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Notes to Accounts of International Conveyors Ltd.

Mar 31, 2023

I Out of the above issued shares, the Company has only one class of equity shares having a par value of ''1/- each. Each holder of equity shares is entitled to one vote per share and eligible to receive dividend. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount in proportion of their shareholding.

(h) Dividend:

The final dividend on shares is recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company''s Board of Directors.

The Company declares and pays dividends in Indian rupees. Companies are required to pay/distribute dividend after deducting applicable withholding income taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.

During the year ended March 31, 2023, the Company paid the final dividend of ''1 (Previous year ''1) per equity share (100%) for the year ended March 31, 2022.

The Board of Directors, at their meeting held on May 30, 2023 recommended a final dividend of ''1.10 per equity share (110%) for the year ended March 31, 2023, subject to approval of shareholders. On approval, the dividend outgo is expected to be ''697.17 lakhs based on number of shares outstanding.

(i) Buyback:

The Board of Directors at their meeting held on September 9, 2022, approved the Buyback of 39,60,000 fully paid up equity shares (Maximum Buyback Shares) of face value of ''1/- each at a price not exceeding ''75/-(Rupees Seventy Five Only) per Equity Share for an ageregate maximum amount not exceeding ''2,970.00 Lakhs (Rupees Twenty Nine Crores and Seventy Lakhs only), under the open market route. Subsequent to the Board Meeting, the Company obtained the approval of Shareholders for Buyback through postal ballot on October 17, 2022 result of which was announced on October 19, 2022. The Public Announcement dated October 20, 2022 was published on October 21, 2022 and the Draft Leter of Offer was filed with SEBI on October 22, 2022.

The Company has bought back 27,92,000 Equity shares from November 3, 2022 (commencement date) to March 31, 2023 under Buyback offer through open market for a total consideration of ''1554.39 Lakhs from its own fund out of which 16,07,000 Equity shares were extinguished upto March 31, 2023 and balance 11,85,000 Equity shares were extinguished on April 10, 2023. In accordance with section 69 of the Companies Act, 2013, as at March 31, 2023 the company has created ''Capital Redemption Reserve'' of ''27.92 Lakh equal to the nominal value of the share brought back as an appropriation from Securities Premium.

(j) No shares were allotted as fully paid up by way of bonus shares or pursuant to contract without payment being received in cash during the last five years ended on March 31, 2023 (Previous year Nil). Further, 27,92,0 0 0 equity shares were bought back by the Company during the last five years ended on March 31, 2023 (Previous year Nil).

i) General Reserve - General reserve is a free reserve and can be utilised for any general purpose like issue of bonus shares, payment of dividend, buy back of shares etc.

ii) Securities Premium - The amount received in excess of the par value has been classified as Securities premium and shall be utilised in accordance with the provisions of the Act.

iii) Retained earnings - Retained earnings represents the amount of accumulated earnings of the Company.

iv) Capital Reserve - The amount represents capital subsidy received from Government of Maharashtra.

v) Employee share options - This reserve relates to stock options granted by the Company to sepcified employees under ICL Employee Stock Option Plan 2020. This reserves is transferred to secutiries premium or retained earnings on exercise or lapsed of vested option.

vi) Capital Redemption Reserve - This reserve is created for an amount equal to the nominal value of shares bought back. This reserve shall be utilised in accordance with the provisions of the Act.

Nature of securities

1. Working Capital facility from Bank are secured by hypothecation of Company''s entire stock, book debts and other current assets both present and future and also secured by first charge on fixed assets (Property, plant and equipment) of the Company including land and building (both units at Aurangabad and Falta). This is further secured by personal guarantee by one of the directors of the Company.

2. Vehicle Finance Loan - refer note no.20(a)(i).

3. LAS facilities from Bajaj Finance Limited are secured by pledge of some of the equity shares (Refer Note No.6(i) & 6(ii)).

The Company had elected to exercise the option permitted under Section 115BAA of the Income-tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019 from the year ended March 31, 2022 wherein the effective tax rate is 25.626% and had accordingly re-measured its deferred tax assets/(liabilities) on the basis of the rate prescribed in the said section.

1(a) The Company''s pending litigation comprises of claim against the Company and proceeding pending against tax/statutory/ Government authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, and disclosed the contingent liabilities, where applicable, in its Financial Statements. The Company does not expects the outcome of these proceedings to have a material impact on its financial position. Future cash outflows in respect of [a (i) & (ii)] above are dependent upon the outcome of judgments / decisions.

3 Based on the information/documents available with the Company, information as per the requirement of section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 with respect to trade payables are as follows:

Sensitivity analysis indicates the infulence of a reasonable change in certain significant assumptions on the outcome of the Present value of obligation (PVO) and aids in understanding the uncertainty of reported amounts. Sensitivity analysis is done by varying one parameter at a time and studying its impact.

*Included in "Salaries, Wages and Bonus" and "Contribution to Provident Fund, Gratuity and Other Funds" under "Employee benefits expense" on Note 33.

The expected return on Plan Assets is based on the actuarial expectation of the average long-term rate of return expected. The discount rate is based on the prevailing market yields on Government bonds as at the balance sheet date.

H. Risk Exposure:

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long term obligations to make future benefit payments:

i) Liability Risks

a) Asset-Liability Mismatch Risk

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements.

Hence companies are encouraged to adopt asset-liability management.

b) Discount Rate Risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practise can have a significant impact on the defined benefit liabilities.

c) Future Salary Escalation and Inflation Risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management''s discretion may lead to uncertainities in estimating this increasing risk.

ii) Assets Risks

All plan assets are maintained in a trust fund managed by a public sector insurer viz; LIC of India. LIC has a sovereign guarantee and has been providing consistent and competitive returns over the years.

The company has opted for a traditional fund wherein all assets are invested primarily in risk averse markets. The company has no control over the management of funds but this option provides a high level of safety for the total corpus. A single account is maintained for both the investment and claim settlement and hence 100% liquidity is ensured. Also interest rate and inflation risk are taken care of.

7 Segmment Reporting disclosures as per Ind AS-108 "Operating Segments":

Operating Segments:

a) Conveyor Belting, b) Wind Energy; c) Trading Goods and d) Investment Identification of Segments:

The chief operating decision maker monitor the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. Operating segments have been identified on the basis of the nature of products/services and have been identified as per the quantitative criteria specified in the Ind AS.

During the year, the Company has identified ''Investments'' as a separate business segment. It is based on internal reorganization of its business segments, increased focus and business review carried out by the Managing Director (Chief Operating Decision Maker CODM) of the Company. The Investment segment comprises of Investment in equity instruments, mutual funds and inter corporate deposits given by the company etc.

Pursuant to the above change, the Company has restated segment information of all comparative previous periods in consonance with Ind As 108 - ''Operating Segments'', including related disclosures.

Segment Revenue and Results:

The expenses and incomes which are not attributable to any business segment are shown as unallocated expenditure (net of unallocated income).

Segment Assets and Liabilities:

Segment assets include all operating assets used by the operating segment and mainly consist of property, plant and equipments, trade and other recievables, cash and cash equivalents, bank balance other than cash and cash equivalents etc.

Segment liabilities primarily includes trade payables, borrowings and other liabilities.

Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocated Corporate assets/ liabilities.

B. Fair value hierarchy

The fair value of the financial assets and financial liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

Fair value of cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, other financial assets, short term loans, borrowings from banks and others, trade payables and other financial liabilities approximate their carrying amounts due to the short-term maturities of these instruments.

The Company uses the following fair value hierarchy for determining and disclosing the fair value of financial instruments:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

The following tables provide the fair value hierarchy of the Company''s assets and liabilities measured at fair value on a recurring basis:

12 Financial risk management objectives and policies

The Company''s principal financial liabilities includes borrowings, trade payables and other financial liabiltiies. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include trade receivables, cash and cash equivalents and other financial assets that derive directly from its operations.

The Company is exposed to credit risk, liquidity risk and market risk. The Company''s senior management oversees the management of these risks and the appropriate financial risk governance framework for the Company. The senior management provides assurance that the Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist team that have the appropriate skills, experience and supervision. It is the Company''s policy that derivatives are used exclusively for hedging purposes and not for trading or speculative purposes .

The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below :

(a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other risks, such as regulatory risk and commodity price risk.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s short-term debt obligations with floating interest rates. The Company is exposed to fluctuations in interest rates in respect of rupee borrowings which is disclosed in Note 20 and 23.

A change of 100 basis points in interest rate at the reporting date would have increased / (decreased) profit by ''64.63 Lakh. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate borrowings.

The Company carries borrowings at amortised cost and hence, change in the interest rate at reporting date does not affect statement of profit or loss.

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates

(b) Capital Management (i) Risk Management

For the purpose of the Company''s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity shareholders of the Company. The Company''s objective when managing capital is to safeguard its ability to continue as a going concern so that it can continue to provide returns to shareholders and other stake holders and maintain an optimal capital structure to reduce the cost of Capital.

The Company manages its capital structure and makes adjustments in light of changes in the financial condition and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders (buy back its shares) or issue new shares.

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. The Company has complied with these covenants.

No changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2023 and 31st March, 2022.

(c) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.

The impairment for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company''s past history, existing market conditions as well as forward looking estimates at the end of each balance sheet date.

Financial assets are written off when there is no reasonable expectation of recovery, however, the Company continues to attempt to recover the receivables. Where recoveries are made, these are recoginsed in the Statement of Profit and Loss.

(i) Trade receivables

Customer credit risk is managed based on Company''s established policy, procedures and control relating to customer credit risk management.

Trade receivables are non-interest bearing and are generally on credit terms of 3 to 60 days.

An impairment analysis is performed at each balance sheet date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of financial assets disclosed in note no. 12.

The ageing analysis of the receivables (gross) has been disclosed in Note 12.

(ii) Balances with banks

Credit risk from balances with banks is managed in accordance with the Company''s policy. Investments of surplus funds are made only with approved counterparties.

The Company''s maximum exposure to credit risk for the components of the balance sheet as at March 31, 2023 and March 31, 2022 is the carrying amounts as stated in note no. 13 and 14.

(d) Liquidity risk

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of cash credit facilities and short term loans.

The table below summarises the maturity profile of the Company''s financial liabilities based on contractual undiscounted payment :

13 Employees share based payment

The Board of the Company approved an ESOP scheme called ''ICL Employee Stock Option Plan 2020'' and the scheme became effective from December 24, 2020. The objectives of the scheme are to reward key and senior employees for their association with the Company, their performance as well as to attract, retain and reward employees to contribute to the growth and profitability of the Company.

The options granted under this scheme to eligible employees vest over a period of one year to four years. The options have to be exercised by the employees within the stipulated exercise period.

In the event of resignation, all unvested options shall lapse and options vested can be exercised before the last working day. The fair value at the grant date is determined using the Black Scholes Model which takes into account the exercise price, the term of the options, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

iv) The Company has balances of ''0.07 lakhs as of 31st March, 2023 (Previous year Nil) with respect to two companies, which are struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

v) Disclosure required under Additional regulatory information as prescribed under paragraph WB to general instructions for preparation of Balance Sheet under Schedule III to the Companies Act, 2013 are not applicable to the Company except as disclosed in Para 14(i) to (iv) above.


Mar 31, 2018

1. Corporate Information

International Conveyors Limited ("ICL" or "the Company") is a public limited incorporated and domiciled in India. The registered office of the Company is situated at Falta SEZ, Sector-II, near Pump House No. 3 Village & Mouza- Akalmegh, Akalmegh-743504.

The Company''s shares are listed on The Bombay Stock Exchange Limited and The Calcutta Stock Exchange Limited.

Its business consists of:

(a) Manufacturing and trading of Conveyor Belting,

(b) Trading of Ply Conveyor Belting, Steel Cord Conveyor Belting and fitting and accessories, and

(c) Generation and Sale of Power.

The financial statements for the year ended March 31, 2018 was approved for issue by the Board of Directors of the Company on May 30, 2018 and is subjected to the adoption by the shareholders in the ensuing Annual General Meeting.

(d) There is no movement in the number of shares outstanding at the beginning and at the end of the reporting period.

(e) Out of the above issued shares, the Company has only one class of equity shares having a par value of Rs. 1/- each. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. Each holder of equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount in proportion of their shareholding.

(a) Nature of securities

(i) Vehicle finance loan from banks and others are secured by hypothecation of vehicles acquired against the said loan.

Note:

1. # Installment includes interest.

2. Installment Rs. 3.18 lakh and Rs. 0.28 lakh for the financial year 2018-19 and 2019-20 respectively.

Nature of securities

Working Capital facility from Bank are secured by hypothecation of Company''s entire stock, book debts and other current assets both present and future and also secured by first charge on fixed assets of the Company including land and building (both units at Aurangabad and Falta). ffiis is further secured by personal guarantee by one of the directors of the Company.

1(a) The Company''s pending litigation comprises of claim against the Company and proceeding pending tax/statutory/Government authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, and disclosed the contingent liabilities, where applicable, in its Financial Statements. The Company does not expects the outcome of these proceedings to have a material impact on its financial position. Future cash outflows in respect of [a (i), (ii) & (iii)] above are dependent upon the outcome of judgments / decisions.

2 The Company has certain cancellable operating lease arrangements for office/ residential accomodation and for use of machineries with a lease period of one to five years which can be further extended after mutual consent and agreement. The lease agreement can be terminated after giving a notice as per the terms of the lease by either of the party. Expenditure incurred on account of operating lease rentals during the year and recognised in the Statement of Profit and Loss amounts to Rs.10.57 lakh (Previous Year Rs.10.43 lakh).

3 Based on the information/documents available with the Company, information as per the requirement of section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 with respect to trade payables and payable to supplier of capital goods are as follows :

Dues to Micro Enterprises and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. this has been relied upon by the auditors.

* Included in the line item "Total outstanding dues of micro enterprises and small enterprises" under Note No. 24

*Included in "Salaries, Wages and Bonus" and "Contribution to Provident Fund, Gratuity and Other Funds" under "EMPLOYEE BENEFITS EXPENSE" on Note 33.

The expected return on Plan Assets is based on the actuarial expectation of the average long-term rate of return expected. The discount rate is based on the prevailing market yields on Government bonds as at the balance sheet date.

2 Segment Reporting disclosures as per Ind AS-108 "Operating Segments":

Operating Segments:

a) Conveyor Belting b) Wind Energy c) Trading Goods

Identification of Segments:

The chief operating decision maker monitor the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. Operating segments have been identified on the basis of the nature of products/services and have been identified as per the quantitative criteria specified in the Ind AS.

Segment Revenue and Results:

The expenses and incomes which are not attributable to any business segment are shown as unallocated expenditure (net of unallocated income)

Segment Assets and Liabilities:

Segment assets include all operating assets used by the operating segment and mainly consist of property, plant and equipments, trade and other recievables, cash and cash equivalents, bank balance other than cash and cash equivalents etc.

Segment liabilities primarily includes trade payables, borrowings and other liabilities.

Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocated Corporate assets/liabilities.

Note : (i) Conveyor Belting segment includes manufacturing and sale of PVC Conveyor Belting.

(ii) Wind Energy Segment includes generation, supply and sale of Wind Power (Electricity).

(iii) Unallocated / Corporate Segment includes Corporate, Administrative and Financing activity.

Note : (a) The transactions with related parties have been entered at amounts which are not materially different from those on normal commercial terms.

(b) No amount has been written back/written off during the year in respect of due to /from related parties.

(c) The amount due from related parties is good and hence no provision for doubtful debts in respect of dues from such related parties is required.

B. Fair value hierarchy

The fair value of the financial assets and financial liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

i) Fair value of cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, other financial assets, short term loans from borrowings from banks and financial institutions, trade payables and other financial liabilities approximate their carrying amounts due to the short-term maturities of these instruments. The Company uses the following fair value hierarchy for determining and disclosing the fair value of financial instruments:

Level 1 : Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 : Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 : Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

3 Financial instruments - Accounting, Classification and Fair Value measurements :

The Company''s principal financial liabilities includes borrowings, trade payables and other financial liabiltiies. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include trade receivables, cash and cash equivalents and other financial assets that derive directly from its operations. The Company is exposed to credit risk, liquidity risk and market risk. The Company''s senior management oversees the management of these risks and the appropriate financial risk governance framework for the Company. The senior management provides assurance that the Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist team that have the appropriate skills, experience and supervision. It is the Company''s policy that derivatives are used exclusively for hedging purposes and not for trading or speculative purposes.

The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below :

(a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other risks, such as regulatory risk and commodity price risk.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. To manage this, the Company enters into interest rate swaps as and when required , in which it agrees to exchange, at specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon notional principal amount.

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s foreign currency denominated borrowings. this foreign currency risk is covered by using foreign exchange forward contracts and cross currency swap contracts.

Foreign currency sensitivity

1% increase or decrease in foreign exchange rates will have no material impact on Profit.

(b) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.

The impairment for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company''s past history, existing market conditions as well as forward looking estimates at the end of each balance sheet date.

Financial assets are written off when there is no reasonable expectation of recovery, however, the Company continues to attempt to recover the receivables. Where recoveries are made, these are recoginsed in the Statement of Profit and Loss.

(i) Trade receivables

Customer credit risk is managed based on Company''s established policy, procedures and control relating to customer credit risk management.

Trade receivables are non-interest bearing and are generally on credit terms of 3 to 60 days.

An impairment analysis is performed at each balance sheet date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of financial assets disclosed in note no. 11.

(ii) Balances with banks

Credit risk from balances with banks is managed in accordance with the Company''s policy. Investments of surplus funds are made only with approved counterparties.

The Company''s maximum exposure to credit risk for the components of the balance sheet as at March 31, 2018, March 31, 2017 and April 1, 2016 is the carrying amounts as stated in note no. 12 and 13.

(c) Liquidity risk

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of cash credit facilities and short term loans.

The table below summarises the maturity profile of the Company''s financial liabilities based on contractual undiscounted payment :

(d) Lien

The fair values of the fixed deposits under lien aggregated to Rs.565.29 lakh as at April 1, 2016 which was placed with bank in order to fulfill the requirements for the derivatives contracts.

4 Explanation of transition to Ind AS

These financial statements, for the year ended on March 31, 2018, are the first financial statements, the Company has prepared in accordance with Ind AS.

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for years ending on March 31, 2018, together with the comparative period data as at and for the year ended on March 31, 2017, as described in the summary of significant accounting policies [Refer Note No. 2].

In preparing these financial statements, the Company''s opening balance sheet was prepared as at April 1, 2016, i.e. the Company''s date of transition to Ind AS.

This note explains the principal adjustments made by the Company and an explanation on how the transition from previous GAAP to Ind AS has affected its financial statements, including the Balance Sheet as at April 1, 2016 and the financial statements as at and for the year ended March 31, 2017.

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS:

(a) As per Ind AS 101, at the date of transition, an entity may elect not to restate business combinations that occurred before the transition date. If the entity restates any business combinations that occurred before the date of transition, then it restates all later business combinations, and also applies Ind AS 110 Consolidated financial statements from that same date.

The Company has, however, elected to apply Ind AS 103 requirements prospectively to business combinations occurring after its transition date. Business combinations occurring prior to the transition date have not been restated. Therefore, use of this exemption requires that the previous GAAP carrying amounts of assets and liabilities, that are required to be recognized under Ind-AS, is their deemed cost at the date of the acquisition. After the date of the acquisition, measurement is in accordance with Ind-AS. Assets and liabilities that do not qualify for recognition under Ind-AS are excluded from the opening Ind-AS balance sheet.

The Company has not recognized or excluded any previously recognized amounts as a result of Ind-AS recognition requirements.

(b) The Company has elected to continue with carrying value of all Property, plant and equipment under the previous GAAP as deemed cost as at the transition date i.e. April 1, 2016. Under the previous GAAP, Property, plant and equipments were stated at their original cost (net of accumulated depreciation, amortization and impairment), if any, adjusted by revaluation of certain assets.

(c) The Company has elected to continue with the carrying value for Capital work in progress as recognized under the previous GAAP as deemed cost as at the transition date.

(d) The Company has elected to continue with the carrying value for computer software as recognized under the previous GAAP as deemed cost as at the transition date. Under the previous GAAP, Computer Software was stated at its original cost, net of accumulated amortization.

(e) A first time adopter is encouraged, but not required, to apply Ind AS 102 - Share based payment to equity instruments that vested before date of transition to Ind AS. The Company has granted equity settled stock options and has followed intrinsic value method of accounting. The Company has decided to apply Ind AS 102 prospectively.

(f) Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. However, the Company has used Ind AS 101 exemption and assessed all arrangements based for embedded leases based on conditions in place as at the date of transition.

(g) The Company has elected to apply previous GAAP carrying amount of its investment in its subsidiary as deemed cost as at the date of transition.

Under Ind AS 109, at initial recognition of a financial asset, an entity may make an irrevocable election to present subsequent changes in the fair value of an investment in an equity instrument in other comprehensive income. Ind AS 101 allows such designation of previously recognized financial assets, as ''FVOCI'' on the basis of the facts and circumstances that existed at the date of transition to Ind AS.

5 Explanation of transition to Ind AS

Accordingly, the Company has designated its investments in certain equity instruments at fair value through other comprehensive income on the basis of the facts and circumstances that existed as at the date of transition to Ind AS. However, since, the fair valuation has been done based on level 3 inputs, difference in fair value and cost as on the date of transition has been deferred and has been considered and shown as "Deferred gain on changes in fair value of financial assets" under Other Current Liabilities.

(h) The estimates as at April 1, 2016 and as at March 31, 2017 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies).

(i) The Company uses derivative financial instruments, such as forward currency contracts and interest rate swaps, to hedge its foreign currency risks and interest rate risks respectively.

Under previous GAAP, there is no mandatory standard that deals comprehensively with hedge accounting, which has resulted in the adoption of varying practices. The Company has not applied for hedge accounting on or after the transition date.

(j) Ind AS 101 requires the de-recognition requirements of Ind AS 109 to be applied prospectively to transactions occurring on or after the date of transition. Therefore, the Company has not recognized financial assets and liabilities under Ind AS which were derecognized under previous GAAP as a result of a transaction that occurred before the date of transition (k) The Company has applied the requirements in Ind AS 109 and Ind AS 20 prospectively to government loans existing at the date of transition to Ind AS.

(d) First time adoption - Mandatory exceptions and optional exemptions :

a) Overall Principle

The Company has prepared the opening balance sheet as per Ind AS as of April 1, 2016 (the transition date) by recognising all assets and liabilities whose recognition is required by Ind AS, not recognising items of assets or liabilities which are not permitted by Ind AS, by reclassifying certain items from previous GAAP to Ind AS as required under the Ind AS, and applying Ind AS in the measurement of recognised assets and liabilities. However, this principle is subject to certain mandatory exceptions and certain optional exemptions availed by the Company as detailed below.

b) Derecognition of financial assets and financial liabilities

The Company has applied the derecognition requirements of financial assets and financial liabilities prospectively for transactions occurring on or after April 1, 2016 (the transition date).

c) 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.

d) Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. Necessary provision for site restoration has to be made at present value alongwith corresponding effect in property, plant and equipment from the date of inception of lease. The net impact of unwinding and depreciation has to be adjusted with opening Retained Earnings. this exemption can also be used for intangible assets covered by Ind AS 38.

e) Fair valuation of investments

Under the previous GAAP, investments in equity instruments were classified as long-term investments or current investments based on the intended holding period and realisability. Long-term investments were carried at cost less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value.

f) Deferred tax

Previous GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind As 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind As 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under previous GAAP. In addition, the various transitional adjustments lead to temporary differences and consequently deferred tax adjustments have been recognized in correlation to the underlying transactions in retained earnings.

g) Borrowings

Ind AS 109 requires transaction costs incurred towards origination of borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognised in the profit or loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method.

Under previous GAAP, these transaction costs were charged to profit or loss as and when incurred. Accordingly, borrowings as at March 31, 2017 have been reduced with a corresponding adjustment to retained earnings. The total equity increased by an equivalent amount. The profit for the year ended March 31, 2017 reduced by result of the additional interest expense.

h) Remeasurements of post-employment benefit obligations

Under previous GAAP, actuarial gains and losses related to the defined benefit schemes for gratuity and pension plans and liabilities towards employee leave encashment were recognised in profit or loss. Under Ind AS, the actuarial gains and losses form part of remeasurement of the net defined benefit liability/asset which is recognised in OCI. Consequently, the tax effect of the same has also been recognised in OCI instead of profit or loss.

i) Financial instruments- derivative

Under previous GAAP, the Forwards Contract premium were amortized over the contract period and realignment gains/losses arising on reporting date were charged to P&L. MTM Losses were recognized in P&L or adjusted to the cost of the assets as the case may be. MTM gains were not recognized. Under Ind AS, the gains/losses recognized in the books of account as per Previous GAAP have been reversed. The MTM losses as on April 1, 2016 have been recorded as liability with consequential impact in retained earnings.

j) Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ''other comprehensive income'' includes remeasurements of defined benefit plans and fair value gains or (losses) on FVOCI equity instruments. The concept of other comprehensive income did not exist under previous GAAp.

6 Previous Years Figures

Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.


Mar 31, 2016

1 Out of the above issued shares, the Company has only one class of equity shares having a par value of Rs.1/- each. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. Each holder of equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount in proportion of their shareholding. The Board of Directors has approved dividend of '' 0.05 per share (5%), subject to approval of shareholders in the ensuing Annual General Meeting.

2 There is no movement in the number of shares outstanding at the beginning and at the end of the reporting period.

3 Details of the shareholders holding more than 5% shares of the total number of equity shares issued by the Company :

4 The percentage of share holding has been reduced from 8.02% to 3.59% on being sale/transfer of shares by Rajendra Kumar Dabriwala.

5 Term loan referred above to the extent of:

a) Rs.Nil (Previous year Rs.3,330,000) was secured by first charge on Wind Mill acquired and installed in Andhra Pradesh, Current Assets of the Company, both present and future and extension of equitable mortgage of the leasehold industrial plot at Maharashtra Industrial Development Corporation, Aurangabad. The loan carried interest at 2.60% above base rate.

b) Rs.2,173,706 (Previous year Rs.28,973,706)is secured by first charge on all fixed assets pertaining to Falta SEZ division of the Company, both present & future, second charge on entire current assets of the said division of the Company both present & future , and is also secured by personal guarantee of one of the directors and corporate guarantee and is repayable in 21 quarterly installment commencing from June,2011. Last installment due in June 2016, rate of interest at 2.65% above base rate.

6 Working Capital facility from Bank are secured by hypothecation of Company''s entire stock, book debts and other current assets both present and future and also secured by first charge on fixed assets of the Company, equitable mortgage of Leasehold industrial plot of Chikalthana Industrial Area (MIDC). This is further secured by personal guarantee by one of the directors of the Company.

Disclosure of Trade Payables is based on the information available with the Company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprise Development Act, 2006" (the Act). There are no delays in payment made to such suppliers. There is no amount outstanding as at the Balance Sheet date.

7 In terms of Schedule II of the Companies Act 2013 the company based on technical evaluation has identified and determined cost of each component/part of the asset separately. If the component/part has a cost which is significant to the total cost of the asset and has useful life that is materially different from that of the remaining asset. These components based on technical evaluation have been depreciated separately over their useful lives, the remaining components are depreciated over the life of the principal asset. Consequent upon the application of Schedule II as above depreciation for the year is lower by Rs. 71.42 lakhs, Net Block is higher by Rs. 71.42 lakhs and loss for the year is lower by Rs. 71.42 lakhs.

8 These preference shares will have the maximum term of 15 years from the date of allotment. However, these shares can be redeemed earlier at the option of the Company. The dividend on these preference shares will be cumulative and will be receivable at the rate of 12% p.a.

9 The face value of equity shares of Tide Water Oil (India) Limited of Rs.10/- each has been sub divided into the face value of Rs.5/- per equity share during the year and alloted bonus shares in the ratio of 1:1.

10 The face value of equity shares of Elpro International Limited of Rs.10/- each has been sub divided into the face value of Rs.2/- per equity share during the year and alloted bonus shares in the ratio of 1:2.

11 Particulars of investments as required in terms of Section 186 (4) of the Companies Act, 2013, have been disclosed under note no.11 above.

12 The Company has certain cancellable operating lease arrangements for office/ residential accommodation and for use of machineries with a lease period of one to five years which can be further extended after mutual consent and agreement. The lease agreement can be terminated after giving a notice as per the terms of the lease by either of the party. Expenditure incurred on account of operating lease rentals during the year and recognized in the Statement of Profit and Loss amounts to Rs.1,017,575/- (Previous Year Rs.1,062,923/-).

13 Subscription and Donation includes expenses incurred on account of Corporate Social Responsibility (CSR) Rs.2,250,000/-(Previous year Rs.2,950,000/-).

14 The Company''s pending litigation comprises of claims against the Company and proceeding pending tax/statutory/ Government authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, and disclosed the contingent liabilities, where applicable, in its Financial Statements. The Company does not expects the outcome of these proceedings to have a material impact on its financial position. Future cash outflows in respect of (c & d) above are dependent upon the outcome of judgments / decisions.

15 (i).2 Disclosure pursuant to Section 186(4) of the Companies Act, 2013

b) The disclosure as per the Accounting Standard 15 (AS-15) "Employee Benefits" are given below : The Company operates post retirement benefit plans as following :

Funded : Gratuity.

Non Funded : Leave Encashment

Included in "Salaries, Wages and Bonus” and "Contribution to Provident Fund, Gratuity and Other Funds” under "EMPLOYEE BENEFITS EXPENSE” on Note 26.

The expected return on Plan Assets is based on the actuarial expectation of the average long-term rate of return expected. The discount rate is based on the prevailing market yields on Government bonds as at the balance sheet date.

The contributions expected to be made by the Company for the year 2016-17 is not ascertained.

Note : (a) Conveyor Belting segment includes manufacturing and sale of PVC Conveyor Belting

(b) Wind Energy Segment includes generation, supply and sale of Wind Power (Electricity).

(c) Unallocated / Corporate Segment includes Corporate, Administrative and Financing activity.

16 In the opinion of the Board of Directors, current assets and loans and advances have the value at which these are stated in the Balance Sheet, unless otherwise stated and adequate provisions for all known liabilities have been made and are not in excess of the amount reasonably required.

17 Company''s operation has been affected due to sluggish market condition during the year.

18 Previous year’s figures have been re-arranged/re-grouped wherever necessary.


Mar 31, 2015

1.1 Out of the above issued shares, the Company has only one class of equity shares having a par value of Rs. 1/- each. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. Each holder of equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount in proportion of their shareholding. The Board of Directors has approved dividend of Rs. 0.25 per share (25%), subject to approval of shareholders in the ensuing Annual General Meeting.

1.2 There is no movement in the number of shares outstanding at the beginning and at the end of the reporting period.

1.3 Details of the shareholders holding more than 5% shares of the total number of equity shares issued by the Company :

1.3.1 The percentage of share holding has been reduced from 6.14% to 4.99% on being sale/transfer of shares by IGE (India) Private Limited.

2.1 Term loan referred above to the extent of:

a) Rs. 3,330,000 (previous year Rs. 21,200,000) is secured by first charge on Wind Mill acquired and installed in Andhra Pradesh, Current Assets of the Company, both present and future and extention of equitable mortgage of the leasehold industrial plot at Maharashtra Industrial Development Corporation, Aurangabad. The loan carries interest at 2.60% above base rate.

b) Rs. 28,973,706 (previous year Rs. 63,104,522) is secured by first charge on all fixed assets pertaining to Falta SEZ division of the company, both present & future, second charge on entire current assets of the said division of the Company both present & future, and is also secured by personal guarantee of one of the directors and corporate guarantee and is repayable in 21 quarterly installment commencing from June 2011. Last installment due in June 2016, rate of interest at 2.65% above base rate.

3.1 Working Capital facility from Bank are secured by hypothecation of Company's entire stock, book debts and other current assets both present and future and also secured by first charge on fixed assets of the company, equitable mortgage of Leasehold industrial plot of Chikalthana Industrial Area (MIDC). This is further secured by personal guarantee by one of the directors of the company.

4.1 Disclosure of Trade Payables is based on the information available with the company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprise Development Act, 2006" (the Act). There are no delays in payment made to such suppliers. There is no amount outstanding as at the Balance Sheet date.

5.1 These preference shares will have the maximum term of 15 years from the date of allotment. However, these shares can be redeemed earlier at the option of the Company. The dividend on these preference shares will be cumulative and will be receivable at the rate of 12% p.a.

5.2 During the year, the company has acquired equity shares of newly incorporated entity International Conveyors America Limited, INC (ICAL) under the law of state of delaware, United States of America and consequent upon such acquisition the said company has become a wholly owned subsidiary of the Company.

5.3 The face value of equity shares of I G E (India) Private Limited of Rs.10/- each has been sub divided into the face value of Rs.1/- per equity share during the year.

5.4 During the year Company pursuant to a voluntary open offer of equity shares of Elpro International Limited (EIL), has acquired 3,25,914 Equity shares of EIL from the shareholders of said Company at the price of Rs.325/- per equity share agreegating to Rs. 105,922,050/- 11.8 Particulars of investments as required in terms of Section 186 (4) of the Companies Act, 2013, have been disclosed under note no.11 above.

6.1 During the previous year, the company, as a promoter, along with other promoters of the Elpro International Limited, had made a voluntary open offer to the public shareholders of Elpro International Limited, to acquire the shares of the said company. As such, the amount of Rs. Nil (previous year Rs. 50,000,000/-) had been transferred in a EIL-open offer Escrow A/c as required by SEBI guidelines and had been shown as deposit pending acquisition of the shares in terms of open offer.

7.1 The company has certain cancellable operating lease arrangements for office/ residential accomodation and for use of machineries with a lease period of one to five years which can be further extended after mutual consent and agreement. The lease agreement can be terminated after giving a notice as per the terms of the lease by either of the party. Expenditure incurred on account of operating lease rentals during the year and recognised in the Statement of Profit and Loss amounts to Rs. 1,062,923/- (Previous Year Rs. 1,021,843/-).

7.2 Subscription and Donation includes expenses incurred on account of Corporate Social Responsibility (CSR) Rs. 2,950,000/- (Previous year Rs. Nil)

8.1.1 The Company's pending litigation comprises of claim against the Company and proceeding pending tax/statutory/ Government authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, and disclosed the contingent liabilities, where applicable, in its Financial Statements. The Company does not expects the outcome of these proceedings to have a material impact on its financial position. Future cash outflows in respect of (c & d) above are dependent upon the outcome of judgments / decisions.

8.1 Related Party Disclosure as required by Accounting Standard 18 " Related Party Disclosures" are as follows :

(a) Associates: 1) None

(b) Subsidiaries :

1) International Belting Limited

2) Conveyor Holdings Pte Limited, Singapore (w.e.f.25.04.2013)

3) International Conveyors America Limited, INC (w.e.f.26.12.2014)

4) International Conveyors Australia Pty Limited (Australia) (100% subsidiary of Conveyor Holdings Pte Limited, Singapore)

(c) Key Management Personnel :

Mr. R. K. Dabriwala – Managing Director

(d) Enterprises where key management personnel and their relatives have substantial interest and /or significant influence :

1) R.C.A. Limited

2) Pure Coke Limited

3) Elpro International Limited

4) I G E (India) Private Limited

8.2 In the opinion of the Board of Directors, current assets and loans and advances have the value at which these are stated in the Balance Sheet, unless otherwise stated and adequate provisions for all known liabilities have been made and are not in excess of the amount reasonably required.

8.3. Previous year's figures have been re-arranged/re-grouped wherever necessary.


Mar 31, 2014

1. Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Assets are neither recognized nor disclosed in the financial statement. Contingent Liabilities, if material, are disclosed by way of notes.

2 Out of the above issued shares, the company has only one class of equity shares having a par value of Rs. 1/- each. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing General Meeting. Each holder of equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount in proportion of their shareholding. The Board of Directors has approved dividend of Re.0.25 per share (25%), Subject to approval of shareholders in the ensuing Annual General Meeting.

3 There is no movement in the number of shares outstanding at the beginning and at the end of the reporting period.

4 Disclosure of Trade Payables is based on the information available with the Company regarding the status of the suppliers as defined under the "Micro, Small and Medium Enterprise Development Act, 2006" (the Act). There are no delays in payment made to such suppliers. There is no overdue amount outstanding as at the Balance Sheet date.

5 These preference shares will have the maximum term of 15 years from the date of allotment. However, these shares can be redeemed earlier at the option of the Company. The dividend on these preference shares will be cumulative and will be payable at the rate of 12% p.a.

6 During the year, the Company, as a promoter, along with other promoters of the Elpro International Limited, has made a voluntary open offer to the public shareholders of Elpro International Limited, to acquire the shares of the said Company. As such, the amount of Rs. 50,000,000/- has been transferred in a EIL-Open Offer Escrow A/c as required by SEBI guidelines and has been shown as deposit pending acquisition of the shares in terms of open offer.

7 The company has certain cancellable operating lease arrangements for office/ residential accomodation and for use of machineries with a lease period of one to five years which can be further extended after mutual consent and agreement. The lease agreement can be terminated after giving a notice as per the terms of the lease by either of the party. Expenditure incurred on account of operating lease rentals during the year and recognised in _the Statement of Profit and Loss amounts to Rs. 10,21,843/-(Previous Year Rs. 10,26,758/-).

(Amount in Rs.)

2013-14 2012-13

NOTE: 1

1 Contingent liabilities not provided for in respect of :

a) Guarantees given by bank on behalf of the Company 108,028,854 72,660,612

b) Corporate Guarantees given by the Company 145,000,000 308,000,000

c) Excise duty demand under appeal before the Hon''ble - 1,735,119 Supreme Court of India

d) Entry Tax Payable 135,314 -

e) Income Tax matter under Appeal 8,196,849 1,519,592

Note: Future cash outflows in respect of (c, d & e) above are dependent upon the outcome of judgments/decisions.

NOTE:2

*Included in "Salaries, Wages and Bonus" and "Contribution to Provident Fund, Gratuity and Other Funds" under "EMPLOYEE BENEFITS EXPENSE" on Note 24.

The expected return on Plan Assets is based on the actuarial expectation of the average long-term rate of return expected. The discount rate is based on the prevailing market yields on Government bonds as at the Balance Sheet date.

The contributions expected to be made by the Company for the year 2014-15 is not ascertained.

Note : (a) Conveyor Belting segment includes manufacturing and sale of PVC Conveyor Belting.

(b) Wind Energy Segment includes generation, supply and sale of Wind Power (Electricity).

(c) Unallocated / Corporate Segment includes Corporate, Administrative and Financing activity.

* Related Party Disclosure as required by Accounting Standard 18 " Related Party Disclosures" as specified in the Companies ( Accounting Standards) Rules, 2006 prescribed by the Central Government are as follows :

(a) Associates:

1) None

(b) Subsidiaries :

1) International Belting Limited

2) Conveyor Holdings Pte. Limited, Singapore (w.e.f.25.04.2013)

3) International Conveyors Australia Pty. Limited (Australia) (100% subsidiary of Conveyor Holding Pte Limited, Singapore)

(c) Key Management Personnel :

Mr. R. K. Dabriwala - Managing Director

(d) Enterprises where key management personnel and their relatives have substantial interest and /or significant influence :

1) R.C.A. Limited

2) I.G.E. (India) Private Limited

3) Pure Coke Limited

4) Elpro International Limited

* Pursuant to agreement, the Company has aquired all assets and liabilities of PVC Belting industrial undertaking of its wholly owned subsidiary, International Belting Limited situated at Falta SEZ South 24 Parganas, West Bengal on a going concern basis with effect from 19th April, 2013 at a lump sum consideration of Rs. 21,500,000/-.

* During the year, the Company has acquired a wholly owned subsidiary "Conveyor Holding Pte Limited" in Singapore by way of purchase of 100% equity shares of the said Company.

* Previous year''s figures have been re-arranged/re-grouped whereever necessary.


Mar 31, 2013

1.1 The company has certain cancellable operating lease arrangements for office/residential accomodation and for use of machineries with a lease period of one to five years which can be further extended after mutual consent and agreement. The lease agreement can be terminated after giving a notice as per the terms of the lease by either of the party. Expenditure incurred on account of operating lease rentals during the year and recognised in the Statement of Profit and Loss amounts to Rs. 1''026''758/- (Previous Year Rs. 993''061/-).

1.2 Related Party Disclosure as required by Accounting Standard 18 "Related Party Disclosure" as specified in the Companies (Accounting Standards) Rules'' 2006 prescribed by the Central Government are as follows :

(a) Associates : 1) None

(b) Subsidiary (w.e.f. 22.03.2012) : 1) International Belting Limited

(c) Key Management Personnel :

Shri R. K. Dabriwala – Managing Director

(d) Enterprises where key management personnel and their relatives have substantial interest and/or significant influence :

1) R.C.A. Limited

2) Faridabad Investment Co. Limited

3) I.G.E.(India) Private Limited

4) Pure Coke Limited

5) Elpro International Limited

6) Dabri Properties and Trading Co. Limited

1.3 Subsequent to the Balance Sheet date the Company has entered into a agreement to acquire all assets and liabilities of PVC Belting industrial undertaking of its wholly owned subsidiary'' International Belting Limited situated at Falta SEZ South 24 Parganas'' West Bengal on a going concern basis with effect from April 19'' 2013.

1.4 Subsequent to the Balance Sheet date'' the Company has formed a wholly owned subsidiary i.e.'' " Conveyor Holdings Pte Limited" in Singapore.

1.5 Previous year''s figures have been re-arranged/re-grouped wherever necessary.


Mar 31, 2012

1.1 Out of the above issued shares, the company has only one class of equity shares having a par value of Rs1/- each. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing general meeting. Each holder of equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount in proportion of their shareholding.

1.2 Details of the shareholders holding more than 5% shares of the total number of equity shares issued by the Company :

2.1 Term Loan from State Bank of India has been secured by first charge on Plant and Equipment of the Wind Mill project in Andhra Pradesh, Current Assets of the Company, both present and future and extension of equitable mortgage of the leasehold industrial plot at Maharashtra Industrial Development Corporation, Aurangabad. The loan carries interest at 4.25% above base rate Term Premium of 0.50% and is repayable as follows :

3.1 Working Capital facility from Bank are secured by hypothecation of Company's entire stock, book debts and other current assets both present and future and also secured by first charge on fixed assets of the company, equitable mortgage of Leasehold industrial plot of Chikalthana Industrial Area (MIDC). This is further secured by personal guarantee by one of the directors of the company.

4.1 The company has certain cancellable operating lease arrangements for office/ residential accommodation and for use of machineries with a lease period of one to five years which can be further extended after mutual consent and agreement. The lease agreement can be terminated after giving a notice as per the terms of the lease by either of the party. Expenditure incurred on account of operating lease rentals during the year and recognized in the Statement of Profit and Loss amounts to Rs993,061/-(Previous Year Rs1,004,522/-).

NOTE: 5

5.1. Contingent liabilities not provided for in respect of: . _

(Amount in Rs.)

2011-12 2010-11

a) Guarantees given by bank on behalf of the Company 39,291,648 34,818,538

b) Corporate Guarantees given by the Company 197,000,000 197,000,000

c) Excise duty demand under appeal before the Hon'ble Supreme Court of India 1,735,119 1,735,119

d) Income Tax matter under Appeal 1,519,592 1,519,592 Note: Future cash outflows in respect of (c & d) above are dependent upon the outcome of judgments / decisions.

b) The disclosure as per the Accounting Standard 15 (AS-15) "Employee Benefits" are given below: The Company operates post retirement benefit plans as following:

Funded: Gratuity

Non Funded: Leave Encashment

*Included in Salaries, Wages and Bonus" and Contribution to Provident Fund, Gratuity and Other Funds" under EMPLOYEE BENEFIT EXPENSES" on Note 23.

The expected return on Plan Assets is based on the actuarial expectation of the average long-term rate of return expected.

The discount rate is based on the prevailing market yields on Government bonds as at the balance sheet date.

The contributions expected to be made by the Company for the year 2012-13 is not ascertained.

5.2 Related Party Disclosure as required by Accounting Standard 18 "Related Party Disclosure as specified in the Companies (Accounting Standards) Rules, 2006 prescribed by the Central Government are as follows:

A. Associates:

1) None

B. Subsidiary (w.e.f.22.03.2012):

1) International Belting Limited

C. Key Management Personnel:

Shri R. K. Dabriwala - Managing Director

D. Enterprises where key management personnel and their relatives have substantial interest and /or significant influence:

1) R.C.A. Limited

2) Faridabad Investment Co. Limited

3) I.G.E.(India) Limited

4) Pure Coke Limited

5) Elpro International Limited

6) Dabri Properties and Trading Co. Limited

5.3 Till the year end March 31, 2011, the Company was using pre-revised schedule VI to the Companies Act, 1956 for the preparation and presentation of its financial statement. During the year ended March 31, 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 conform to this year classification.

Note 1 to 26.13 forms an integral part of the Financial Statement.


Mar 31, 2010

1. Contingent liabilities not provided for in respect of :

(Amount in Rs.)

2009-10 2008-09

a) Guarantees given by bank on behalf of the Company 3,11,30,177 1,55,22,120

b) Corporate Guarantees given by the Company 19,70,00,000 3,40,00,000

c) Excise duty demand under appeal before the Hon’ble Supreme Court of India 17,35,119 17,35,119

d) Income Tax matter under Appeal 14,05,569 10,54,186

Note : Future cash outflows in respect of (c & d) above are dependent upon the outcome of judgments / decisions.

2. Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advance) Rs. 32,50,851/- (Previous Year Rs.9,88,133/-).

3. Capital Work-in-Progress includes Rs.4,76,735/- being the advance on Capital Account. (Previous Year Rs.26,81,102/-)

4. Foreign Exchange fluctuation gain (net) amounting to Rs.74,58,584/- (Previous Year loss (net) Rs.58,20,589/-) has been credited in the Profit and Loss Account.

5. Certain debit and credit balances including sundry debtors, creditors and advances are subject to confirmation and reconciliation with respect to the same.

6. Quantities and valuation of finished goods and semi finished goods are as certified by the management.

b) The disclosure as per the Accounting Standard 15 (AS-15) "Employee Benefits" are given below: The Company operates post retirement benefit plans as following: Funded: Gratuity.

The expected return on Plan Assets is based on the actuarial expectation of the average long-term rate of return expected. The discount rate is based on the prevailing market yields on Government bonds as at the balance sheet date.

The contributions expected to be made by the Company for the year 2010-11 is not ascertained.

(ii) The face value of Equity shares of Rs. 10/- each has been subdivided into face value of Re. 1/- each with effect from 11.12.2009 being the record date. Accordingly the no. of shares has increased. The EPS for the current year as well as for the previous year has been stated / restated taken into account the sub division of the shares.

(iii) Equity shares capital of the Company has increased to Rs. 6,75,00,000/- due to issue of bonus shares in the ratio 1:1 during the year. Accordingly the no. of shares has increased. The EPS for the current year as well as for the previous year has been stated/ restated taken into account the issue of bonus shares.

7. Related Party Disclosure as required by Accounting Standard 18 " Related Party Disclosure" issued by the Institute of Chartered Accountants of India are as follows:

A. Associates:

1) R.C.A Ltd.

2) Faridabad Investment Co. Ltd.

3) International Belting Ltd.

B. Key Management Personnel:

Shri R.K.Dabriwala - Managing Director

8. The Company has certain cancellable operating lease arrangements for office / residential accommodation and for use of machineries with a lease period of one to five years which can be further extended after mutual consent and agreement. The lease agreement can be terminated after giving a notice as per the terms of the lease by either of the party.

Expenditure incurred on account of Operating lease rentals during the year and recognised in the Profit and Loss account amounts to Rs.8,92,348/- (Previous Year Rs.10,78,925/-).

9. Rs.1,178.50 Lacs being unutilised amount at the beginning of the year out of the issue proceeds of convertible warrants in the previous year, has been fully utilised for general corporate purposes by investing the same towards proposed right issue of shares in Elpro International Limited and the same has been included in advances as share application money pending allotment of shares.

10. Previous years figures have been re-arranged/ re-grouped wherever necessary.

11. Schedule 1 to 18 forms an integral part of the accounts.

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