITOR'S REPORT

To The Members of National Spot Exchange Limited

Report on the Financial Statement

CA. DHARMESH H. SHAH B. Com., F.C.A.

We have audited the accompanying financial statements of National Spot Exchange Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information .

Management's Responsibility for the Financial Statement

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements .

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

Opinion

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

• a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,

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• • MUKESH P. SHAH & CO . • CHARTERED ACCOUNTANTS

• 12, Oamodar Niwas, 2nd Floor, 32134, C. P. Tank Road, Mumbai- 400 004. flJ 2388 6293/2382 2633 E-mail : [email protected]

• • • • • • • • • I •

• • • • • • • • • • • • • • • • • • • • • • •

CA. MUKESH P. SHAH B. Com. {BOIUI.) F.C.A .


CA. DHARMESH H. SHAH B. Com~ F.c.A.

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date .

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order .

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 .

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company .

For MUKESH P. SHAH & CO. Chartered Accountants

Firm Registration No: 121719W

Place: Mumbai Date:

1 7 MAY 2013

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •

MUKESH P. SHAH & CO . CHARTERED ACCOUNTANTS

12, Damodar Niwas, 2nd Floor, 32/34, C. P. Tank Road, Mumbai- 400 004. fl> 2388 6293/2382 2633 E-mail: [email protected]

CA. MUKESH P. SHAH B. Com. (Hons.) F.C.A.


CA. DHARMESII H. SHAH a. c--. F.CA.

i .

ii .

iii .

iv.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of National Spot Exchange Limited. On the accounts of the company for the year ended 31st March. 2013 •

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets .

(b) The fixed assets are physically verified by the management at reasonable intervals, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification

(c) The company has not disposed off any substantial part of fixed assets during the year and accordingly going concern is not affected .

(a) Inventory has been physically verified by the management at reasonable during the year

intervals

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business .

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification .

The Company has not granted/taken any loan, secured or unsecured to/ from companies , firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 during the year hence, Paragraph 4 (iii) (a) to (g) of the Order are not applicable to the Company .

In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company .

v. (a) In our opinion and according to the information and explanation given to us by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that needs to be entered into the register maintained under Section 301 have been so entered .

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •

MUKESH P. SHAH & CO • CHARTERED ACCOUNTANTS

12, Oamodar Niwas, 2nd Floor, 32/34, C. P. Tank Road, Mumbai- 400 004. Ill 2388 6293/2382 2633 E-mail: [email protected]

CA. MUKESH P. SHAH B. Com. (Boas.) F.C.A.


CA. DHARMESII H. SHAH B. c-., F.c.A.

vi .

vii .

viii.

ix .

X •

xi .

xii .

(b) In respect of transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs entered into during the financial year, because of the unique and specialized nature of the items involved and absence of any comparable prices, we are unable to comment whether the transactions were made at prevailing market prices at the relevant time .

The company has not accepted any deposits from the public during the year.

In our opinion, the Company has an internal audit system commensurate with the size and nature of its business .

We are informed that the Central Government has not prescribed the maintenance of cost records ujs. 209 (1) (d) of the Companies Act, 1956 for the products of the company .

According to the information and explanation given to us in respect of statutory and other dues:-

(a) The undisputed statutory dues including Provident Fund, Investors Education and Protection Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in few cases. The provisions relating to Employee's State Insurance, Wealth Tax are not applicable to the company .

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investors Education and Protection Fund, Income Tax_ Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other undisputed statutory dues were outstanding, at the year end, for a period more than six months from the date they became payable. The provisions relating to Employee's State Insurance, Wealth Tax are not applicable to the company .

(c) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute .

The company has no accumulated losses at the end of the financial year. The company has not incurred cash losses in this financial year and also in the financial year immediately preceding the current financial year .

Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders .

Based on our examinations of the records and the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities .

In our opinion the company is not a Chit Funds, Nidhi or Mutual Benefit Fund I Society. Therefore, the provision of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 (as

-~ amended) are not applicable to the Company .

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• • • MUKESH P. SHAH & CO • CHARTERED ACCOUNTANTS

• 12, Oamodar Niwas, 2nd Floor, 32/34, C. P. Tank Road, Mumbai- 400 004. fl> 2388 6293/2382 2633 E-mail: [email protected]

• • • • • • • • • • • ,. • • • • • • • • • • • • • • • • • • • • •

CA. MUKESH P. SHAH B. Com. (Hons.) F.C.A.


CA. DHARMESH H. SHAH B. ·c-~ F.c.A.

xiv .

XV •

xvi

xvii .

xviii .

xix.

XX.

xxi .

In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4 (xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company .

In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions .

Based on the information and explanations given to us by the management, term loan were applied for the purpose for which the loans were obtained .

According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds are raised on short-term basis used for long-term investments .

The company has not made preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956 .

The company did not have any outstanding debentures during the year.

As informed to us, the company has not raised any money by way of public issues during the year .

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given to us by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For MUKESH P SHAH & CO . Chartered Accountants

Firm Regn. No. 121719W

~~\J~c (MUKESH P .SHAH)

Partner Membership No. 033862

Place: Mumbai ~~~ (,/,<::> r '~ ~ 1 7 MAY 2D13 f.~Vr 1 cf

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Date:

• • • • • • • • • • • • • • • • •

NATIONAL SPOT EXCHANGE LIMITED

BALANCE SHEET AS AT March 31, 2013

~ ' -=

Shareholders' Funds Share capital Reserves and surplus

Non-current liabilities Deferred tax liabilities (Net) other Lonq term liabilities Lonq-term provisions

Current liabilities Short-term borrowinqs Trade payables other current liabilities Short-term provisions

TOTAL

,•nr

Non-current assets Fixed assets Tanqible assets Intanqible assets Capital work-in-profjress Intanqible assets under development Non-current investments Lonq-term loans and advances Other non-current assets

Current assets Current investments Trade receivables Cash and Bank Balances Inventories Short-term loans and advances Other current assets

TOTAL Summary of significant accounting policies

• • • • • • • • • • • •

The accompanying notes are an integral part of accounts

As per our report of even date

For Mukesh P. Shah & Co.

• Ch~~nj]~yV

• Mukesh P. Shah • Partner

Membership No. 33862

• 61:~/ 1u7a~AY 2013

• • • •

' ,.

. ,

Notes As at 31 March 2013

f -,,_,_ '

--

3 450,000,000 4 1 408 448 184

1,858,448,184

5 5,702,132 6 75,749,182 7 3 743 403

85,194,717

8 291,215,617 9 544.491,548 9 7,047,544,089 7 139 959 832

8,023 211 087 9,966 853,987

- . •ti.,.:••.·

10 22,361,018 11 92,360,044

982,170 -

12 89,992,250 13 5,997,489 14 25 586 567

237,279,538

15 -16 2, 742,138,821 17 2,764,349,796 18 487,125,883 13 339,096,958 14 3 396 862 992

9,729 574,449 9,966,853,987

2.1

For and on behalf of the Board of Directors of National Spot Exchange

As at 31 March 2012

f

450,000,000 160 489 131

610,489,131

26,021,097 57,369,201

3 962 383 87,352,681

-36,082,266

3,559,543,304 4 123 343

3 599 748 913 4 297_L_590,725

15,636,722 141,192,251

9,303,158 827,250

88,664,250 38,998,857 60 262 399

354,884,888

1,617,253,160 130,849,957 180,901,852

-570,993,128

1 442 707 740 3,942 705,837 4,297,590,725

~fl-._ ~ Anjani Sinha Shreekant Javalgekar

Managing Director & CEO Director

~· Y\ . p o.."' ~ c:- ~ Nirav Pandya Company Secretary

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •

National Spot Exchange Limited STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2013

Revenue from operations

Other income

Total Revenue {I)

- """'""-·"""""''~-.. .. -

Purchases of traded goods (Increase)/ Decrease in inventories of finished goods and Stock-in-Trade Employee benefits expense Other expenses

Total expenses {II)

Earnings before interest, tax, depreciation and ammortization {EBITDA) {I-II)

Depreciation and amortization expense Finance costs Profit before tax

Tax expense: Current tax MAT Credit Deferred tax

Total Tax Expense Profit for the Year from continuing operations

Earnings per equity share: (1) Basic (2) Diluted

The accompanying notes are an integral part of accounts


For Mukesh P. Shah & Co.

Chartered Accountants

"J~~j2~ Mukesh P. Shah Partner Membership No. 33862 Place : Mumbai

Date : 1 7 M AY 2 013

Notes For the year ended For the year ended

31 March 2013 31 March 2012 { {

19 4,720,185,184 819,444,169

20 663,901,019 124,464,490

5,384,086,204 943,908,659

. .,

21 3,318,848,016 -22 (487,125,883) 23 112,060,977 96,364,809 24 585,073,513 459,885,808

3,528,856,623 556,250,617

1,855,229,581 387,658,042

25 57,365,287 56,002,229 26 3,480,480 15,631 959

1, 794,383,814 316,023,854

566,743,727 55,799,568 - (22,165,465)

(20,318,965) 26 021,097 546,424,762 59,655,200

1 247,959,053 256,368,654

27 27.73 5.70 27.73 5.70

For and on behalf of the Board of Directors of National Spot Exchange Limited

~~ Anjani Sinha

Managing Director & CEO

N •1-'\ . .:> ~ I . J ""'"'"' :J .._:,._ ~ Nirav Pandya Company Secretary

Shreekant Javalgekar

Director

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •


CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31 ,2013

rortneyear FOrtne year ended March 31, ended March 31,

2013 2012 A. Cash Flow from Operating Activities before taxation

Net profit before taxation 1,794,383,814 316,023,854 Adjustments for -Depredation 57,365,287 56,002,229 Dividend Income (154,084,628) (54,527,469) Interest Expenses 500,316 15,465,936 Interest Income (495,527,923) (29, 782,347) Profit on sale of Investments (964,062) -Loss on sale of fixed asset 935,123 531,054 Bad Debts 88,662 15,250,227 Provision for doubtful trade and other receivables, loans and advances 66,533,815 41,419,244 Profit on sale of fixed asset (53,097)

(906 592 Unreallsed foreign exchange (gain)/ loss -Operating profit/ (loss) before working capital changes 1 268 323 812 360 329 631 Movements In working capital : Decrease I (Increase) In Inventories (487,125,883) -Decrease 1 (Increase) In other current assets (1,998,714,258) (1,377,824) Decrease I (Increase) In other non current assets 34,675,832 (52,977,220) Decrease 1 (Increase) In trade receivables (2,633,352,335) 764,368,157 Decrease I (Increase) In long terrn loans and advances (543,045,398) 563,026,484 Decrease I (Increase) In short terrn loans and advances 231,896,170 (1,541,184,692) Increase I (Decrease) In trade payables 507,337,583 (73,278,858) Increase I (Decrease) In current liabilities & provisions 3,623,837,275 2,160,140,950 Increase I (Decrease) In non current liabilities & provisions 18 161 001 39 819 664 Cash generated from operations 21 993 800 2 218 866 293 Direct taxes paid (net of refunds) 540,696,961 37,675,055

Net Cash from Operating Activities 518 703 161 2 181 191 238

B. Cash Flow from Investing Activities

Purchase of fixed assets (7,364,526) (12,491,303) Proceeds from sale of fixed assets 320,264 303,442 Purchase of current investments( Including dividend reinvestment) (33,650,669,208) (7,842,331,327) Proceeds from sale of current Investments 35,268,886,429 6,392,235,190 Purchase of non current Investments (1,328,000) (17,312,400) Deposits( with maturity more than 3 months) (1,590,040,834) (78,769,134) Proceeds of deposits matured 78,769,137 61,350,171 Loans given (8,822,500,000) (1,653,000,000) Loan realised 9,372,500,000 1,103,000,000 Dividend received from subsidiaries 4,425,863 -Dividend from investments 149,658,766 54,527,469 Interest received from subsidiarlles 76,209,750 18,863,415 Interest others 435 832 726 10 918 932 Net Cash Used in investing activities 1 314 700 364 1 962 705 546

C. Cash Flow from Financing Activities

Proceeds from short terrn borrowings 293,193,907 -Repayment of short terrn borrowings

(500 316\ (200,000,000)

Interest Paid (15 465 936 Net Cash from financing activities 292 693 592 215 465 936

Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 1,088,690,796 3,019,757 Cash and Cash Equivalents (Opening Balance) 102 132 719 99 112 962 cash and Cash Equivalents (Closing Balance) 1190 823 515 102 132 719

(1,088,690, 796) (3,019,757) Closing Balance of Cash and Cash Equivalents consists of:

Components of cash and cash equivalents Cash on Hand 25,783 58,549 Bank Balances: - In Current Accounts 335,213,917 99,896,725 - In Deposits Accounts (Maturing Less than 3 Months) 839,069,261 2,177,444 - Interest accrued on fixed deposits 16 514 553 -

Cash and Cash Equivalents In Cash Flow Statement 1190 823 515 102 132 719 Cash and bank Balance 1 190 823 515 102 132 719

Notel: The aoove cashtlow statement has oeen prepared under the Indirect method setout In Accounting Standard 3 - Cash Flow Statement, notified persuant to the Companies (Accounting Standards Rules), 2006 (as ammended) .

As oer our reoort of even date

For Mukesh P. Shah • Co.

:::r:~~ Mukesh P. Shah Partner

For and on behalf of the Board of Directors of Natlon~l Spot Exchange Limited

'o_~ . /

Membership No. 33862

Place : Mumbal

Date: 1 7 MAY Z013

Anjanl Sinha Shreekant Javalaekar

Managing Director Director &CEO

1'J. t"f\. ,., """" ..l'"'\ -: Nirav Pandya --l :Z. • Company Secretary

a • • * • • • • • • • • • • • • ~

• • • • • • • -• • • • • • &

• • •


Notes to fmancial statements for the year 2012-13

1. Corporate Infonnation

National Spot Exchange is a pan India regulated electronic spot exchange offering trading in various agricultural, metals and industrial commodities through its platform. It also offers customized procurement solutions to government agencies and private companies. It also offers services like warehousing and collateral management services to market participants

2. Basis of preparation

The financial statements have been prepared to comply in all material respects with the Accounting Standards notified by Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956 (the Act). The financial statements have been prepared under the historical cost convention on an accrual basis . The accounting policies have been consistently applied by the Company. All assets and liabilities have been classified as current or non-current as per the Company's normat operating cycle and other criteria set out in the Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as upto twelve months for the purpose of current -noncurrent classification of assets and liabilities.

2.1. Statement of signifiCant accounting policies

A. Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period. Although these estimates are based upon management's best knowledge of current events and actions, actual results could differ from these estimates .

B. Fixed Assets

Fixed assets are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use .

c. Depreciation

Depreciation is provided using the Straight Line Method as per the useful lives of the assets estimated by the management, or at the rates prescribed under schedule XIV of the Act whichever is higher .

• • • • • • • • • • • • • • ·• • • • • • • • • • • • • • • • • • • • • •


Notes to financial statements for the year 2012-13

Rate Schedule XIV (SLM) Rates (SLM)

Office Equipment 4.75% 4.75% Computers 16.21% 16.21% Furniture 6.33% 6.33% Vehicles 9.50% 9.50% Networking Equipments 20% . 4.75%

In case of assets acquired during the year from the group companies depreciation has been charged based on the residual life of the asset .

Depreciation in respect of assets acquired during the year whose actual cost does not exceed Rs.5,000 has been provided at 100% .

Leasehold improvements are amortized over the primary period underlying lease of the office premises or estimated useful life, whichever is lower .

D. Impainnent

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset's net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital .

E. Intangible assets

Trademarks are amortized over ten years considering their related useful lives. Software is amortized at the rate of 16.21% from the date of installation. Any additions to the base software are amortized over the remaining useful life of the software .

F. Leases

Where the Company is the lessee

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments

are recognized as an expense in the Profit and Loss account on a straight-line basis over the lease term .

Where the Company is the lessor

Assets subject to operating leases are included in fixed assets. Lease income is recognised in the Profit and Loss Account on a straight-line basis over the lease term. Costs, including depreciation are recognised as an expense in the Profit and Loss Account. Initial direct costs such as legal costs, brokerage costs, etc. are recognised immediately in the Profit and Loss Account .

1111 ________ _

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G. Invesbnents

Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost .

H. Revenue Recognition

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 .

a) In case of sale of goods revenue is recognized when the significant risks and rewards of ownership of the goods have passed to the buyer. Excise Duty, Sales Tax and VAT deducted from turnover (gross) are the amount that is included in the amount of turnover (gross) and not the entire amount of liability raised during the year.

b) Admission Fees (non refundable) and Processing Fees from new members for joining the exchange are recognized when the membership is approved. Amount received from prospective members towards admission fees is forfeited and recognized as income in the year when allotment of membership is pending for a period more than one year on account of non receipt of documents.

c) Annual subscription fees are charged upfront and recognized on accrual basis in the financial year in which it is charged .

d) Transaction fees are charged to members based on the volume of transactions entered into by the members through the exchange. These are accrued when orders placed by members on the network are matched and confirmed .

e) Delivery fees are charged to members on the basis of trades executed. In case of seller members, delivery fees are recognized on accrual basis and in case of buyer members, delivery fees are recognized at the time of withdrawals of commodities from the exchange/exchange accredited warehouses .

f) Warehouse receipts transfer charges are charged to buyer and seller on accrual basis on completion of trade settlement .

g) Storage charges are accrued as income on the completion of the storage cycle and are exclusive of service tax, if any .

h) Warehouse management charges are levied to recover the cost of day to day administrative management of the warehouse and accrued on completion of the billing cycle and are exclusive of service tax if any .

i) Procurement service charges are levied on value of procurement and are recognized on accrual basis on completion of procurement and processing activity .

j) In case of joint procurement activities for export purposes, the company carries out domestic procurement of the commodities for exports and the exporter carries out export

111111

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •



of the goods outside India. Income/ loss thereof is accounted for on effecting of export of goods by the exporter .

k) Networking equipments deposits (non refundable) are treated as income in the year in which it is received .

I) Dividend income is recognized when the Company's right to receive dividend is established .

m) In case of interest income, revenue is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable .

I. Foreign Currency Transactions

(i) Initial Recognition

Foreign currency transactions are 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 .

(ii) Conversion

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; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined .

(iii) Exchange Differences

Exchange differences arising on the settlement of monetary items are recognized as income or as expenses in the year in which they arise .

J. Retirement Benefits and Other Employee Benefits

Retirement benefits in the form of Provident Fund are in the form of a defined contribution scheme and the contribution is charged to the Profit and Loss Account of the year when the contributions to the provident fund is due. There are no other obligations other than the contribution payable to the respective funds .

The Company's liability towards gratuity is funded through a scheme (Group Gratuity) administered by the Life Insurance Corporation of India. Leave encashment on retirement is provided on actual basis in accordance with the Company's scheme in this respect .

Gratuity liability are defined benefit obligation and is provided for on the basis of an actuarial valuation using projected unit cost method made at the end of each year .

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •



Short term compensated absences are provided for based on estimates. Long term compensated absences are provided for based on actuarial valuation at year end. The actuarial valuation is done as per projected unit credit method .

Actuarial gains/losses are immediately taken to profit and loss account and are not deferred .

K. Income Taxes

Tax expense comprises of current and deferred 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 enacted in India. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years .

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. 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 tax assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits .

At each balance sheet date the Company re-assesses unrecognized deferred tax assets. It recognizes deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realized .

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available .

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as "MAT Credit Entitlement." The company reviews the "MAT credit entitlement" asset at each reporting date and writes down the asset to the extent the company does not have convincing evidence that it will pay normal tax during the specified period .

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •



L. Segment Reporting Polides

Identification of segments:

The Company's operating businesses are organized and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets .

Allocation of common costs :

Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs .

Unallocated items:

Includes general corporate income and expense items which are not allocated to any business segment .

Segment Policies :

The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole .

M. Earnings Per Share

Basic earnings 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. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares .

N. Provisions

A provision is recognized when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation,

in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates .

o. Cash and cash Equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less .

P. Measurement of EBITDA

As permitted by the Guidance Note on the Revised Schedule VI to the Companies Act, 1956, the Company has elected to present earnings before interest, tax, depreciation and

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •


3. Share capital

Authorised

50,000,000 (31 March 2012: 50,000,000) Equity Shares of Rs.10/- eaCh

Issued,subscribed and fully paid up 45,000,000 (31 March 2012: 45,000,000) Equity Shares of Rs.10/- each

fully paid up

Reconciliation of shares outstanding at beginning and end of reporting period

Particulars

Shares outstanding at the beginning of the year Shares Issued during the year Shares bought back during the year Shares outstanding at the end of the year

As at 31 March

2013 f

500,000,000

450,000,000

As at 31 March

2012 f

500,000,000

450,000,000

450,000,000 450,000,000

As at 31 March 2013

No . 45,000,000

45,000,000

f 450,000,000

450,000,000

Shares held by holding/ultimate holding company and/or their subsidiaries/associates Out of equity shares issued by the company, shares held by its holding company, ultimate holding company is as below:

Financial Technologies India Limited, the holding company 44,999,900 (31 March 2012 : 44,999,900) equity shares of Rs. 10/- each fully paid held by holding company and it's nominees

Details of shareholders holding more than 5% shares in the company

Financial Technologies Ltd. 44,999,900 equity shares are held by the holding company and its nominees, paid up value amounting to Rs.449,999,000 (31 March 2012: 449,999,000),

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share .

No bonus shares have been issued to equity share holders in last five years ( or since incorporation of the company)

No equity shares have been bought back in last five years ( or since incorporation of the company)

As at 31 March

2013 f

449,999,000

As at 31 March

2012 f

449,999,000

449,999,000 449,999,000

As at 31 March 2013

%holding in No. the class

44,999,900 99.99%

As at 31 March 2012

No. 45,000,000

45,000,000

~

450,000,000

450,000.000

As at 31 March 2012

%holding in No. the class

44,999,900 99.99%

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •

NATIONAL SPOT EXCHANGE LIMTED

4. Reserves and surplus

Security Guarantee Fund Balance as per Last Financial Statements Add: amount transferred from surplus balance in the statement of profit and loss (refer note 35) Add: amount transferred from surplus balance in the statement of profit and loss (refer note 35) Closing Balance

Surplus/Deficit in the statement of Profit & Loss Balance as per last financial statements ( +) Net Profit/(Net Loss) For the current year Less: Appropriations Transfer to Security Guarantee Fund (refer note 35) Transfer to Security Guarantee Fund (refer note 35) Net Surplus in the statement of Profit & Loss

Total Reserves and Surplus

5. Deferred tax liability (Net)

In accordance with the Accounting Standard 22 on Accounting for Taxes on Income, the Company has made adjustments in its accounts for deferred tax liabilities/ assets. Deferred tax liability Fixed assets : Impact of difference between tax depreciation and depreciation/ amortization charoed for the financial reoortino Others Gross deferred tax liability

Deferred tax asset Carry forward losses Provision for diminution in the value of investments Provision for doubtful debts Gratuity/Leave encashment Gross deferred tax asset Net deferred tax Asset/ (Liability)

For the previous year, the Company had recognized deferred tax asset on the accumulated carry forward business losses and unabsorbed depreciation only to the extent of net deferred tax liability. Deferred tax asset on balance amount of accumulated carry forward business losses and unabsorbed depreciation was not recognized as the Company was unable to substantiate virtual certainty of future profits against which such asset coould be realized .

6. Other Long Term Liabilities

Members Liabilities Members deposits against VSAT Deposits from settlement bank

Total

As at 31 March

2013 ~

6,466,448

2,000,000

8 466 448

160,489,131 1,247,959,053

(6,466,448} (2,000,000)

1,399,981,736

1,408,448,184

As at 31 March

2013 ~

31,648,065

31,648,065

22,644,980 3,300,952

25,945,932 {5,702,132)

As at 31 March

2013 ~

70,064,944 684,238

5,000,000 75,749,182

As at 31 March

2012 ~

(95,879,523) 256,368,654

160,489,131

160,489,131

As at 31 March

2012 ~

42,082,984

42,082,984

13,438,474 2,623,414

16,061,888 (26,021,097)

As at 31 March

2012 ~

55,504,939 1,864,262

57,369,201

• • NATIONAL SPOT EXCHANGE LIMITID

• 7. Provisions

• • Provisions

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •

Gratuity Leave Encashment Provision for Income Tax (net of advance tax}

Total

8. Short Term Borrowings

Buyers Credit from bank (Secured) (Buyers Credit from Bank of Baroda carries interest at 1.14% for a tenure of 90 days. The buyers credit is secured aaainst FOR's and stocks\ Cash Credit from bank (Secured) (Cash Credit from HDFC bank is secured against FOR's and stocks)

Total

The above amount includes :

Secured Borrowings Unsecured Borrowings

Total

9. Other Current Liabilities

Trade Payables

Other Liabilities

Members liabilities Advances from members Settlement guarantee fund (refer note 35) Trade Deposits Contractual Reimbursable expenses Other Payables

Statutory remittances (Contributions to Pf and ESIC, Withholding Taxes, APMC cess, VAT, Service Tax, etc.}

Total

Long Term As at As at

31 March 31 March 2013 2012

3,743,403 3,962,383

3,743,403 3,962,383

As at As at 31 March 31 March

2013 2012 ~ ~

91,799,591

199,416,026 .

291,215,617


2013 2012 ~ ~

291,215,617

291,215,617


2013 2012 ~ ~

544,491,548 36,082,266

6,689,274,883 3,539,001,896 2,565,594 3,371,452

6,466,448 222,800,000

90,558,571 88,833

42,345,042 10,614,675

7,047,544,089 3,559,543,304

Short Term As at

As at 31 March 31 March 2013 2012

2,660,443 3,307,694

133,991,695 139,959,832

1,230,189 2,893,154

4,123,343

• NAnoNALSPOTEXCHANGEL~ • • 10. Tangible assets

• VSAT Computer Office Fumitures and

Vehicles Leasehold

Total hardware equipment fixtures improvements • Gross Block I(' I(' I(' I(' I(' I(' I('

• At 1 April 2011 917,232 20,028,863 3,209,495 109,548 2,425,163 3,284,479 29,974,780 Additions 101,903 1,008,381 88,417 126,561 832,550 203,083 2,360,895 Disposals 564,078 107,649 881,551 323,730 1,877,008 • Other adjustments - Exchange differences

• - Borrowing costs At 31 March 20U 1,019,135 20,473,166 3,190,263 236,109 2,376,162 3,163,832 30,458,667

• Additions 90,899 12,374,943 1,062,650 56,795 13,585,287 Disposals 384,712 209,868 2,960,749 3,555,329

• Other adjustments - Exchange differences

• - Borrowing costs At 31 March 2013 1,110,034 32,463,397 4,043,045 292,904 2,376,162 203,083 40,488,625

• Depreciation At 1 April 2011 351,072 8,216,465 350,031 50,760 723,769 1,568,015 11,260,112

• Charge for the year 197,759 3,398,657 161,721 31,025 222,915 645,369 4,657,445 Disposals 354,173 23,233 394,481 323,725 1,095,612

• At 31 March 2012 548,831 11,260,949 488,519 81,785 552,203 1,889,659 14,821,945 Charge for the year 217,876 4,653,418 197,008 24,198 225,735 287,369 5,605,603

• Disposals 206,513 40,507 2,052,922 2,299,942 At 31 March 2013 766,707 15,707,854 645,020 105,983 777,938 124,106 18,127,607

• NetBiock At 31 March 2012 470,304 9,212,217 2,701,744 154,325 1,823,959 1,274,173 15,636,722

• At 31 March 2013 343,327 16,755,543 3,398,025 186,921 1,598,224 78,977 22,361,018

• 11. Intangible assets

• TradeMark Computer

Total software

• Gross Block I(' I(' I('

At 1 April 2011 278,500 295,326,645 295,605,145

• Additions Disposals

• Other adjustments - Exchange differences - Borrowing costs • At 31 March 2012 278,500 295,326,645 295,605,145 Additions 39,326 2,888,151 2,927,477

• Disposals Other adjustments

• - Exchange differences - Borrowing costs At 31 March 2013 317,826 298,214,796 298,532,622 • Depreciation • At 1 April 2011 98,058 102,970,052 103,068,110 Charge for the year 27,850 51,316,934 51,344,784

• Disposals At 31 March 2012 125,908 154,286,986 154,412,894

• Charge for the year 31,341 51,728,343 51,759,684 Disposals

• At 31 March 2013 157,249 206,015,329 206,172,578

• Net Block At 31 March 2012 152,592 141,039,659 141,192,251 At 31 March 2013 160,577 92,199,467 92,360,044 • • • • • •

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •


12. Non current investments As at

31 March 2013

f

As at 31 March

2012 f

Non Trade Investments Valued at Cost Unless stated otherwise Unquoted Instruments Investment in Subsidiaries

88,51,725 (31 March 2012: 88,51,725) Equity Shares of Rs.10/- each fully paid of Indian Bullion Market Association Limited.

2,550 (31 March 2012: NIL) Equity Shares of Rs.100/each fullv oaid of Western Ghats Aaro Growers Co. Ltd.

100,000 (31 March 2012: NIL) Equity Shares of Rs.10/each fully paid of Farmers Agricultural Integrated Develooment Alliance ltd. Government And Trust Securities

29 (31 March 2012:20) National Savings Certificates

Total

Aggregate amount of unquoted Instruments

13. Loans And Advances

Capital Advances Secured, considered good Unsecured, considered good

88,517,250 88,517,250

255,000

1,000,000

220,000 147,000

89,992,250 88.664,250

89,992,250 88,664,250

Non Current Current As at As at As at As at

31 March 31 March 31 March 2013 31 March 2012 2013 2012

f f

3 171 005 2 422 595 (A) __ ~3~17~1~0~0~5--~2~4~2~2~5~95~·~00~-----------------------------

Security Deposit Unsecured, considered good

Loans And Advances To related Parties Unsecured, considered good

Advances Recoverable in Cash or Kind Unsecured, considered good

Other Loans And Advances Prepaid expenses Loans to employees Advance Tax & TDS (Net of provision) Balances with Statutory I Government Authorities

Total (A+B+C+D+E)

14. Other Assets

Unsecured considered good Others Non Current Bank balances (refer note 17)

(A)

Interest accrued on Fixed deposits (B)

Others- Contractually reimbursable expenses Unsecured considered good Doubtful Provision for doubtful advances

(C)

Total (A+B+C)

859,047 8,111,443 2,276,573

(8) ____ ~8~5~9~0~4~7 ____ ~8~1~1~1~4~4~3~----------~2~2~7~6~5~73~-----------

1 000 000 550 000 000 (C) ________________________________ -=1~o~o~o~o~oo~~5~5~oco~o~o~o~oo~

145 086 300 780 593 989 932 (0) ______________ ~1~4~5~0~86~--------~30~0~7~8~0~5~9~3 ______ 9~8~9~9~3~2~

835,251 1,085,385

1,828,384 21,439,110 19,413,895 589,300 397,782 839,976

26,046,766 46 801 46 801 12 760 707

(E) __ ~1~,9~6~7L,4~3~7--~2~8~,3~1~9,~7~33~--------~3~5~,0~3~9~,7~9~3----~20~,0~0~3~,1~9~5-

5,997,489 38,998,857 339,096,958 570,993,128

Non Current As at As at

31 March 31 March 2013 2012

f f

23 801485 56 995 141 23 801485 56 995 141

1,785,082 3,267,258 1,785,082 3,267,258

25,586,567 60,262,399

Current As at As at

31 March 2013 31 March 2012

46,095,725 46,095,725

3,350,767,267 85,041,900

(85,041,900) 3 350 767 267

3,392,526 3,392,526

1,439,315,217 40,482,894

(40,482,894) 1 439 315 217

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •


15. Current investments

Current Investments (Valued at lower of cost and fair value unless stated otherwise l Unquoted Equity Instruments Unquoted Mutual funds Nil (31 March 2012:21,691,764.313 units@~ 10.05 each of Reliance LiQuidity Fund - Daily Dividend Plan) Nil ( 31 March 2012:512,869.74 units@~ 100.01 each oftCIO Prudential Sweep Plan - Cash Option Daily Dividend Reinvestment) Nil (31 March 2012:16,57,979.85 units@~ 100.02 each of ICICI Prudential Institutional Liquid Fund - SIP Daily Dividend Reinvestment Plan) Nil (31 March 2012: 208,114.92 units@~ 1005.50 each of Canara Robeco Liquid - Super Institutional Daily Dividend Reinvestment Plan) Nil (31 March 2012: 213,961.26 units@~ 1000.10 each of Axis LiQuid Fund - Institutional DDR) Nil (31 March 2012: 209,654.16 units@~ 1019.44 each of UTI Liquid Cash Plan Institutional - Daily Dividend Reinvestment)

Nil (31 March 2012: 1,000,000 units @ ~ 10 each of L & T Short Term Debt Fund- Growth) Nil (31 March 2012: 219,985.93 units@~ 1001.72 each of Religare Ultra Short Term Fund - Institutional Daily Dividend Reinvestment) Nil (31 March 2012: 100,060.59 units @ ~ 1000 each of lOBI Ultra Short Term Fund - Daily Dividend Reinvestment Plan)

Nil (31 March 2012: 215,644.95 units@~ 1000.25 each of IDFC Cash Fund - Super lnst Plan C - DDR)

Total

Aggregate amount of unquoted instruments

16. Trade Receivables

Trade receivables outstanding for a period less than six months from the date they are due for payment Secured, considered good Unsecured, considered good Unsecured, considered doubtful

Less: Provision for doubtful debts

Trade receivables outstanding for a period exceeding six months from the date they are due for payment Secured, considered good Unsecured, considered good Unsecured, considered doubtful

Less: Provision for doubtful debts

Total

As at 31 March

2013 f

As at 31 March

2013 f

1,990,624,874

1,990,624,874

751,513,947 23,805,730

(23,805,730) 751,513,947

2, 742,138,821

As at 31 March

2012 f

217,028,271

51,292,872

165,835,456

209,259,557

213,983,318

213,731,027

10,000,000

220,363,208

100,060,592

215,698,859

1,617.253.160

1,617,477,360

As at 31 March

2012 f

110,321,916

110,321,916

20,528,041 1,742,258

(1,742,258) 20,528,041

130,849,957

• NATIONAL SPOT EXCHANGE UMITEO • • 17. Cash and Bank Balances

• Non Current Current As at As at As at As at

31 March 2013 31 March 2012 31 March 2013 31 March

c 2012 :( :( t :(

Cash And Cash Equivalents • • Balances with Banks On current Accounts 335,213,917 99,896,725 Deposits with maturity less than 3

839,069,261 2,177,444 • months cash on hand 25 783 58 549

1,174,308,961 102,132,718

~ Other Bank Balances .. Bank deposits with more than 3 but less than 12 months maturity 1,590,040,834 78,769,134 Bank deposits with more than 12

• months maturity 23 801485 56 995 141 23,801,485 56,995,141 1,590,040,834 78,769,134

• Total 23,801,485 56,995,141 2, 76413491796 1801901,852

• The above amount includes Bank deposits with more than 12

months maturity 23,801,485 56,995,141 • Amount disclosed under the head "Other assets" (refer note 14) !2318011485) !561995,141} • • 18. Inventories • 31 Mar 2013 31 Mar 2012

:( :(

(Valued at lower of cost or net • realizable value whichever is lower)

• Traded goods 487,125,883

• Total 487 125,883

• 19. Revenue from operations • 31 Mar 2013 31 Mar 2012

• :( :(

Sale of goods 2,917,863,398 Sale of services 1, 766,328,557 819,391,527

• Other operating revenues 35,9931229 521642 Total 4,72011851184 819,4441169

• Details of sale of goods 31 Mar 2013 31 Mar 2012

• Goods :( :(

Agricultural 2,865,845,113 Non Agricultural 52 018 285

• Total 2,9171863,398

• Details of services rendered

Transaction Fees 355,717,974 340,510,966

• Admission Fees (Approved) 64,850,000 101,405,000 Application Processing Fees - Memb 425,000 870,000 Annual Subscription Fees 14,727,500 12,247,500 • Warehouse receipt Transfer Olarge~ 1,137,892,848 84,733,914 Exchange Delivery Charges 10,852,812 106,934,690

• Procurement commission 102,468,893 142,873,215 Warehouse income 79,393,530 29,816,242

Total 1176613281557 8191391,527 • • • • • • 1111

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •


24. Other Expenses

Electricity Charges Rent Insurance Handling & Transportation Repairs and maintenance - Others Advertising and sales promotion Travelling and conveyance Communication costs Brokerage Legal and professional fees Business support charges Payments to auditor (Refer details below) Provision for bad debts /advances (Refer Note 40) Bad debts written off Net loss on sale of current investments Miscellaneous expenses*

Total (* includes vault charges, office expenses, printing and stationery,security charges etc.)

Payments to the auditor

As auditor Audit Fee

Taxation and other matters Total

25. Depreciation and ammortiszation expense

Depreciation of tangible assets Amortization of in tangible assets

Total

26. Finance Costs

Interest Expense on borrowings From bank Others

Other borrowing costs Total

31 Mar 2013 ~

4,884,652 65,349,193

7,155,351 10,725,812

3,513,348 15,790,580 12,656,619 13,375,278

7,407,822 4,018,638

338,240,202 2,490,233

66,622,477 88,662

263,413 32,491,233

585,073,513

31 Mar 2012 f

4,545,274 53,478,801

1,476,842 3,032,698 2,505,593

15,757,230 9,250,065 9,125,377

128,370,003 5,171,428

155,600,131 1,348,320

41,419,244 15,250,227

13,554,575 459,885,808

31 Mar 2013 31 Mar 2012 f f

2,022,480 467,753

2,490,233

1,348,320

1,348,320

31 Mar 2013 31 Mar 2012 f f

5,605,603 51,759,684 57,365,287

4,657,445 51,344,784 56,002,229

31 Mar 2013 31 Mar 2012 f f

87,639 412,676

2,980,164 3,480,480

195,948 15,269,988

166,023 15,631,959

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •



amortization (EBITDA) as a separate line item on the face of the statement of profit and loss. The Company measures EBITDA on the basis of profit/loss from continuing operations. In its measurement the Company does not include depreciation and amortization expense, finance costs and tax expense .

27. Earnings per share (EPS) As at 31 March As at 31 March 2013 2012

Net profit as per profit and loss account including extra ordinary 1,247,959,053 256,368,654 items Net profit for calculation of basic & diluted EPS 256,368 6

Weighted average nurrber of equity shares in calculating basic 45,000,000 45,000,000 EPS Weighted average number of equity shares in calculating diluted 45,000,000 45,000,000 EPS EPS- Basic & Diluted

28. Segment Information Business Segments:

Company's business segments are as under:

27.73 5.70

Exchange related services: Includes admission fees, annual subscription fees,

processing fee, transaction fees, and exchange delivery charges .

Warehousing & storage income: Includes storages of agricultural products, fumigation,

quality certification etc .

Procurement Services: Procurement services consists of private procurement on behalf of various corporate entities acting as an agent by procuring different commodities like cotton, pulses, sugar etc. through different sources and locations by rendering added services like quality testing, grading, sorting, loan syndication and offering other customized solutions .

Trading Services: Trading services include purchase of different commodities like coal, sugar, castor seed and various other agricultural commodities from different parties and supplying the same to various customers •

Business Segments

Refer annexure A

29. Related parties

Names of related parties where control exists irrespective of whether transactions have occurred or not:

Holding Company: Financial Technologies (India) Limited (mL}

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •



Subsidiary Companies:

Indian Bullion Market Association Limited (IBMAL) (since incorporation)

Western Ghats Agro Growers Co. Ltd. (WGAGL) (w.e.f 5th September, 2012)

Farmers Agricultural Integrated Development Alliance ltd. (FAIDA) (w.e.f 1st August,2012)

Names of other related parties with whom transactions have taken place during the year

Fellow Subsidiaries:

1 Atom Technologies Limited (Atom) 2 National Bulk Handling Corporation Limited (NBHC) 3 Tickerplant Limited (Tickerplant) 4 Financial Technologies Communications Limited (FTCL) 5 Credit Market Services Limited (CMSL) 6 Riskraft Consulting Limited (Riskraft)

Associate Multi Commodity Exchange of India Limited (MCX)

Key Management Personnel

Mr. Anjani Sinha

30. Transactions with Related Party

Refer annexure B

31. Leases

In case of assets taken on lease

The Company has entered into cancellable leasing arrangements for it's offices and warehouses. The lease rental of Rs.57,227,287 (Previous Year Rs. 52,665,816) has been included under the head Rent under Schedule 24 in statement of Profit & Loss .

The Company has entered into non-cancellable leasing arrangements for it's offices and warehouses. The lease rental of Rs.3,861,540 (Previous Year Rs.4,004,796) has been included under the head Rent under Schedule 24 in statement of Profit & Loss .

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •



As at March As at March 31,2013 31,2012 Amountf Amountf

Payment not later than one year 21 360,384 26,101 462 Payment later than one year but not later than five 573,713 17,357,389 years Payment later than five years 82 000 -

There are no restrictions imposed by lease arrangements .

In case of assets given on lease

The Company has entered into cancellable leasing arrangements for it's warehouses. The lease rental of Rs. 254,533 (Previous Year Rs. 630,482) has been included under the head warehousing and storage income under Schedule 20 in statement of Profit & Loss. These warehouses have been sub-leased and hence not included in fixed assets .

32. Capital Commibnents

As at March As at March 31,2013 31,2012 Amountf Amountf

Estimated amount of contracts remaining to be executed 2,790,271 1,949,405 on capital account and not provided for .

33. Provisions and Contingencies

Contingent Liabilities not provided As at March As at March 31,2013 31,2012 Amountf Amountf

Bank/Corporate Guarantees 11 77,22,000 115,520,000 Bank/Corporate Guarantees - Third Partv* 32 16L16 469 -

TOTAL 43,93,36,469 115,520,000

* The company has placed FOR in the form of collateral for third party and the amount above is to the extent, not covered by the securities available with the company. The company has acted as a collateral provider for Rs. 544,416,469 in case of third party against which it has received a sum of Rs. 222,800,000 as margin/security and the balance amount is considered as contingent liability .

34. Gratuity and other post-employment benefit plans Gratuity Plan: The Company has made annual contributions to the Gratuity-cum-Life Assurance (Cash Accumulation) Scheme administered by the Life Insurance Corporation of

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •



India ('UC'), a funded defined benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to fifteen days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs on completion of five years of service .

The following table sets out the status of the gratuity plan and amounts recognized in the Company's financial statements as at 31st March, 2013 and 2012

Profit and Loss Account

Net employee benefit expense (recognised in Employee Cost)

Gratuity

For The Year Ended March 31, 2012

~~~~~~~=------------------------+~~~~~,_~8=7~1912 229 658

~~==~~~~==~~==~-----------1--~~~--r-~1=6~3720)

~~~==~~~~~~~~~==~~~~ea~r~--1-~~~~--+-~3=2~58396

LA~ct=u~a~l~re=t=u~rn~o~n~la=n~as=s=e=ts~----------------~--~7~3=8~7~25~~---3~1~4,305

Balance Sheet

Details of Provision for Gratuity

Gratuity

For The ForTh e Year Ended Year E nded March 31, March 31, 2013 2012 10 173 219 7 16 6 340 7 512 776 5 93 6,151

-

IIIII _______ ....

• • • • • • • • • • • • • • • • • • • • • • • • • • • • >4

• • • • • • • • le


Notes to fmancial statements for the year 2012-13 Changes in the present value of the defined benefit obligation are as follows:

Gratuity

For The For The Year Ended Year Ended March 31, March 31, 2013 2012

Opening defined benefit obligation 7 166 340 2 783,729 Interest cost 627,055 229,658 Current service cost 1,374,380 871,912 Benefits paid (166,197) (127,939) Actuarial (gainsl/losses on obligation 1,171,641 3,408,981 Closing defined benefit obliqation 10 173 219 7 166,340

Changes in the fair value of plan assets are as follows:

Gratuity

For The Year For The Year Ended March Ended March 31, 2013 31, 2012

Openinq fair value of plan assets 5,936,151 1 984 487 Expected return 510,509 163 720 Contributions by employer 1,004,097 3 765 298 Benefits paid (166,197) (127 939) Actuarial gains I (losses) 228,216 150,585 Closing fair value of plan assets 7,512,776 5,936,151

The principal assumptions used in determining gratuity and post-employment medical benef'd: obligations for the Company's plans are shown below:

For The Year For The Year Ended March Ended March 31J 2013 31, 2012

% % Discount rate 8.25 8.75 Expected rate of return on assets 8.70 8.75 EmpJoyee turnover 2-6 1.0

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •


Notes to financial statements for the year 2012-13 Amounts for the current year are as follows

Defined Benefit Obligation

Plan Assets

Surplus/( deficit)

Experience adjustments on plan liabilities (Gain)/Loss Experience adjustments on plan Assets Gain/(Loss)

For The Year For The Year Ended March Ended March 31, 2013 31, 2012 Gratuity Gratuity

10,173,219 7,166,340

7,512,776 5,936,151

(2,660,443) (1,230,189)

618,545 3,695,635

228,216 150,585

The Company expects to contribute Rs. 4,032,934 gratuity in year 2012-13 .

35. Various State APMC's while issuing license for establishing E-market/ Private market I spot exchange, had laid down to maintain a settlement Guarantee fund ('SGF') to meet exchange obligations but have not given any guidelines for the constitution of the SGF. In view of such a requirement an amount of Rs. 6,466,448 had been apportioned out of initial margins of the members to SGF NC and shown under current liabilities in the financial year 2011-12. In the current year the said amount has been transferred back to initial margins from members account and an appropriation of an equal amount has been done out of opening balance of Reserves and Surplus of the company. The company has appropriated for Security Guarantee Fund (SGF) an additional amount of Rs. 2,000,000 for the current financial year 2012-13 .

36. As a part of the documentary requirements for license from State level Agricultural Produce Market Committee's (APMC's), National Savings Certificates (NSC) are required to be submitted to the APMCs. However, since NSCs are not issued to corporates, the Company has obtained NSCs in the name of employees and submitted to the APMC .

37. Remuneration to key managerial personnel

31 Mar 2013 31 Mar 2012 Mr. Anjani Sinha (Managing Director) f f

Salary,bonus and contribution to PF 17,133 341 14 302 088

38. Deposit accounts include Fixed deposits aggregating Rs. 2,408,527,342 (Previous Year Rs. 6,470,000) placed with scheduled banks against guarantees given in favour of Agricultural Produce Market Committee, Sales Tax authorities and third party .

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •



39. As at 31 March 2013, the company has maintained a settlement fund amounting to Rs. 7,069,044,892 (Previous Year Rs. 3,606,046,920). The fund comprises of total of initial margin, fixed deposits and bank guarantees collected from the members .

40. Included in the other current assets is an amount of Rs.85,041,899l- recoverable from NAFED in connection with agreement dated December 30, 2008 entered in to with NAFED by the company. Vide letter dated April 20, 2012 NAFED has agreed for the payment of this amount. However, out of this amount, an amount of Rs.40,482,894l- has been agreed for payment by NAFED subject to the examination and approval of Department of Agricultural and Cooperative Ministry of Agriculture. Following the prudent accounting policy, a sum of Rs.40,482,8941- was provided for in the books of accounts in financial year 2011-2012 and balance of Rs.44,559,006l- has been provided for in the books of accounts in the current financial year, thereby providing for the whole of the amount recoverable form NAFED .

41. The Company has entered into an agreement with National Agricultural Co-operative Marketing Federation of India Limited (NAFED) to carry out the procurement and processing of cotton activity on their behalf as an agent. All the expenses related to procurement and processing i.e ginning, pressing, loading, unloading, transportation, interest on borrowed funds etc. incurred for the procurement and processing of cotton activity, on behalf of the NAFED, will be reimbursed by NAFED to the company.Amount receivable from NAFED amounted to Rs.7,027,392,247 towards payment to the farmers as per procurement agreement and Rs.S33,327,076 towards reimbursement of expenses incurred for ginning and pressing, labour charges etc. Out of this an amount of Rs . 4,788,640,014 has been received and the balance Rs.2,772,079,309 is included under "Other current Assets" as receivable from NAFED. The procurement and processing of cotton activity carried out by the company, is not in the nature of, trading and manufacturing activity, respectively, of the company. The risk and rewards to the company are operational, executional and for the procurement services .

42. Previous Year Comparatives

Previous year's figures have been regrouped I reclassified wherever necessary to correspond with the current year's classification I disclosure .


For Mukesh P. Shah & Co .

Partner

Place : Mumbai

Date: 1 7 MAY Z013

For and on behalf of the Board of Directors of National Spot Exchange Limited

ela-~ ~----Anjani Sinha Shreekant

Javalgekar Managing Director & CEO Director

N· t-"l"'"'? ........... ~c.: Nirav Pandya "1. • •

Company Secretary

••••••••••••••••••••••••••••••••••••• NATIONAL SPOT EXCHANGE LIMITED

Annexure A

Business Segmental Reporting

Exchange Warehousing Procurement Trading Consolldlted Total 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012

Revenue 1,631,681,883 687,222,225 79,901,583 29,440,382 102,468,893 142,936,236 2,920,421,292 - 4,734,473,651 859,598,843

Allocable Expenses 631143,988 354,174,302 53,698,729 43,792,036 47,272,011 129,002,591 2,851,383,189 275,971 3,583,497,918 527,244,900

Segment Result 1,000,537,895 333,047,923 26,202,854 (14,351,654) 55,196,883 13,933,645 69,038,103 (275,971) 1,150,975,733 332,353,943

Unallocated Corporate Expenses 2,723,990 85,007,946

Operating Profit/(loss) 1,148,251, 743 247,345,997

Dividend Income 154,084,628 54,527,469

Interest Income 495,527,923 29,782,347

Financial Expense 3,480,480 15,631,959

Income Tax 546,424,762 59,655,200

Net Profit 1,247,959,053 256,368,653

Other Information

Segment Assets 1,336,355,629 324,884,117 93,254,562 21,321,809 2,861,135,076 1,562,303,241 3,016,683,825 90,470 7,307,429,092 1,908,599,637

Unallocated Corporate Assets 2,659,424,896 2,388,991,088

Total Assets 1,336,355,629 324,884,117 93,254,562 21,321,809 2,861,135,076 1,562,303,241 3,016,683,825 90,470 9,966,853,987 4,297,590,725 Segment Liabilities 6, 767,518,180 3,612,815,620 1,671,827 414,409 446,786,629 3,097,057 486,115,982 - 7,702,092,617 3,616,327,087 Unalloc;~ted Corporate Liabilities 406,313,186 70,774,507 Total liabilities 6,767,518,180 3,612,815,620 1,671,827 414,409 446,786,629 3,097,057 486,115,982 - 8,108,405,803 3,687,101,594 Other Segment Information

Caoltal Tangible assets 13,585,287 2,360,895 Intangible Assets 2,927,477 -!!Sll!r!!;li!tll!!l Tangible assets 5,605,603 4,657,446 Intangible Assets __ 51,759J~ ____ 5J.,J44,7_~_

• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • •

Natinal Spot Exchange Limited Annexure B Related Party Disclosure

NallnofTraN-

Sr.No •

1 Loan/Advonc:es taken Balance .. ot the start of the -Taken durtna the_, R-Id dur1r1g the year Balance ••• the """ ol the

2 Loan/Advoncos Given Balance as ot the start ol the,.,.. Given during the year R-Id dur1r1g the year Balance as ot the ond of the ~ar

3 Income: Tr.nsactlon Chameo Dellverv chames Warehousinc & storsaelncome Testinc & Quality Cer111icate Chames Handllna & Tran sale o1 Commodities VSA T Recunina Cha!llOI Penalty for short delivery Annual Subcription Penalty for Trade Cancellation AUCTION DIFFERENCE AC QC Income GunnvbaQs Loading & Unloading Ch&lllOS Interest CTCLChalllOs COnsultancy fees Miscelleneuse Income DPChargos

Reimbursement of expenaes charged to :

Fanner AQriculturallniegra1od Westemghats AQro Groweno Corn

4 Expenses: Commission & Brok~ge Business suooort charaes Rent Interest SOftware License Fees ExD Fumioation ExPenses QCExoenses warehouse & storage Expenses National Bulk Handlin Ud.

v T Connoctfvftv Charceo Multi Commodity Exchanoo of India Ud. Professional Charceo Multi Commodity Exchanoo of India Ud.

Reimbursement of 8Xe!RHS Cha!Jiecf b~

Indian Bullion Mar1<et Association National Bulk Handling eor-at~on Ltd. ATOM TechnoloOieo Ud. Flnancial Technaloales Communication Ltd. Multi Commodity Exchanoo of India Ud. TlcltorPiant Ud.

5 Leased Une Expenses Finandal Technolooles communication Reoalrs.-ATOM Technaloales Ud Tocken>lant UmHod Data Feed Ex noes Tlclterolant UmHod

6 Relmbusement of the expenses FTIL

7 FlxodAooeto: Fixed Assets Purchased Fixed Assets Sold caoital wor1<-Jn.oroaress lncludlnc caoilal advances

8 Rent Deposit as at the end of the year

9 Allotment of Eoulty Shares FAIDA AUotment of Eauitv Shares WAGAL

10 Investment as at the end of the vear

11 Sundry Debtors Balance as at the end of the year

12 SUndry CredHors Balance as ot the ond o1 the year

13 Initial Marcin as at the end of the vear 14 Advance aiven as at the end of the vear

Holding company or group of

lndlvtdualo having conb'ol or llgntllcant Inn- OWir ....

Compony and- of ouc11 lndlvtdualo

2013 2012

290000000

290000 000

.

.

.

. 250000 250000

3294409n 70573 328 17 539437 1524 509

15076 503 2 301 040

9026 915 3 424 596

42222 189 883 132132

8993320

241,858,427

SUbsidiaries Fellow SUblldlarta - Tolal

2013 2012 2013 2012 2013 2012 2013 2012

. 290000000 .

290 000000

550000000 550000000 8823500000 1653000000 . 8 823500000 1653000000 e3n500ooo 1103000000 . e3n500ooo 1103000000

1000000 550000000 1 000000 550000000

201 7931565 212 993135 . 2017931565 212 993135 221548 1473405 221548 1-473405

12231962 636459 . 12.2:1962 636459 15400 15400

18652 19652 548328684 . 548328694

70000 70000 290110 11960 260110 11960 50000 50000 50000 50000 25000 25000

1182 582 1182592 53485 53485

113894 . 113894 260 260

76209 750 18 863415 76209750 18 863415 250000 250000

15000 000 15000000 506 798 372 798 878

538482 485430 538462 485 430

86538 86538 2267 810 2267810

128 370003 128 370003 83642244 3294o409n 154215572

248 175 68244 17607681 1772684 15076 503

. 2 301 040 140997 10324 140997 10324 20899 17759 20899 17759

1153005 1153005 56923 56923

1694 078 1694078

9705 100000 9705 100000

245690 245690 28967 28967

330900 330900 436788 436788

122811 1557055 122811 1557 055 500 000 500000

6 391132 6391132

523 523 229411 229411

500000 500 000

36171 459 054 9 026915 3919 821

60957 309445 6834 487 301 838 968 257674

20008 61124 152140 61124 827250 . 9820 570

1000000 . 1 000 000 255000 . 255000

897n250 88 517 250 89n2250 88517250

805422205 192462n 605422205 192462n

95,811 6,074,250 7,184 241,961,422 6,074,250

2 500000 2 500000 2 500000 2 500 000 523925 523925

co . mukesh p. shah€¦ · mukesh p. shah & co • chartered accountants 12, oamodar niwas,...

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