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Notes to Accounts of HSIL Ltd.

Mar 31, 2017

Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS. The Company has classified the financial assets in accordance with Ind AS 109 on the basis of facts and circumstances that exist at the date of transition to Ind AS.

1. Proposed dividend

Under previous GAAP, proposed dividends are recognized as liability in the period to which they relate irrespective of the approval by shareholders. However, under Ind AS, proposed dividend is recognized as liability in the period in which it is declared (on approval of shareholders in a general meeting) or paid.

2. Derivative contract

Under previous GAAP, mark-to-market losses on derivative contracts were recognized whereas the gain arising on the said contracts were ignored. However, under Ind AS, all derivative are measured at fair value through profit and loss and mark-to-market gain/losses are recorded in the relevant period.

3. Investments others than investment in subsidiary, joint arrangement and associates

Under previous GAAP, non-current investments were measured at cost less any diminution in value of investments other than temporary. However, under Ind AS, these financial assets have been classified as fair value through other comprehensive income (FVTOCI).

4. Compound financial instrument

Under previous GAAP, the redeemable preference shares (RPS) were stated initially at cost and less any diminution in value of investments other than temporary. However, under Ind AS, the RPS being a compound financial instrument is segregated into loan component and equity component. The loan component is initially recognized at fair value and subsequently measured at amortized cost and the balance is considered as equity.

5. Financial assets and liabilities

Under previous GAAP, the financial assets and financial liabilities were carried at cost. However, under Ind AS, certain financial assets and financial liabilities are initially recognized at fair value and subsequently measured at amortized cost.

6. Goodwill arising on amalgamation

Under previous GAAP, the goodwill arising on amalgamation was being amortized over a specified period. However, under Ind AS, the same is tested for impairment at each reporting date.

Note No statement of comprehensive income was prepared under previous GAAP. Therefore, the reconciliation starts with net profit as per previous GAAP

7. Under previous GAAP, the goodwill arising on amalgamation was being amortized over a specified period. However, under Ind AS, the same is tested for impairment at each reporting date.

8. Under the previous GAAP, mark-to-market losses on derivative contracts were recognized whereas the gain arising on the said contracts were ignored. However, under Ind AS, all derivatives are measured at fair value through profit and loss and mark-to-market gain/losses are recorded in the relevant period.

9. Under previous GAAP, the financial assets and financial liabilities were carried at cost. However, under Ind AS, certain financial assets and financial liabilities are initially recognized at fair value and subsequently measured at amortized cost.

10. Under the previous GAAP, the actuarial gains/losses arising on defined benefit plans was being charged to the statement of profit and loss. However, under Ind AS the same is recognized in other comprehensive income.

Allocation of goodwill to cash generating units:

For the purpose of impairment testing, goodwill is allocated to the Garden Polymers division which represents the lowest level within the Company at which the goodwill is monitored for internal management purposes, which is not higher than the Company’s operating segments.

The Company tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired.

The recoverable amounts of the cash generating units ("CGU") is determined from value in use calculation. The key assumptions for the value in use calculations are these regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. These assumptions have been determined in light of the economic environment which has resulted in more conservative estimates about the future. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU. (A reduction in the availability of credit has led to an increase in the cost of capital and therefore, the discount rate applied to future cash flows has increased.) Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market. It is anticipated that sales volumes will remain at a similar level to the current year taking into account the market conditions.

The Company has conducted a sensitivity analysis on the impairment test of CGU carrying value. Change in the discount rate and growth rate by /- 1% pints would not impact in carrying value of goodwill (with other factors remains constant).

Value in use has been determined by discounting the future cash flows generated from the continuing use of the unit. Unless indicated otherwise, value in use in 2016-17 has been determined similarly as in 2015-16. The calculation of the value in use is based on the following key assumptions

11. Loans are secured by way of hypothecation of first pari-passu charge on movable fixed assets (both present and future) pertaining to the glass plants of the Company situated at Sanathnagar and Bhongir in Telangana. Further, this was secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties (both present and future) of glass plants of the Company situated at Sanathnagar and Bhongir in Telangana.

12. Loans were secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable property situated at Sitarampur, Isnapur, PO Medak District, Hyderabad, Telangana.

13. Loan is secured by first pari-passu charge over all present and future movable and immovable fixed assets of the Sanitaryware plant situated at Bibinagar, Telangana.

14. Loan is secured by first pari-passu charge over all present and future movable and immovable fixed assets of the Sanitaryware plant situated at Bibinagar, Telangana and movable fixed assets of faucet plant situated at Kehrani, Rajasthan.

15. Loan was secured by first pari-passu charge on movable and immovable fixed assets situated at the Company''s the Sanitaryware plant in Parnala and Bahadurgarh, District Jhajjar, Haryana.

16. Loan is secured by first pari-passu charge on fixed assets of the Company located at Sitarampur, Isnapur, PO Medak District, Hyderabad, Telangana.

17. Loan was secured by way of charge on block of fixed assets both (present and future) of retail business of the Company

18. Vehicle loans are secured by way of hypothecation of the respective vehicles thus purchased.

19. Deferred payment liabilities from others (unsecured) is in respect of value added tax and central sales tax liabilities pertaining to the years 1999-2000 to 2012-2013 and are repayable by the end of financial year 31 March 2031. The outstanding amount of deferred sales tax credit is subject to assessment by sales tax authorities.

Warranty claims:

The provision for warranty claims represent the present value of best estimate of the future outflow of economic benefits that will be required under the Company obligations for warranties under the local sale of goods. The estimate has been made based on historical warranty trends and may vary as a result of new materials, altered manufacturing process or other events. Assumptions used to calculate the provision for warranties were based on current sales levels and current information available about returns based on the two-year warranty period for all products sold.

Details of security and term of repayment of each type of borrowing:

Buyer''s credit facilities :

20. Buyer''s credit facilities from banks carrying interest ranging between LIBOR plus 35bps to LIBOR plus 70 bps per annum (p.a.) is repayable within 6 months from the date of crimination and is secured by hypothecation of all current assets including stocks and book debts and further secured by second pari-passu charge on all the movable fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhcngir plant.

Packing credit:

21. Packing credit in foreign currency facilities from banks carrying interest LIBOR plus 70 bps per annum (p.a.) is repayable within 6 months from the date of crimination and is secured by hypothecation of all current assets including stocks and book debts and further secured by second pari-passu charge on all the movable fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhcngir plant.

22. Packing credit facilities from bank carrying interest 8% per annum (p.a.) is repayable within 7 days from the date of crimination and is secured by hypothecation of all current assets including stocks and book debts and further secured by second pari-passu charge cn all the movable fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhcngir plant.

Cash credit facilities :

23. Cash credit facilities from banks carrying interest rate ranging from 9.30% to 12.70% p.a. is repayable on demand and is secured by hypothecation of all current assets including stocks and b00k debts, present and future, and further secured by second pari-passu charge on all the movable fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhcngir plant.

24. Cash credit facility from banks carrying interest rate ranging from 11.00% to 11.70% p.a. and is repayable on demand. This facility is secured by hypothecation against stocks, goods in transit, receivables and all other current assets (both present and future) of the Company’s retail business and also having corporate guarantee of the Company.

Short term loan facilities :

25. Working capital demand loan and Short term loans from banks carrying interest rate ranging from 7.90% to 9.25% p.a. is repayable within 7 days and is secured by hypothecation of all current assets including stocks and book debts present and future, and further secured by second pari-passu charge on all the movable fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant.

26. Working capital demand loan and Short term loans from banks carrying interest @ 9.15% p.a. is repayable within 31 days from disbursements. This facility is secured by hypothecation against stocks, goods in transit, receivables and all other current assets (both present and future) of the Company''s retail business and also having corporate guarantee of the Company.

Unsecured short term borrowings Buyer''s credit facilities :

Buyer''s credit facilities from banks carrying interest ranging between 0.72% - 1.30% p.a. is repayable within 6 months from the date of origination.

Working capital demand loans:

Short term loan from bank amounting to Rs.1,500 lakh carrying interest @ 9.70% p.a. is repayable by 9 April 2015.

Commercial papers :

Commercial paper from various banks Rs.25,000 lakh (31 March 2016 Rs.15,000 lakh, 01 April 2015 Rs.9,000 lakh) carrying discount rate of 6.65% to 8.71 % p.a. is payable within 30 to 90 days.

Note 27 - FINANCIAL INSTRUMENTS AND RISK REVIEW Capital management

The Company manages its capital to be able to continue as a going concern while maximizing the returns to shareholders through optimization of the debt and equity balance. The capital structure consists of debt which includes the borrowings as disclosed in note 23 and 28, cash and cash equivalents and current investments and equity attributable to equity holders of the Company, comprising issued share capital, reserves and retained earnings as disclosed in the Statement of changes in equity. For the purpose of calculating gearing ratio, debt is defined as noncurrent and current borrowings (excluding derivatives). Equity includes all capital and reserves of the Company attributable to equity holders of the Company. The Company is not subject to externally imposed capital requirements. The Board reviews the capital structure and cost of capital on an annual basis but has not set specific targets for gearing ratios. The risks associated with each class of capital are also considered as part of the risk reviews presented to the Audit Committee and the Board of Directors.

Financial risk management objective

The Company is exposed to various risks in relation to financial instruments. The main types of risks are market risk, credit risk and liquidity risk. The Company is not engaged in speculative treasury activities but seeks to manage risk and optimize interest and commodity pricing through proven financial instruments.

The use of any derivative is approved by the management, which provide guidelines on the acceptable levels of interest rate risk, credit risk, foreign exchange risk and liquidity risk and the range of hedging requirement against these risks.

Credit risk:

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to financial loss. The Company is exposed to credit risk for receivables, cash and cash equivalents, short term investments, financial guarantee and derivative financial instruments.

Cash and cash equivalents and short term investments

The Company considers factors such as track record, size of institution, market reputation and service standard to select the banks with which deposits are maintained. Generally the balances are maintained with the institutions with which the Company has also availed borrowings. The Company does not maintain significant deposit balances other than these required for its day to day operations.

Trade receivables

The Company extends credits to customer in normal course of the business. The Company considers the factors such as credit track record in the market of each customer and past dealings for extension of credit to the customer. The Company monitors the payment track record of each customer and outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as law, as its customers are located at several jurisdiction and industries and operate in large independent markets. The Company also takes advances and security deposits from customers which mitigate the credit risk to an extent.

The average credit period taken on sales of goods is 30 to 60 days. Generally, no interest has been charged on the receivables. Allowances against doubtful debts are recognized against trade receivables based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of the counterparty’s current financial position.

Before accepting any new customer, the Company uses an internal credit system to assess the potential customer''s credit quality and defines credit limits by customer. Limits attributed to customers are reviewed periodically. There are no customers who represent more than 5 per cent of total net revenue from operations

The Company does not held any collateral or other credit enhancements over any of its trade receivables nor does it have a legal right of offset against any amounts owed by the Company to the counterparty.

Expected credit loss :

The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix. The provision matrix at the end of the reporting period is as follows

Financial guarantee

The maximum credit exposure on financial guarantees given by the Company for various financial facilities is described in Note 60.

Liquidity risk:

Liquidity risk reflects the risk that the Company will have insufficient resources to meet its financial liabilities as they fall due.

The Company''s objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company relies on a mix of borrowings, capital infusion and excess operating cash flows to meet its needs for funds. The current committed lines of credit are sufficient to meet its short to medium term expansion needs. The Company monitors rolling forecasts of its liquidity requirements to ensure that it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities so that it does not breach borrowing limits.

The table below provides undiscounted cash flows towards non-derivative financial assets/ (liabilities) into relevant maturity based on the remaining period at the balance sheet date to the contractual maturity date and, where applicable, their effective interest rates. _ . , , ,

Market risk

The Company''s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company enters into a variety of derivative financial instruments to manage its exposure to foreign currency risk, including

Forward foreign exchange contract to hedge the exchange rate risk arising on the export of its products.

Forward foreign exchange contract to hedge the exchange rate risk arising on translation of the foreign currency loans.

Currency risk

The Company undertakes various transactions denominated in foreign currencies, consequently, exposure to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilizing forward foreign exchange contracts.

The Company transacts business primarily in Indian Rupee, USD, Euro and GBP. The Company has obtained foreign currency loans and has foreign currency trade payables and receivables and is therefore, exposed to foreign exchange risk. Certain transactions of the Company act as a natural hedge as a portion of both assets and liabilities are denominated in similar foreign currencies. For the remaining exposure to foreign exchange risk, the Company adopted a policy of selective hedging based on risk perception of the management. Foreign exchange hedging contracts are carried at fair value.

Note 28 - EMPLOYEE BENEFITS

A. Defined contribution plan

The Company operates defined contribution retirement benefit plans for all employees. The assets of the plans are held separately from these of the Companies in funds under the control of trustees. Where employees leave the plans prior to full vesting of the contributions, the contributions payable by the Company are reduced by the amount of forfeited contributions.

The Company’s contribution to Provident Fund and Superannuation Fund aggregating to Rs.886.05 lakh (31 March 2016 Rs.798.01 lakh) has been recognized in the Statement of Profit and Loss under the head Employee Benefits Expense.

29. Defined benefit plans Gratuity

The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the Payment of Gratuity Act, 1972 or the Company scheme applicable to the employee. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme administered by the Birla Sun Life Insurance Company Limited.

Note 30 - RELATED PARTY TRANSACTIONS

In accordance with the requirement of Indian Accounting Standard (Ind AS) 24 ''Related Party Disclosures" name of the related party, related party relationship, transactions and outstanding balances including commitments where control exist and with whom transactions have taken place during the reported period are as follows

Note 31 - CORPORATE SOCIAL RESPONSIBILITY (contd...)

a sum of Rs.290.77 lakh (previous year Rs.242.99 lakh) towards CSR activities during the year ended 31 March 2017. The CSR Committee has been examining and evaluating suitable proposals for deployment of funds towards CSR initiatives, however, the committee expects finalization of such proposals in due course. During the period ended 31 March 2017, Company has contributed the following sums towards CSR initiatives.

32. The Hon''ble National Company Law Tribunal of Kolkata, West Bengal, vide its order dated 4 May 2017 approved the Composite Scheme of Arrangement (the "Scheme") between the Company and its wholly owned subsidiary Hindware Home Retail Private Limited (HHRPL), their shareholders and creditors. Pursuant to the Scheme, all the properties, assets, rights, claims and obligations of the Retail Business of HHRPL (the "Demerged Undertaking") has been transferred and vested in the Company on a going concern basis with effect from the Appointed Date i.e., 1 April 2015. The Scheme has been accounted for as a business combination of entities under the common control. Accordingly, the financial information in these financial statements in respect of prior periods have been restated as if the business combination had occurred from the beginning of the financial year ended 31 March 2016.

33. Further, pursuant to the Scheme, the Company has also reorganized and adjusted the cost of equity and preference shares held in HHRPL to an amount equivalent to the remaining net assets of the HHRPL as on the appointed date, post demerger. Therefore, the investment in HHRPL has been reorganized from 3,20,00,000 equity shares to 6,40,000 equity shares as on the appointed date.

34. The Board of Directors of the Company has approved utilization of Business Reconstruction Reserve (BRR) by Rs.1,643.46 lakh pertaining to diminution, other than temporary in nature, in the carrying value of its investment in one of its overseas step down subsidiary during the year ended 31 March 2016. The aforesaid utilization against BRR is as per the Scheme of Arrangement approved by the Hon''ble High Court of Calcutta vide its order dated 26 March 2010.

35. The Board of Directors of the Company has approved utilization of Business Reconstruction Reserve (BRR) by Rs.838.63 lakh pertaining to write off of old, non-moving and slow inventory done by the Demerged Undertaking during the year ended 31 March 2017. The aforesaid utilization against BRR is as per the Scheme of Arrangement approved by the Hon''ble High Court of Calcutta vide its order dated 26 March 2010.

Note 36 - DISCLOSURE ON SPECIFIED BANK NOTES (SBNS)

During the year, the Company had specified bank notes or other denomination as defined in the MCA notification G.S.R. 308(E) dated 30 March 2017, on the details of specified bank notes (SBNs) held and transacted during the period from 8 November 2016 to 30 December 2016, the denomination wise SBNs and other notes as per the notification is given below

Note 37 - DIVIDEND

In respect of the current year, the directors propose that a dividend of t4 per share to be paid on equity shares of t''2 per share. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The proposed equity dividend is payable to all shareholders on the Register of Members. The total estimated equity dividend to be paid is Rs.2,891.86 lakh. The payment of this dividend is estimated to result in payment of dividend tax of Rs.588.71 lakh on the amount of dividends grossed up for the related dividend distribution tax.


Mar 31, 2016

1) Rupee loans (including current maturities) comprises of:

a) Term loan of Rs. 5,000 lacs from DBS Bank Limited carries an interest @ 10.70% per annum and is repayable in 48 quarterly installments ranging from Rs. 62.50 lacs to Rs. 125.00 lacs commencing from February 2014. The loan is secured by first pari- passu charge on movable and immovable fixed assets situated at the Company''s sanitaryware plant in Parnala and Bahadurgarh, District Jhajjar, Haryana. Outstanding as at 31 March 2016 Rs. Nil (previous year Rs. 3,812.50 lacs).

b) Term loan of Rs. 2,900 lacs from Bank of Bahrain & Kuwait carries an interest @ 10.80% per annum and is repayable in 12 quarterly installments ranging from Rs. 241.30 lacs to Rs. 241.70 lacs commencing from April 2015. The loan is secured by first pari passu charge on vacant freehold land and building situated at Sitarampur, Isnapur, PO Medak District, Hyderabad, Telangana. Outstanding as at 31 March 2016 Rs. Nil (previous year Rs. 2,900 lacs).

c) Vehicle loans amounting to Rs. 888.04 lacs are secured by way of hypothecation of the asset thus purchased. The interest ranges from 9.30% to 13.60% per annum. The aforementioned loans are repayable in 36-48 equal monthly installments and the final installment is due for repayment in December 2017. Outstanding as at 31 March 2016 Rs. 282.07 lacs (previous year Rs. 695.89 lacs).

2.) Deferred payment liabilities is in respect of value added tax and central sales tax liabilities pertaining to the years 1999-2000 to 2012-2013 and are repayable by the end of financial year 31 March 2031. The outstanding amount of deferred sales tax credit is subject to assessment by sales tax authorities. Outstanding as at 31 March 2016 Rs. 4,806.35 lacs (previous year Rs. 4,845.27 lacs).

Details of security and term of repayment of each type of borrowing:

Buyer''s credit facilities :

Buyer''s credit facilities from HDFC Bank, Citibank and Standard Chartered Bank, carrying interest ranging between LIBOR plus 35bps to LIBOR plus 70bps per annum (p.a.) and is repayable within 6 months from the date of origination and is secured by hypothecation of all current assets including stocks and book debts and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant.

packing credit facilities (in foreign currency):

Packing credit in foreign currency facilities from DBS Bank and Citibank, carrying interest LIBOR 70bps p.a. is repayable within 6 months from the date of origination and is secured by hypothecation of all current assets including stocks and book debts and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant.

Cash credit facilities :

a) Cash credit facilities from Central Bank of India carrying interest @ 12.70% p.a. is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts, present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant.

b) Cash credit facilities from Canara Bank carrying interest @ 11.40% p.a. is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts, present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant.

c) Cash credit facilities from Standard Chartered Bank carrying interest @ 11.50% p.a. is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts, present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant.

d) Cash credit facilities from Citibank N.A. carrying interest @ 12.50% p.a. is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant.

e) Cash credit facilities from DBS Bank Limited carrying interest @ 9.30% p.a. is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant.

f) Cash credit facilities from Andhra Bank carrying interest @ 11.50% p.a. is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant.

g) Cash credit facilities from Hongkong and Shanghai Banking Corporation Limited carrying interest @ 10.70% p.a. is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant.

h) Cash credit facilities from State Bank of India carrying interest @ 10.55% p.a. is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant.

i) Cash credit facilities from HDFC Bank Limited carrying interest @ 10.10% p.a. is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant.

unsecured short term borrowings Commercial paper :

Commercial paper from HDFC Bank Limited Rs. 15,000 lacs (previous year Rs. 9,000 lacs) carrying interest rate ranging from 8.38% p.a. to 8.71% p.a. The commercial papers are payable by 18 May 2016.

Buyer''s credit facilities :

Buyer''s credit facilities from IDBI Bank Ltd. carrying interest ranging between 0.72% - 1.30% p.a. is repayable within 6 months from the date of origination.

Short term loans:

Short term loan from Societe Generale Bank amounting to Rs. 1,500 lacs carrying interest @ 9.70% p.a. has been repaid on 9 April 2015.

NOTE 3 : In view of long term business relations, trade deposits from dealers are considered as long term liabilities.

NOTE 4 : Segment information, as required under AS-17 "Segment Reporting", has been provided in the consolidated financial statements of the Company and therefore, no separate disclosure on segment information is given in these standalone financial statements.

NOTE 5 : During the year, the Board of Directors of the Company has approved utilization of Business Reconstruction Reserve (BRR) by Rs. 1,643.46 lacs subsequent to the disposal of assets by its step down UK subsidiary

Aforesaid Rs. 1,643.46 lacs utilized against BRR (by credit to the statement of profit and loss under exceptional items) represents diminution, other than temporary in nature, in the carrying value of its investment in one of its overseas subsidiary. This is as per Scheme of Arrangement approved by Hon''ble High Court of Calcutta vide its order dated 26 March 2010 as per which the Company created BRR by revaluation of its certain immovable properties and the said scheme also provided the utilization of credit available in BRR for specific approved purposes as may be deemed necessary and appropriate by Board of Directors of the Company from time to time.

NOTE 6: Previous year figures have been regrouped/recast wherever considered necessary to make them comparable with those of the current year.


Mar 31, 2015

BASIS OF PREPARATION

The financial statements have been prepared to comply with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 (the ''Act''), read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) The financial statements have been prepared on a going concern basis under the historical cost convention on accrual basis, as supplemented by revaluation of certain fixed assets The accounting policies have been consistently applied by HSIL Limited (the ''Company'')

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 balances of assets and liabilities and the disclosure relating to contingent liabilities as at the date of financial statements and reported amounts of income and expenses during the reporting period Although these estimates are based upon management''s best knowledge of current events and actions, actual results could differ from those estimates Any revision to accounting estimates is recognised in the current and future periods

1 Terms and rights attached to equity shares

The Company has issued only one class of equity shares having par value of Rs 2 per share Each holder of equity share is entitled to one vote per share The Company declares and pays dividend in Indian Rupees During the year ended 31 March 2015, the amount of per share dividend is recognised as distribution to equity shareholder as Rs 3 50 per share (previous year Rs 3 per share)

The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after settling of all liabilities The distribution will be in proportion to the number of equity shares held by the shareholders

2 There are no shares issued pursuant to contract without payment being received in cash, allotted as fully paid up by way of bonus issues and bought back during the last 5 years

3 The above figure of subscribed and paid up capital includes application and allotment money received on forfeited shares amounting to Rs 0 04 lacs (previous year Rs 0 04 lacs)

4 Notes:

1) Foreign currency loans (including current maturities) comprises of:

a) The External commercial borrowings (''ECB'') of USD 16 million from Standard Chartered Bank, London, United Kingdom (''UK'') carries an interest @ 6 months LIBOR plus 177 basis points (''bps''), is repayable in 6 yearly installments ranging from USD 0 962 million to USD 4 322 million commencing from September 2010 This ECB is secured by way of hypothecation of first pari passu charge on movable fixed assets (both present and future) pertaining to the glass plants of the Company situated at Sanathnagar and Bhongir in Telangana Further, this is secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties (both present and future) of glass plants of the Company situated at Sanathnagar and Bhongir in Telangana

b) The ECB of USD 17 million from the Hongkong and Shanghai Banking Corporation Bank Plc, London, UK, carries interest @ 6 months LIBOR plus 200 bps is repayable in 30 installments ranging from USD 0 40 million to USD 1 00 million commencing from September 201 1 This ECB is secured by way of hypothecation of first pari passu charge over the Company''s movable fixed assets, plant and machinery, machine spares, tools and accessories (both present and future) pertaining to the glass plants of the Company situated at Sanathnagar and Bhongir in Telangana Further, this is secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties (both present and future) of glass plants of the Company situated at Sanathnagar and Bhongir in Telangana This ECB will be repayable by March 2016

c) The ECB of USD 16 75 million from Citibank N A , London, UK carries an interest @ 6 months LIBOR plus 181 bps, is repayable in 9 half yearly installments ranging from USD 1 250 million to USD 1 938 million commencing from September 2011 This ECB is secured by way of hypothecation of first pari passu charge on moveable fixed assets (both present and future) pertaining to the glass plants of the Company situated at Sanathnagar and Bhongir in Telangana Further, this is secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties (both present and future) of glass plants of the Company situated at Sanathnagar and Bhongir in Telangana

d) The ECB of USD 8 million from Standard Chartered Bank (Mauritius) Limited carries an interest @ 6 months LIBOR plus 225 bps, is repayable in 32 equal installments of USD 0 25 million commencing from September 2012 This ECB is secured by way of hypothecation of first pari passu charge on movable fixed assets including plant and machinery, furniture and fittings, equipments, computer hardware, computer software, machinery spares, tools and accessories (both present and future) pertaining to the glass plants of the Company situated at Sanathnagar and Bhongir in Telangana Further, this is secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties (both present and future) of glass plants of the Company situated at Sanathnagar and Bhongir in Telangana This ECB will be repayable by July 2016

e) The ECB of USD 8 955 million from DBS Bank Limited, Singapore carries an interest @ 3 months LIBOR plus 200 bps, is repayable in 32 installments ranging from USD 0 278 million to USD 0 281 million commencing from October 2012 This is secured by first pari passu charge by way of mortgage of deposit of title deeds of immovable property situated at Sitarampur, Isnapur, PO Medak District, Hyderabad, Telangana This ECB will be repayable by August 2016

f) The ECB of USD 20 million from Standard Chartered Bank, London, UK carries an interest @ LIBOR plus 250 bps, is repayable in 50 installments ranging from USD 0 225 million to USD 0 90 million commencing from March 2014 This ECB is secured by way of hypothecation of first pari passu charge on movable fixed assets including plant and machinery, furniture and fittings, equipments, computer hardware, computer software, machinery spares, tools and accessories (both present and future) pertaining to the glass plants of the Company situated at Sanathnagar and Bhongir in Telangana Further, this is secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties (both present and future) of glass plants of the Company situated at Sanathnagar and Bhongir in Telangana This ECB will be repayable by March 2019

g) The ECB of USD 25 million from DBS Bank Limited, Singapore carries an interest @ 6 months LIBOR plus 260 bps, is repayable in 50 installments ranging from USD 0 32 million to USD 0 72 million commencing from March 2014 This ECB is secured by way of first pari passu hypothecation and floating charge on movable fixed assets including plant and machinery, furniture and fittings, equipments, computer hardware, computer software, machinery spares, tools and accessories (both present and future) pertaining to the glass plants of the Company situated at Sanathnagar and Bhongir in Telangana Further, this is secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties of glass plants of the Company situated at Sanathnagar and Bhongir in Telangana This ECB will be repayable by January 2019

h) The ECB of USD 20 million from the HSBC Bank (Mauritius) Limited carries an interest @ 6 months LIBOR plus 300 bps, is repayable in 35 installments ranging from USD 0 09 million to USD 1 14 million starting from November 2014 This ECB is secured by first pari-passu charge over all present and future movable and immovable fixed assets of Sanitaryware plant situated at Bibinagar, Telangana and faucet plant situated at Kehrani, Rajasthan This ECB will be repayable by April 2018

2) Rupee loans (including current maturities) comprises of:

a) Term loan of Rs 5,000 lacs from DBS Bank Limited carries an interest @ 10 70% per annum and is repayable in 48 quarterly installments ranging from Rs 62 50 lacs to Rs 125 00 lacs commencing from February 2014 The loan is secured by first pari-passu charge on movable and immovable fixed assets situated at the Company''s sanitaryware plant in Parnala and Bahadurgarh, District Jhajjar, Haryana

b) Term loan of Rs 2,900 lacs from Bank of Bahrain & Kuwait carries an interest @ 10 80% per annum and is repayable in 12 quarterly installments ranging from Rs 241 30 lacs to Rs 241 70 lacs commencing from April 2015 The loan is secured by first pari passu charge on vacant freehold land and building situated at Sitarampur, Isnapur, PO Medak District, Hyderabad, Telangana

c) Vehicle loans amounting to Rs 888 04 lacs are secured by way of hypothecation of the asset thus purchased The interest ranges from 9 30% to 13 60% per annum The aforementioned loans are repayable in 36-48 equal monthly instalments and the final instalment is due for repayment in December 2017

3) Deferred payment liabilities is in respect of value added tax and central sales tax liabilities pertaining to the years 1999-2000 to 2012-2013 and are repayable by the end of financial year 31 March 2027 The outstanding amount of deferred sales tax credit is subject to assessment by sales tax authorities

4) Current maturities of long-term borrowing amounting to Rs 20,607 77 lacs (previous year Rs 17,876 36 lacs) are included under the head ''Other current liabilities''

5 Details of security and term of repayment of each type of borrowing:

Buyer''s credit facilities :

Buyer''s credit facilities from HDFC Bank, Citibank and Standard Chartered Bank, carrying interest ranging between 1 00% - 1 40% per annum (p a ) is repayable within 6 months from the date of origination and is secured by hypothecation of all the current assets including stocks and book debts and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant

6 Cash credit facilities :

a) Cash credit facilities from Central Bank of India carrying interest @ 13 25% p a is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts, present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant

b) Cash credit facilities from Canara Bank carrying interest @ 1 1 95% p a is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts, present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant

c) Cash credit facilities from Standard Chartered Bank carrying interest @ 12 00% p a is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts, present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant

d) Cash credit facilities from Citibank N A carrying interest @ 12 50% p a is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts, present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant

e) Cash credit facilities from DBS Bank Limited carrying interest @ 1 1 50% p a is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts, present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant

f) Cash credit facilities from Andhra Bank carrying interest @ 12 00% p a is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts, present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant

g) Cash credit facilities from Hongkong and Shanghai Banking Corporation Limited carrying interest @ 10 70% p a is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts, present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant

h) Cash credit facilities from State Bank of India carrying interest @ 1 1 25% p a is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts, present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant

i) Cash credit facilities from HDFC Bank Limited carrying interest @ 10 75% p a is repayable on demand and is secured by hypothecation of all current assets including stocks and book debts, present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant

j) Packing credit in foreign currency facilities from DBS Bank and Citibank, carrying interest ranging between 1 07% - 1 41% p a is repayable within 6 months from the date of origination and is secured by hypothecation of all current assets including stocks and book debts, present and future, and further secured by second pari-passu charge on all the fixed assets (both present and future) of the Company situated at Bahadurgarh plant, Bibinagar plant, Sanathnagar plant and Bhongir plant

7 Unsecured short term borrowings

Buyer''s credit facilities :

Buyer''s credit facilities from IDBI Bank Ltd carrying interest ranging between 0 72% - 1 30% p a is repayable within 6 months from the date of origination

Short term loans:

Short term loan from Societe General Bank amounting to Rs 1,500 lacs carrying interest @ 9 70% p a is repayable by 9 April 2015

Commercial paper :

Commercial paper from HDFC Trustee Company Limited Rs 9,000 lacs (previous year nil) carrying discount rate of 9 20% p a is payable on 26 May 2015

8 CONTINGENT LIABILITIES

(Rs in lacs)

Year ended Year ended Particulars 31 March 2015 31 March 2014

1) Contingent liabilities not provided for in respect of:

a) Demands raised by the excise 379 72 364 21 authorities against which appeals have been filed

b) Demands made by the sales tax 261 32 295 85 authorities against which appeals have been filed

c) Demands raised by the income-tax 3 84 62 65 authorities against which appeals have been filed

d) Duty availed on imports against 2,666 36 2,818 42 Export Promotion Capital Goods licenses

e) Bank guarantees outstanding 1,176 39 3,057 76

f) Loan outstanding of Rs 3,456 84 lacs (previous year Rs 3,455 35 lacs) against corporate guarantees (as given for Barwood Products Limited and Hindware Home Retail Private Limited) of Rs 9,177 18 lacs (previous year Rs 8,234 83 lacs)

g) Claims against the Company not 2,582 34 2,043 44 acknowledged as debts

2) Unfulfilled export obligation 21,227 04 22,547 37 under Export Promotion Capital Goods license of Export Import Policy

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro, small and medium enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED) Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2015 has been made in the financials statements based on information received and available with the Company Further, no interest during the year has been paid or payable under the terms of the MSMED Act, 2006 and there are no payments made to micro and small suppliers beyond the appointed day during the year ended 31 March 2015 and 31 March 2014

9 IN ACCORDANCE WITH THE REQUIRED ACCOUNTING STANDARD (AS-18) ON RELATED PARTY DISCLOSURES WHERE CONTROL EXIST AND WHERE TRANSACTIONS HAVE TAKEN PLACE AND DESCRIPTION OF THE RELATIONSHIP AS IDENTIFIED AND CERTIFIED BY THE MANAGEMENT ARE AS FOLLOWS:

a) List of related parties

Relationship Name of related party

Key management personnel (KMP) Rajendra K Somany

Sandip Somany Sumita Somany

Subsidiaries Hindware Home Retail Private Limited

HSIL Associates Limited

Halis International Limited, Mauritius

Alchemy International Cooperatief U A (subsidiary of Halis International Limited)

Haas International B V (subsidiary of Alchemy International Cooperatief U A )

Barwood Products Limited (subsidiary of Haas International B V )

Entities where significant Textool Mercantile Private Limited influence is exercised by KMP and/or Paco Exports Limited their relatives having transactions with the company New Delhi Industrial Promotors and Investors Limited

Soma Investments Limited

10 SCHEME OF AMALGAMATION

a) The Board of Directors of the Company on 25 September 2012 approved the Scheme of Amalgamation (the ''Scheme'') between Garden Polymer Private Limited (''transferor Company'') and HSIL Limited (''transferee Company'') The Scheme has been approved by the Hon''ble High Court of Calcutta on 13 March 2014 and made effective upon filing of the approved scheme with the Registrar of Companies, West Bengal with an appointed date of 1 April 2012

b) Accordingly, all the properties, assets, rights, powers, liabilities and duties of the Transferor Company vested in the Transferee Company as a going concern from the appointed date and the Transferor Company stands dissolved without being wound up

c) Pursuant to the scheme coming into effect, the authorised share capital of the Transferor Company has been combined with the Company and resultantly there is an increase in authorised share capital by Rs 225 00 lacs

d) As per the scheme of amalgamation:

* the amalgamation of the Transferor Company were accounted for in the books of the Transferee Company by adoption of ''Purchase Method'' method in accordance with the notified Accounting Standard 14 : Accounting for amalgamations

* with effect from the appointed date, the Transferee Company have recorded all the identificable assets and liabilities of the Transferor Company at their respective fair values

* in case of any differences arising in accounting polices between the Transferor Company and Transferee Company, the impact of the same has been adjusted in the Statement of Profit and Loss of the Transferee Company

* the difference between the investment made by the Transferee Company in the Transferor Company and the net assets acquired of the Transferor Company has been shown under Goodwill

11 In view of long term business relations, trade deposits from dealers are considered as long term liabilities

12 Segment information, as required under AS-17 "Segment Reporting", has been provided in the consolidated financial statements of the Company and therefore, no separate disclosure on segment information is given in these standalone financial statements

13 Lease payments under cancelable operating leases amounting to Rs 737 97 lacs (previous year Rs 711 61 lacs) for the year has been charged to the statement of profit and loss as rentals

14 Previous year figures have been regrouped/recast wherever considered necessary to make them comparable with those of the current year


Mar 31, 2014

1.(a) Terms and rights attached to equity shares

The Company has issued only one class of equity shares having par value of Rs. 2 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. During the year ended 31 March 2014, the amount of per share dividend is recognised as distribution to equity shareholder as Rs. 3 per share (previous year Rs. 3 per share).

The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after setting of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.

(b) There are no shares issued pursuant to contract without payment being received in cash, allotted as fully paid up by way of bonus issues and bought back during the last 5 years.

(c) The above figure of subscribed and paid up capital includes application and allotment money received on forfeited shares amounting to Rs. 0.04 lacs (previous year Rs. 0.04 lacs).

Notes:

2. Foreign currency loans (including current maturities) comprises of:

a) The External commercial borrowings (''ECB'') of USD 17 million from the Hongkong and Shanghai Banking Corporation Bank Plc, London, United Kingdom, carries interest @ 6 months LIBOR plus 200 bps, is repayable in 30 installments ranging from USD 0.40 million to USD 1.00 million commencing from September 2011. These ECBs are secured by way of hypothecation of the whole of fixed assets including movable plant and machinery, machine spares, tools and accessories (both present and future) pertaining to the glass divisions of the Company located at Sanathnagar and Bhongir. They are further secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties of glass divisions of the Company situated at Sanathnagar and Bhongir in Andhra Pradesh.

b) The ECB of USD 16.75 million from Citibank N.A., London, United Kingdom carries an interest @ 6 months LIBOR plus 181 bps, is repayable in 10 installments ranging from USD 0.299 million to USD 0.925 million commencing from September 2011. These ECBs are secured by way of hypothecation of the whole of fixed assets including movable plant and machinery, machine spares, tools and accessories (both present and future) pertaining to the glass divisions of the Company located at Sanathnagar and Bhongir. They are further secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties of glass divisions of the Company situated at Sanathnagar and Bhongir in Andhra Pradesh.

c) The ECB of USD 16 million from Standard Chartered Bank, London, UK carries an interest @ 6 months LIBOR plus 177 bps, is repayable in 6 installments ranging from USD 0.12 million to USD 1.079 million commencing from September 2010. These ECBs are secured by way of hypothecation of the whole of fixed assets including movable plant and machinery, machine spares, tools and accessories (both present and future) pertaining to the glass divisions of the Company located at Sanathnagar and Bhongir. They are further secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties of glass divisions of the Company situated at Sanathnagar and Bhongir in Andhra Pradesh.

d) The ECB of USD 8 million from Standard Chartered Bank (Mauritius) Limited carries and interest @ 6 months LIBOR plus 225 bps, is repayable in 32 equal installments of USD 0.25 million commencing from September 2012. These ECBs are secured by way of hypothecation of the whole of fixed assets including movable plant and machinery, furniture and fittings, equipments, computer hardware, computer software, machinery spares, tools and accessories (both present and future) pertaining to the glass divisions of the Company located at Sanathnagar and Bhongir. They are further secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties of glass divisions of the Company situated at Sanathnagar and Bhongir in Andhra Pradesh.

e) The ECB of USD 20 million from Standard Chartered Bank, London, United Kingdom carries an interest @ LIBOR plus 250 bps, is repayable in 50 installments ranging from USD 0.225 million to USD 0.90 million commencing from March 2014. These ECB are secured by way of hypothecation of the whole of fixed assets including movable plant and machinery, furniture and fittings, equipments, computer hardware, computer software, machinery spares, tools and accessories (both present and future) pertaining to the glass divisions of the Company located at Sanathnagar and Bhongir. They are further secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties of glass divisions of the Company situated at Sanathnagar and Bhongir in Andhra Pradesh.

f) The ECB of USD 25 million from DBS Bank Limited, Singapore carries an interest @ 6 months LIBOR plus 260 bps, is repayable in 50 installments ranging from USD 0.32 million to USD 0.72 million commencing from March 2014. These ECBs are secured by way of hypothecation of the whole of fixed assets including movable plant and machinery, furniture and fittings, equipments, computer hardware, computer software, machinery spares, tools and accessories (both present and future) pertaining to the glass divisions of the Company located at Sanathnagar and Bhongir. They are further secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties of glass divisions of the Company situated at Sanathnagar and Bhongir in Andhra Pradesh.

g) The ECB of USD 8.955 million from DBS Bank Limited, Singapore carries an interest @ 3 months LIBOR plus 200 bps, is repayable in 32 equal installments of USD 0.281 million commencing from October 2012, They are secured by exclusive charge by way of mortgage of deposit of title deeds of vacant freehold land situated at Sitarampur, Isnapur, PO Medak District, Hyderabad, Andhra Pradesh.

h) The ECB of USD 20 million from the Hongkong and Shanghai Banking Corporation Bank Limited (Mauritius) carries an interest @ 6 months LIBOR plus 300 bps, is repayable in 35 installments ranging from USD 0.57 million to USD 1.14 million starting from November 2014. They are secured by first pari-passu charge over all present and future movable and immovable fixed assets of Sanitaryware plant located at Bahadurgarh, District Jhajjar, Haryana.

3) Rupee loans (including current maturities) comprises of:

a) Term loan of Rs. 4,000 lacs from DBS Bank Limited carries an interest @ 10.25% per annum and is repayable in 16 equal quarterly installments of Rs. 250 lacs commencing from March 2011. The loan is secured by first pari-passu charge by way of mortgage of deposit of title deeds of the Company pertaining to vacant freehold industrial land situated at Sitarampur, Isnapur, PO Medak District, near Hyderabad, Andhra Pradesh.

b) Term loan of Rs. 5,000 lacs from DBS Bank Limited carries and interest @ 10.70% per annum and is repayable in 48 quarterly installments ranging from Rs. 62.50 lacs to Rs. 125.00 lacs commencing from February 2014. The loan is secured by first pari-passu charge on immovable and movable fixed assets located at the company''s sanitaryware plant in Bahadurgarh, District Jhajjar, Haryana.

c) Term loan of Rs. 3,800 lacs from GE Money Financial Services Private Limited carries an interest rate at effective State Bank of India base rate plus 160 bps per annum and is repayable in 13 quarterly installments of Rs. 292 lacs commencing from January 2015. The loan is secured by exclusive charge on immovable property located at 301- 302, Park Centra, Sector-30, Village Silokhera, Gurgaon, Haryana.

d) Car finance loans from ICICI bank of Rs. 320 lacs, carries an interest @ 9.30% per annum and is repayable in 48 equal monthly installments of Rs. 8.01 lac commencing from November 2013 and is secured by hypothecation of vehicles finance out of the proceed of such loan.

4) Deferred payment liabilities is in respect of value added tax and central sales tax liabilities pertaining to the years 1999-2000 to 2012-2013 and is repayable by the end of financial year 31 March 2027. In case of default in payment of the outstanding balance, the Company is required to pay interest at 21.5% per annum (compound interest) calculated from the due date for payment of such balance. The outstanding amount of deferred sales tax credit is subject to assessment by sales tax authorities.

5) Current maturities of long term borrowings amounting to Rs. 17,876.36 lacs (previous year Rs. 9,543.23 lacs) are included under the head ''other current liabilities''.

Details of security and term of repayment of each type of borrowing:

Buyer''s credit facilities :

a) Buyer''s credit facilities from DBS Bank Limited Singapore, Standard Chartered Bank, Mauritius, Andhra Bank, the Hongkong and Shanghai Banking Corporation Limited, Mauritius, Bank of Baroda, Sydney and Punjab National Bank, Dubai carries rate of interest ranging between 0.78% - 2.09% per annum is repayable within 6 months from the date of availment and is secured by hypothecation of stocks and book debts and further secured by second pari- passu charge on all the fixed assets of the Company situated at Bahadurgarh, Bibinagar, Sanathnagar and Bhongir.

Cash credit facilities :

a) Cash credit facilities from Central Bank of India carries an interest of 13.25% per annum, is repayable on demand and is secured by hypothecation of stocks and book debts and further secured by second pari- passu charge on all the fixed assets of the Company situated at Bahadurgarh, Bibinagar, Sanathnagar and Bhongir.

b) Cash credit facilities from Canara Bank carries an interest @ 11.95% per annum, is repayable on demand and is secured by hypothecation of stocks and book debts and further secured by second pari- passu charge on all the fixed assets of the Company situated at Bahadurgarh, Bibinagar, Sanathnagar and Bhongir.

c) Cash credit facility from Standard Chartered Bank carries an interest of @ 12.50% per annum, is repayable on demand and is secured by hypothecation of stocks and book debts and further secured by second pari- passu charge on all the fixed assets of the Company situated at Bahadurgarh, Bibinagar, Sanathnagar and Bhongir.

d) Cash credit facility from Citibank N.A. carries an interest @ 12.50% per annum, is repayable on demand and is secured by hypothecation of stocks and book debts and further secured by second pari- passu charge on all the fixed assets of the Company situated at Bahadurgarh, Bibinagar, Sanathnagar and Bhongir.

e) Cash credit facility from DBS Bank Limited carries an interest @ 11.50% per annum, is repayable on demand and is secured by hypothecation of stocks and book debts and further secured by second pari- passu charge on all the fixed assets of the Company situated at Bahadurgarh, Bibinagar, Sanathnagar and Bhongir.

f) Cash credit facility from Andhra Bank carries an interest @ 12.00% per annum, is repayable on demand and is secured by hypothecation of stocks and book debts and further secured by second pari- passu charge on all the fixed assets of the Company situated at Bahadurgarh, Bibinagar, Sanathnagar and Bhongir.

g) Cash credit facility from the Hongkong and Shanghai Banking Corporation Limited carries an interest @ 11.00% per annum, is repayable on demand and is secured by hypothecation of stocks and book debts and further secured by second pari-passu charge on all the fixed assets of the Company situated at Bahadurgarh, Bibinagar, Sanathnagar and Bhongir.

h) Cash credit facility from the State Bank of India carries an interest @ 10.90% per annum, is repayable on demand and is secured by hypothecation of stocks and book debts and further secured by second pari- passu charge on all the fixed assets of the Company situated at Bahadurgarh, Bibinagar, Sanathnagar and Bhongir.

Short term loans :

a) Short term secured loan from DBS Bank Limited amounting to Rs. 3,500 lacs carries an interest of 10.35% per annum and is repayable by 27 July 2014.

b) Short term secured loan from Central Bank of India amounting to Rs. 4,500 lacs carries an interest of 10.25% per annum and is repayable by 30 April 2014.

Terms of repayment of each type of unsecured short- term borrowing:

Buyer''s credit facilities :

a) Buyer''s credit facilities from Punjab National Bank, Dubai and Bank of Baroda, Sydney carries an interest ranging between 0.78% - 0.89% per annum and are repayable within 6 months from the origination.

Short term loans :

a) Short term loan from HDFC Bank

i) amounting to Rs. 1,000 lacs carries an interest rate of 10.15% per annum is repayable by 6 April 2014.

ii) amounting to Rs. 2,000 lacs carries an interest rate of 10.15% per annum is repayable by 15 April 2014.

iii) amounting to Rs. 1,000 lacs carries an interest rate of 10.15% per annum is repayable by 24 April 2014.

iv) amounting to Rs. 1,000 lacs carries an interest rate of 10.30% per annum is repayable by 14 May 2014.

v) amounting to Rs. 1,000 lacs carries an interest rate of 10.30% per annum is repayable by 18 May 2014.

vi) amounting to Rs. 1,000 lacs carries an interest rate of 10.30% per annum is repayable by 23 May 2014.

b) Short term loan from Bank of Nova Scotia amounting to Rs. 1,700 lacs carries an interest rate of 10.50% per annum and is repayable by 15 April 2014.

Note 6 : Contingent liabilities

Rs. in lacs Particulars Year ended Year ended 31 March 2014 31 March 2013

1) Contingent liabilities not provided for in respect of:

a) Demands raised by the excise authorities against which appeals have 364.21 306.22 been filed

b) Demands made by the sales tax authorities against which appeals 295.85 148.04 have been filed

c) Demands raised by the income tax authorities against which appeals 62.65 283.60 have been filed

d) Duty availed on imports against Export Promotion Capital Goods 2,818.42 2,982.85 licenses

e) Bank guarantees outstanding 3,057.76 2,524.75 f) Loan outstanding of Rs. 3,455.35 lacs (previous year Rs. 3,488.23 lacs) against corporate guarantees (as given to Barwood Products Limited and Hindware Home Retail Private Limited) of Rs. 8,234.83 lacs (previous year Rs. 7,212.10 lacs)

g) Claims against the Company not acknowledged as debts 2,043.44 2,119.60

2) Unfulfilled export obligation under Export Promotion Capital Goods 22,547.37 23,862.82 license of Export Import Policy

* included in contribution to provident and other funds (refer note 28)

** in terms of the guidance on implementing the revised AS 15, of the Companies (Accounting Standards) Rules, 2006, the provident fund set up by the Company is treated as a defined benefit plan since the Company has to meet the interest shortfall, if any. However, as at the year-end the Company is having no interest shortfall, which is unprovided.

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro, small and medium enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2014 has been made in the financials statements based on information received and available with the Company. Further, no interest during the year has been paid or payable under the terms of the MSMED Act, 2006.

Note 7 : In accordance with the required Accounting Standard (AS-18) on related party disclosures where control exist and where transactions have taken place and description of the relationship as identified and certified by the management are as follows:

Note 8 : Scheme of Amalgamation

a) The Board of Directors of the Company on 25 September 2012 approved the Scheme of Amalgamation (the ''Scheme'') between Garden Polymer Private Limited (''transferor Company'') and HSIL Limited (''transferee Company''). The Scheme has been approved by the Hon''ble High Court of Calcutta on 13 March 2014 and made effective upon filing of the approved scheme with the Registrar of Companies, West Bengal with an appointed date of 1 April 2012.

b) Accordingly, all the properties, assets, rights, powers, liabilities and duties of the Transferor Company vested in the Transferee Company as a going concern from the appointed date and the Transferor Company stands dissolved without being wound up.

c) Pursuant to the scheme coming into effect, the authorised share capital of the transferor company has been combined with the Company and resultantly there is an increase in authorised share capital by Rs. 225.00 lacs.

d) As per the scheme of amalgamation:

the amalgamation of the Transferor Company were accounted for in the books of the Transferee Company by adoption of ''Purchase Method'' method in accordance with the notified Accounting Standard 14 : Accounting for amalgamations.

with effect from the appointed date, the Transferee Company have recorded all the identifiable assets and liabilities of the Transferor Company at their respective fair values.

in case of any differences arising in accounting polices between the Transferor Company and Transferee Company, the impact of the same has been adjusted in the Statement of Profit and Loss of the Transferee Company.

the difference between the investment made by the Transferee Company in the Transferor Company and the net assets acquired of the Transferor Company has been shown under Goodwill.

Note 9 : Exceptional items

During the previous year the Company has divested its entire investment held in equity shares of AGI Glasspack Limited, a wholly owned subsidiary of the Company at a total consideration of Rs. 4,195.27 lacs. Consequent to divestment, AGI Glasspack Limited has ceased to be a subsidiary of the Company w.e.f. 25 March 2013. Profit (before applicable taxes) on disposal of such non-current investment amounting to Rs. 2,366.30 lacs is classified under the head ''exceptional items'' in the financial statements.

Note 10

In view of long term business relations, trade deposits from dealers are considered as long term liabilities.

Note 11

Segment information, as required under AS-17 "Segment Reporting", has been provided in the consolidated financial statements of the Company and therefore no separate disclosure on segment information is given in these standalone financial statements.

Note 12

Lease payments under cancelable operating leases amounting to Rs. 711.61 lacs (previous year Rs. 662.48 lacs) are recognised as an expense in the statement of profit and loss as rentals.

Note 13

Under the Income Tax Act, 1961 for, domestic Transfer Pricing transaction introduced with effect from April 1 2012, the Company is required to use specified methods for computing arm''s length price in relation to domestic transactions with its associated enterprises. Further, Company is required to maintain prescribed information and documents in relating 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 conducting a transfer pricing study for the current financial year. Based on the preliminary study for the current year and completed study for the financial year ended March 31, 2013, the management is of the view that the same would not have a material impact on the tax expenses provided for in these financial statements. Accordingly, these financial statements do not include any adjustments for the transfer pricing implications, if any.

Note 14

Previous year figures have been regrouped/recast whereever considered necessary to make them comparable with those of the current year. The current year figures take into consideration the merger of transferor company with the Company as detailed in note 44 above and as such are note comparable to the previous year''s figures.


Mar 31, 2013

Note 1 Basis of preparation

The financial statements are prepared on accrual basis under the historical cost convention, as supplemented by revaluation of certain fixed assets, in accordance with the generally accepted accounting principles in India and to comply with the Accounting Standards referred to in Companies (Accounting Standards) Rules, 2006 issued by the Central Government in exercise of the power conferred under sub-section (I)(a) of section 642 and the relevant provisions of the Companies Act, 1956 (the ‘Act'') , except as specifically stated in note 48 and also the Scheme of Arrangement as approved by the Hon''ble High Court of Calcutta. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

Note 2 The Company vide ‘Share Purchase Agreement'' dated 26 May 2011 acquired 18,500 equity shares representing the entire paid up capital of Garden Polymers Private Limited ("Garden Polymers") located in India for a total consideration of Rs. 8,686.97 lacs (including transaction costs). Details of the assets and liabilities as of the date of investment are as below:

Note 3 Exceptional items

The Company has divested its entire investment held in equity shares of AGI Glasspack Limited, a wholly owned subsidiary of the Company at a total consideration of Rs. 4,195.27 lacs. Consequent to divestment, AGI Glasspack Limited has ceased to be a subsidiary of the Company w.e.f. 25 March 2013. Profit (before applicable taxes) on disposal of such non-current investment amounting to Rs. 2,366.30 lacs is classified under the head ‘exceptional items'' in the financial statements.

Note 4 In the opinion of the board of directors, current assets, loans and advances have a value on realisation in its ordinary course of the business at least equal to the amounts at which they are stated and provision for all known liabilities have been made.

Note 6 Segment information, as required under AS-17 "Segment Reporting", has been provided in the consolidated financial statements of the Company and therefore no separate disclosure on segment information is given in these standalone financial statements.

Note 7 Lease payments under cancelable operating leases amounting to Rs. 662.48 lacs (previous year Rs. 535.42 lacs) are recognised as an expense in the statement of profit and loss as rentals.

Note 8 Prior period item comprise of income tax adjustments of Rs. Nil (previous year Rs. 19.75 lacs)

Note 9 The Hon''ble Calcutta High Court vide its order dated 26 March 2010 approved a scheme of arrangement between the Company and its shareholders ("the Scheme"). The Scheme provides that with efect from 1 April 2009, the Appointed Date, all or such of the immovable properties in the form of land and buildings, as the Company considers relevant and appropriate, will be reinstated at their respective fair values as determined by recognised valuers. Consequently, any adjustments (debit / credit) on account of such revaluation would be reflected in Business Reconstruction Reserve Account ("BRR") of the Company.

The Scheme provides that in addition to the aforementioned revaluation, any or all of the immovable properties in the form of land and uildings, as the Company considers relevant and appropriate up to 31 March 2012, may further be reinstated at their respective fair values as determined by recognised valuers with the consequent adjustments (debit / credit) on account of such revaluation being reflected in the Business Reconstruction Reserve Account of the Company.

The Scheme further provides that the aggregate amount under the BRR created by way of revaluation of land and buildings would be utilised, to the extent considered necessary and appropriate by the Board of Directors of the Company from time to time, to adjust certain expenses as mentioned in the Scheme until the balance is available in the BRR account.

In terms of the Scheme, during the year ended 31 March 2012, the Company revalued one of its freehold land at Sanathnagar and Isnapur, Andhra Pradesh by crediting Rs. 22,500 lacs to the BRR. As per undertaking provided by the Company to the stock exchange, the amount already transferred to the General Reserve from the BRR shall not be utilised for either payment of dividends or issue of bonus shares in accordance with the provisions of the Companies Act, 1956.

General reserve includes Rs. 10,000 lacs transferred from BRR which cannot be used for issue of bonus shares and payment of dividend.

Note 10 The Board of Directors of the Company in their meeting held on 25 September 2012 approved the Scheme of Amalgamation (‘Scheme'') involving merger of Garden Polymers Private Limited (a wholly owned subsidiary) with the Company, with appointed date as 1 April 2012 subject to further necessary approvals. Upon approval to the said scheme by shareholders of both the Company''s at their respective meetings held on 1 March 2013 in terms of an order dated 22 January 2013 of Hon''ble High Court of Calcutta, a petition has been filed by the Company before the said High Court for final approval. The standalone financial statements of the Company do not include any impact of the said scheme.

Note 11 Previous year figures have been re-grouped / recast, wherever necessary to confirm the current year classification.


Mar 31, 2012

NOTE 1 BASIS OF PREPARATION

The financial statements are prepared on accrual basis under the historical cost convention, as supplemented by revaluation of certain fixed assets, in accordance with the generally accepted accounting principles in india and to comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 including the Rules framed there under, except as specifically stated in note 49 and also the Scheme of Arrangement as approved by the Hon'ble High Court of Calcutta. the accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

(a) Terms and rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 2 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. During the year ended 31 March 2012, the amount of per share dividend is recognised as distribution to equity shareholder was Rs. 3 per share (previous year Rs. 2.50 per share)

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) The above figure of subscribed and paid up capital includes application and allotment money received on forfeited shares amounting to Rs. 0.04 lacs (originally amount paid up: Rs. 0.04 lacs).

(d) On 06 October 2010, the Company allotted 1,10,20,887 equity shares of Rs. 2 each at a price of Rs. 136.10 aggregating to Rs. 14,999.43 lacs to Qualified institutional Buyers (QiBs) under a qualified institutional placement offer. The abovementioned shares have been listed on both BSE and NSE and trading permission were received on 08 October 2010. Detail of utilisation of funds so raised is as follows:-

* Central subsidy reserve was created for subsidy received from Government to install diesel generator sets ** Refer note 49

There was no movement in capital reserve, capital redemption reserve and central subsidy reserve during the year.

Notes:-

1. Foreign currency loans comprises of :

a) External commercial borrowings (ECB) of USD 17 million from The Honkong and Shanghai Banking Corporation Limited carrying interest @ 6 months LIBOR 200 bps, is repayable in 30 installments ranging from USD 0.40 million to USD 1.00 million starting from September 2011 and are secured by way of hypothecation of the whole of fixed assets including movable plant and machinery, machine spares, tools and accessories (both present and future) pertaining to the glass divisions of Company located at Sanathnagar and Bhongir and further secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties of glass divisions of the Company situated at Sanathnagar and Bhongir in Andhra Pradesh.

b) External commercial borrowings (ECB) of USD 16.75 million from Citibank N.A. carrying interest @ 6 months LIBOR 181 bps, is repayable in 10 installments ranging from USD 0. 299 million to USD 0.925 million starting from September 2011 and are secured by way of hypothecation of the whole of fixed assets including movable plant and machinery, machine spares, tools and accessories (both present and future) pertaining to the glass divisions of Company located at Sanathnagar and Bhongir and further secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties of glass divisions of the Company situated at Sanathnagar and Bhongir in Andhra Pradesh.

c) External commercial borrowings (ECB) of USD 16 million from Standard Chartered Bank carrying interest @ 6 months LIBOR 177 bps, is repayable in 36 installments ranging from USD 0.12 million to USD 1.079 million starting from September 2010 and are secured by way of hypothecation of the whole of fixed assets including movable plant and machinery, machine spares, tools and accessories (both present and future) pertaining to the glass divisions of Company located at Sanathnagar and Bhongir and further secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties of glass divisions of the Company situated at Sanathnagar and Bhongir in Andhra Pradesh.

d) External commercial borrowings (ECB) of USD 8 million from Standard Chartered Bank carrying interest @ 6 months LIBOR 225bps, is repayable in 40 equal installments of USD 0.25 million starting from September 2012 and are secured by way of hypothecation of the whole of fixed assets including movable plant and machinery, furniture and fittings, equipments, computerhardware, computer software, machinery spares, tools and accessories (both present and future) pertaining to the glass divisions of Company located at Sanathnagar and Bhongir and further secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties of glass divisions of the Company situated at Sanathnagar and Bhongir in Andhra Pradesh.

e) External commercial borrowings (ECB) of USD 20 million from Standard Chartered Bank carrying interest @ 6 months LiBOR 300 bps, is repayable in 50 installments ranging from USD 0.225 million to USD 0.90 million starting from March 2014 and are secured by way of hypothecation of the whole of fixed assets including movable plant and machinery, furniture and fittings, equipments, computerhardware, computer software, machinery spares, tools and accessories (both present and future) pertaining to the glass divisions of Company located at Sanathnagar and Bhongir and further secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties of glass divisions of the Company situated at Sanathnagar and Bhongir in Andhra Pradesh.

f) External commercial borrowings (ECB) of USD 25 million from DBS carrying interest @ 6 months LiBOR 260 bps, is repayable in 50 installments ranging from USD 0.32 million to USD 0.72 million starting from March 2014 and are secured by way of hypothecation of the whole of fixed assets including movable plant and machinery, furniture and fittings, equipments, computerhardware, computer software, machinery spares, tools and accessories (both present and future) pertaining to the glass divisions of Company located at Sanathnagar and Bhongir and further secured by first pari-passu charge by way of mortgage of deposit of title deeds of immovable properties of glass divisions of the Company situated at Sanathnagar and Bhongir in Andhra Pradesh.

g) External commercial borrowings (ECB) of USD 8.955 million from DBS Bank Limited carrying interest @ 3 months LiBOR 200 bps, is repayable in 32 equal installments of USD 0.281 million starting from October 2012 and are secured by exclusive charge by way of mortgage of deposit of title deeds of the Company pertaining to vacant freehold land situated at Sitarampur, isnapur, PO Medak District, near Hyderabad, Andhra Pradesh.

2) Rupee loans comprise of :

a) DBS Bank Ltd : term loan of Rs. 4,000 lacs, carrying interest @ 11.26% p.a., is repayable in 16 equal quarterly installments of Rs. 250 lacs starting from March 2011 and is secured by first pari-passu charge by way of mortgage of deposit of title deeds of the Company pertaining to vacant freehold land situated at Sitarampur, isnapur, PO Medak District, near Hyderabad, Andhra Pradesh.

3) Car finance loans from iCiCi bank of Rs. 24.44 lacs, carrying interest @ 9.8% p.a., is repayable in 36 monthly installments of Rs. 0.68 lacs starting from April 2011 and is secured by hypothecation of vehicles finance out of proceeds of such loans.

4) Car finance loans from iCiCi bank of Rs. 94.06 lacs, carrying interest @ 9.25% p.a., is repayable in 36 monthly installments of Rs. 2.17 lacs starting from January 2011 and is secured by hypothecation of vehicles finance out of proceeds of such loans.

5) Deferred payment liabilities is in respect of value added tax and central sales tax liabilities pertaining to the year 1999-2000 to 201 1-2012, is repayable by the end of financial year 31 March 2026 is secured against the moveable and immoveable properties of the Company. However, the charge is not yet been registered with the Registrar of Companies, West Bengal. Also, the amount of deferred sales tax credit is subject to assessment by sales tax authorities.

6) Current maturities of long-term borrowing amounting to Rs. 7,197.57 lacs (previous year Rs. 5,030.41 lacs) are included under the head 'Other current liabilities'.

Note:

a) Buyer's credit facilities from Citibank N.A., Standard Chartered Bank, Andhra Bank and The Hongkong and Shanghai Banking Corporation carrying rate of interest ranging between 2.50% - 3.52% p.a. are repayable within 6 months from the origination and is secured by hypothecation of stocks and book debts and further secured by second pari-passu charge on all the fixed assets of the Company situated at Bahadurgarh, Bibinagar, Sanathnagar and Bhongir.

b) Cash credit facilities from Central Bank of india, Canara Bank and Standard Chartered Bank carrying rate of interest 13.75% p.a. which is repayable on demand and is secured by hypothecation of stocks and book debts and further secured by second pari- passu charge on all the fixed assets of the Company situated at Bahadurgarh, Bibinagar, Sanathnagar and Bhongir.

c) Cash credit facilities from Citibank N.A. carrying rate of interest 14.00% p.a.which is repayable on demand and is secured by hypothecation of stocks and book debts and further secured by second pari-passu charge on all the fixed assets of the Company situated at Bahadurgarh, Bibinagar, Sanathnagar and Bhongir.

d) Cash credit facilities from The Hongkong and Shangai Banking Corporation Limited carrying rate of interest 12.50% p.a. which is repayable on demand and is secured by hypothecation of stocks and book debts and further secured by second pari- passu charge on all the fixed assets of the Company situated at Bahadurgarh, Bibinagar, Sanathnagar and Bhongir.

e) Short term unsecured commercial paper outstanding as at the year end Rs. 16,000 lacs (previous year Rs. Nil) is issued against earmarking of working capital limit with banks and is repayable during the year ended 31 March 2013.

f) Short term unsecured loan from The Bank of Nova Scotia amounting to Rs. 500 lacs carrying interest rate of 11.75% p.a. and is repayable on 09 April 2012.

g) Buyer's credit unsecured facilities from iDBi Bank carrying rate of interest ranging between 1.93% - 3.94% p.a. are repayable within 6 months from the origination.

a) The borrowing cost capitalised during the year ended 31 March 2012 is Rs. 29.18 lac (previous year Rs. Nil).

b) The premium and foreign exchange loss amounting to Rs. 2,427.01 lacs has been capitalised during the year ended 31 March 2012 ( previous year foreign exchange gain Rs. 1,377.58 lacs).

c) Pursuant to the Scheme ('BRR'), the Company has revalued its freehold land by crediting Rs. 22,500.00 lacs to the Business Reconstruction Reserve during the year ended 31 March 2012. (Refer note 49)

Rs. in lacs

Particulars As at As at 31 March 2012 31 March 2011

NOTE 2 CONTINGENT LIABILITIES AND COMMITMENTS

1) Contingent liabilities not provided for in respect of:

a) Demands raised by the excise authorities against which appeals have 302.89 302.89 been filed

b) Demands raised by the income tax authorities against which appeals - 5.71 have been filed

c) Demands made by the sales tax authorities against which appeals have 244.59 219.91 been filed

d) Duty availed on imports against EPCG licenses 3,098.05 2,569.82

e) Bank guarantees outstanding 3,100.96 2,815.25

f) Claims against the Company not acknowledged as debts 2,029.54 2,001.30

2) Unfulfilled export obligation under EPCG license of EXIM Policy 24,784.42 20,558.57

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDA). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2012 has been made in the financials statements based on information received and available with the Company. Further, no interest during the year has been paid or payable under the terms of the MSMED Act, 2006.

* included in contribution to provident and other funds (refer note 28)

** The Fund does not have any existing deficit or interest shortfall. in regard to any future obligation arising due to interest shortfall, pending the issuance of the Guidance Note from the Actuarial Society of india, the measurement of actuarial valuation liability towards Provident Fund is not feasible. Accordingly, other related disclosures in respect of provident fund have not been furnished.

The Company made annual contribution to the Birla Sun Life insurance Company Limited ('BSL') of an amount advised by the BSL. the Company was not informed by BSL of the investment made or the break down of plan assets by investment type, accordingly related disclosures are not included in these financial statements.

NOTE 3

The Company vide 'Share Purchase Agreement' dated 26 May 2011 acquired 18,500 equity shares representing the entire paid up capital of Garden Polymers Private Limited ("Garden Polymers") located in india for a total consideration of Rs. 8,686.97 lacs (including transaction costs). Details of the assets and liabilities as of the date of investment are as below:

NOTE 4

In May 2011, the Company noted misappropriation of cheque book, resulting in fraudulent withdrawal of funds aggregating to approx. Rs. 127 lacs at its building products manufacturing unit in Hyderabad. The Company subsequently recovered approx Rs. 31 lacs, the remaining amount of Rs. 96 lacs is being provided as doubtful advance by the Company.

NOTE 5

In the opinion of the board of directors, current assets, loans and advances have a value on realisation in its ordinary course of the business at least equal to the amounts at which they are stated and provision for all known liabilities have been made.

NOTE 6

Segment information, as required under AS-17 "Segment Reporting", has been provided in the consolidated financial statements of the Company and therefore no separate disclosure on segment information is given in these standalone financial statements.

NOTE 7

Lease payments under cancelable operating leases are recognised as an expense in the statement of profit and loss as rentals.

NOTE 8

Prior period item comprise of income tax adjustments of Rs. 19.75 lacs (previous year Rs. 19.02 lacs).

NOTE 9

The Hon'ble Calcutta High Court vide its order dated 26 March 2010 approved a scheme of arrangement between the Company and its shareholders ("the Scheme"). The Scheme provides that with effect from 01 April 2009, the Appointed Date, all or such of the immovable properties in the form of land and buildings, as the Company considers relevant and appropriate, will be reinstated at their respective fair values as determined by recognised valuers. Consequently, any adjustments (debit / credit) on account of such revaluation would be reflected in Business Reconstruction Reserve Account ("BRR") of the Company.

The Scheme provides that in addition to the aforementioned revaluation, any or all of the immovable properties in the form of land and buildings, as the Company considers relevant and appropriate up to 31 March 2012, may further be reinstated at their respective fair values as determined by recognised valuers with the consequent adjustments (debit / credit) on account of such revaluation being reflected in the Business Reconstruction Reserve Account of the Company.

The Scheme further provides that the aggregate amount under the BRR created by way of revaluation of land and buildings would be utilised, to the extent considered necessary and appropriate by the Board of Directors of the Company from time to time, to adjust certain expenses as mentioned in the Scheme until the balance is available in the BRR account.

In terms of the Scheme, during the year ended 31 March 2012, the Company revalued one of its freehold land at Sanath Nagar and Isnapur, Andhra Pradesh by crediting Rs. 22,500 lacs to the BRR. As per undertaking provided by the Company to the stock exchange, the amount already transferred to the General Reserve from the BRR shall not be utilised for either payment of dividends or issue of bonus shares in accordance with the provisions of the Companies Act, 1956.

NOTE 10

Till the year ended 31 March 2011 the Company was following pre-revised schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended 31 March 2012 the revised schedule VI notified under the Companies Act 1956, has become applicable to the Company. The Company has reclassified previous year figures to confirm to this year's classification. The adoption of revised schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosure made in the financial statements, particularly presentation of balance sheet.


Mar 31, 2011

(Rs. in lacs) 2011 2010

1. Estimated amount of contracts remaining to be executed on capital 11,167.13 2,965.21 account and not provided for (net of advances Rs.2,543.14 lacs; previous year Rs. 1,592.87 lacs)

2. Contingent liabilities not provided for in respect of:

a) Demands raised by the excise authorities against which appeals have 302.89 124.28 been filed

b) Demands raised by the income tax authorities against which appeals 5.71 182.29 have been filed

c) Demands made by the sales tax authorities against which appeals 219.91 172.50 have been filed

d) Bank guarantees including those given for availment of credit facilities by a subsidiary Company for Rs. 1,835 lacs. Amount outstanding as at year end is: 2,815.25 1,229.25

e) Claims against the Company not acknowledged as debts 2,001.30 1,964.20

f) Duty availed on imports against EPCG licenses 2,569.82 2,859.88

3. Related party transactions

a) Name of related parties and description of relationship:

(i) Subsidiaries – AGI Glasspack Limited.

Hindware Home Retail Private Limited.

HSIL Associates Limited.

Alchemy International Cooperatief U.A.

Haas International B.V.

Halis International Limited, Mauritius

Barwood Products Limited {formerly Barwood Products (Staffordshire) Limited, name changed w.e.f. 16 December 2010}

(ii) Key management personnel

(Name of the relatives of key management personnel with whom the Company had transactions during the year are listed below).

Mr. Rajendra K Somany

Mr. Sandip Somany

iii) Entities where significant influence is exercised by key management personnel and/ or their relatives having transactions with the Company:

(a) Textool Mercantiles Private Limited

(b) Paco Exports Limited

(c) New Delhi Industrial Promotors and Investors Limited

(d) Soma Investments Limited

(e) Hindusthan National Glass & Industries Limited

4. In the opinion of the Board of Directors, current assets, loans and advances have a value on realisation in the ordinary course of the business at least equal to the amounts at which they are stated and provision for all known liabilities have been made.

5. Upto 31 March 2008, the Company was recognising translation differences arising on long term foreign currency monetary items (i.e. monetary assets or liabilities expressed in foreign currency and having a term of 12 months or more at the date of origination) in the profit and loss account. Pursuant to Companies (Accounting Standards) Amendment Rules, 2009, the Company has exercised the option of deferring the recognition of Profit and Loss account in respect of accounting periods commencing on or after 07 December 2006. As a result, net foreign exchange transaction gain amounting to Rs. 1,377.58 lacs relating to the acquisition of depreciable capital assets have been adjusted with cost of such assets.

6. The Hon'ble Calcutta High Court vide its order dated 26 March 2010 approved a scheme of arrangement between the Company and its shareholders (“the Scheme”). The Scheme provides that with effect from 01 April 2009, the Appointed Date, all or such of the immovable properties in the form of land and buildings, as the Company considers relevant and appropriate, will be reinstated at their respective fair values as determined by recognised valuers. Consequently, any adjustments (debit/credit) on account of such revaluation would be reflected in Business Reconstruction Reserve Account (“BRR”) of the Company.

The Scheme provides that in addition to the aforementioned revaluation, any or all of the immovable properties in the form of land and buildings, as the Company considers relevant and appropriate up to 31 March 2012, may further be reinstated at their respective fair values as determined by recognised valuers with the consequent adjustments (debit/credit) on account of such revaluation being reflected in the Business Reconstruction Reserve Account of the Company.

The Scheme further provides that the aggregate amount under the BRR created by way of revaluation of land and buildings would be utilised, to the extent considered necessary and appropriate by the Board of Directors of the Company from time to time, to adjust certain expenses as mentioned in the Scheme until the balance is available in the BRR account.

In terms of the Scheme, during the year ended 31 March 2010 the Company revalued one of its freehold land by crediting Rs. 23,500.00 lacs to the BRR and has transferred Rs. 3,732.63 lacs from the BRR to the profit and loss account for the year ended 31 March 2010, as deemed appropriate by the Board of Directors on account of the certain expenses charged to the profit and loss account.

Pursuant to the Scheme, the Company also transferred Rs. 10,000 lacs from the BRR to the General Reserve as on 31 March 2010. As per undertaking provided by the Company to Stock Exchange, the amount so transferred to the General Reserve shall not be utilised for either payment of dividends or issue of bonus shares in accordance with the provisions of the Companies Act, 1956.

7. Segment information, as required under AS-17 “Segment Reporting”, has been provided in the consolidated financial statements of the Company and therefore no separate disclosure on segment information is given in these standalone financial statements.

8. Prior period item comprise of income tax corrections of Rs. 19.02 lacs (previous year Rs. 134.54 lacs) and deferred tax correction of Rs. Nil (previous year Rs. 277.00 lacs).

9. Previous year figures have been regrouped /recast wherever considered necessary to make them comparable with those of the current year.


Mar 31, 2010

1. Amount due to entities covered under Micro, Small and Medium Enterprises have been identified on the basis of confrmations received from these entities and information available with the Company. There was no amount due for more than forty five days payable to these identified entities at any time during the year.

* included in contribution to provident and other funds (refer schedule

** The Fund does not have any existing deficit or interest shortfall. In regard to any future obligation arising due to interest shortfall, pending the issuance of the Guidance Note from the Actuarial Society of India, the measurement of actuarial valuation liability towards Provident Fund is not feasible. Accordingly, other related disclosures in respect of provident fund have not been furnished.

2. Related party transactions

a) Name of related parties and description of relationship:

(i) Subsidiaries AGI Glasspack Limited. Hindware Home Retail Private Limited HSIL Associates Limited Alchemy International Cooperatief U.A. Haas International B.V. Halis International Limited, Mauritius

(ii) Key management personnel

(Name of the relatives of key management personnel with whom the Company had transactions during the year are listed below).

Mr. R.K. Somany (Father)

Mr. Sandip Somany (Son)

iii) Entities where significant influenced is exercised by key management personnel and/ or their relatives having transactions with the Company:

(a) Textool Mercantile Private Limited

(b) Paco Exports Limited

(c) New Delhi Industrial Promotors and Investors Limited

(d) Soma Investments Limited

(e) Hindusthan National Glass & Industries Limited

3. In the opinion of the board of directors, current assets, loans and advances have a value on realisation in the ordinary course of the business at least equal to the amounts at which they are stated and provision for all known liabilities have been made.

4. Upto 31 March, 2008, the Company was recognising translation differences arising on long term foreign currency monetary items (i.e. monetary assets or liabilities expressed in foreign currency and having a term of 12 months or more at the date of origination) in the profit and loss account. Pursuant to Companies (Accounting Standards) Amendment Rules, 2009, the Company has exercised the option of deferring the recognition of Profit and Loss account in respect of accounting periods commencing on or after 7 December 2006. As a result, net foreign exchange transaction gain amounting to Rs. 1,237.30 lacs relating to the acquisition of depreciable capital assets have been adjusted with cost of such assets.

5. The Honble Calcutta High Court vide its order dated 26 March 2010 approved a scheme of arrangement between the Company and its shareholders (“the Scheme”). The Scheme provides that with effect from April 01, 2009, the Appointed Date, all or such of the immovable properties in the form of land and buildings, as the Company considers relevant and appropriate, will be reinstated at their respective fair values as determined by recognised valuers. Consequently, any adjustments (debit/credit) on account of such revaluation would be refected in Business Reconstruction Reserve Account (“BRR”) of the Company.

The Scheme provides that in addition to the aforementioned revaluation, any or all of the immovable properties in the form of land and buildings, as the Company considers relevant and appropriate up to 31 March 2012, may further be reinstated at their respective fair values as determined by recognised valuers with the consequent adjustments (debit/credit) on account of such revaluation being refected in the Business Reconstruction Reserve Account of the Company.

The Scheme further provides that the aggregate amount under the BRR created by way of revaluation of land and buildings would be utilised, to the extent considered necessary and appropriate by the Board of Directors of the Company from time to time, to adjust certain expenses as mentioned in the Scheme until the balance is available in the BRR account.

In terms of the Scheme, the Company revalued one of its freehold land by crediting Rs. 23,500.00 lacs to the BRR and has transferred Rs. 3,732.63 lacs from the BRR to the profit and loss account for the year ended 31 March 2010, as deemed appropriate by the Board of Directors on account of the following expenses charged in the profit and loss account:

1. Write –off of old non-recoverable receivables and advances aggregating to Rs. 1,291.99 lacs;

2. Write-off of old non-moving and slow moving inventories aggregating to Rs. 2,291.65 lacs;

3. Write-off certain fixed assets aggregating to Rs. 59.76 lacs; and

4. Expenses incurred in connection with the Scheme or purposes mentioned there in aggregating to Rs. 89.23 lacs.

Pursuant, the Scheme, the Company has also transferred Rs. 10,000 lacs from the BRR to the General Reserve as on March 31, 2010. As per undertaking provided by the Company to the stock exchange, this amount transferred to the General Reserve shall not be utilised for either payment of dividends or issue of bonus shares in accordance with the provisions of the Companies Act, 1956.

The applicable Indian Generally Accepted Accounting Standards and Principles do not provide for revaluation of part of a class of asset and credit of amounts released from reserves to the profit and loss account but the said accounting treatment has been followed as prescribed under the Scheme approved by Honble Calcutta High Court. Had this not been done, profit after tax would have been lower by Rs. 3,732.63 lacs and reserves would be have been lower by Rs. 27,232.63 lacs.

6. Prior period items comprise of deferred tax correction of Rs. 277.00 lacs and income tax correction of Rs. 134.54 lacs.

7. Previous year fgures have been regrouped/recast wherever considered necessary to make them comparable with those of the current year.

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