Home  »  Company  »  Nitin Fire Protectio  »  Quotes  »  Notes to Account
Enter the first few characters of Company and click 'Go'

Notes to Accounts of Nitin Fire Protection Industries Ltd.

Mar 31, 2016

1. Terms/rights attached to equity shares

Each holder of equity shares is entitled to one vote per equity share. They are entitled to receive dividend proposed by the Board of Directors and approved by shareholders in General Meeting.

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

2. Pursuant to the approval of the members of the Company at the Extraordinary General Meeting held on November 3, 2014 for issue of bonus shares in accordance with provisions of Section 63 and other applicable provisions of the Act, the Company has issued bonus shares in the proportion of one bonus share of Rs, 2 each for every three fully paid up equity shares of Rs, 2 each on the aforesaid date.

3. Pursuant to a special resolution pased by the members of the Company at the 20th Annual General Meeting (AGM) held on September 21, 2015, the authorized capital of the Company has been increased from Rs, 650,000,000 divided into 325,000,000 equity shares of Rs, 2 each to Rs, 750,000,000 divided into 375,000,000 equity shares of Rs, 2 each.

4. Pursuant to resolution passed by the members in the Annual General Meeting held on September 30, 2014 , dividend of Rs, 43,841,222 and dividend distribution tax thereon of Rs, 7,450,816 which was provided in the year ended March 31, 2014 has been reversed in the previous year ended March 31, 2015.

5. IFCI Limited

6. The term loan outstanding as at March 31, 2016 of Rs,181,562,500 (P.Y. Rs, 207,500,000) is secured by exclusive first charge on the commercial property owned by the promoters, situated at Ghatkopar - Mumbai and industrial land at village Khalapur, district - Raigarh, exclusive pledge of 9,573,527 (P.Y.13,733,334) equity shares of the Company, owned by the promoters, so as to give security cover of 1.5 times of the loan amount and personal guarantee of Nitin M Shah and Rahul N Shah.

7. The aforesaid loan is repayable in 8 quarterly installments of Rs,25,937,500 each at the end of 15th,18th, 21st, 24th, 27th, 30th, 33rd and 36th month, starting from November 03, 2014 and rate of interest ranges from 14% per annum to 14.50% per annum.

8. Aditya Birla Finance Limited

9. The term loan outstanding as at March 31, 2016 of Rs,48,365,449 (P.Y. Rs, 53,000,000) is secured by exclusive charge on office no. 801, 8th floor, Wing C, Neelkanth Business Park, Kirol Road, Vidyavihar West, Mumbai 400086.

10. The aforesaid loan is repayable in 84 monthly installments of Rs, 945,545 each starting from April 05, 2015 and carries rate of interest of 12.35% per annum.

11. IFCI Limited

11. The term loan outstanding as at March 31, 2016 of Rs,400,000,000 (P.Y. Rs, Nil) is secured by exclusive charge on the immovable property owned by Nitin M. Shah (HUF) situated at 7001, 70th floor, World One Tower, Lower Parel, Mumbai 400 013, exclusive charge on an immovable property owned by the promoters such that the combined distress value of both the properties shall provide a cover of one time of the loan outstanding , pledge of 14,590,803 (P.Y.Nil) equity shares of the Company owned by the promoters, so as to give security cover of 1.25 times of the loan amount and personal guarantee of Nitin M Shah and Rahul N Shah.

12. The aforesaid loan is for a period of five years including moratorium period of two years. Repayment will be in 36 equal monthly installments beginning from 25th month and continuing till 60th month and rate of interest ranges from 14% to 14.50% per annum.

13. PNB Housing Finance Limited

14. The term loan outstanding as at March 31, 2016 of Rs,54,275,537 (P.Y.Rs, Nil) taken from a financial institution is co-borrowed along with Nitin M. Shah and Rahul N. Shah, promoters of the Company which is secured by mortgage of property owned by the Company and situated at C-802, Neelkanth Business Park, Kirol Road, Vidyavihar -W, Mumbai 400 086.

15. Loan is repayable in 180 equal monthly installments of Rs, 662,493 each commencing from July 10, 2015 and carries an interest rate of 12.00% per annum.

16. Vehicle loan taken from a bank and outstanding as at March 31, 2016 of Rs,Nil (P.Y.Rs, 111,656) is secured by the hypothecation of the underlying asset.

17. The aforesaid loan is re-payable in 36 monthly installments of Rs, 56,580 each and carries rate of interest of 10.14% per annum. The charge has been satisfied.

18. The above borrowings are availed through a consortium agreement with bankers namely IDBI Bank Limited (Lead bank), Bank of Baroda, Dena Bank and Axis Bank Limited.

19. Security

First pari passu charge by way of hypothecation or indenture of mortgage and /or pledge of borrowers current assets,namely, stock of raw materials, semi finished and finished goods, stores and spares not relating to plant and machinery (consumable stores and spares), bills receivable and book debts and all movable current assets , both present and future.

First pari passu charge on immovable and movable assets of the Company both present and future including its location at (i)factory at A-117,TTC Industrial area, Pawana Village, Navi Mumbai-400 705 (ii) office premises at 501/502 Delta Technology Street, Hiranandani Gardens, Powai, Mumbai - 400 076 and

(iii)immovable properties of Eurotech Cylinders Private Limited, situated at EL-29, TTC Industrial Area, Mahape, Navi Mumbai 400 701 (only for IDBI Bank Limited).

Personal guarantees of Nitin M. Shah and Rahul N. Shah.

20. Credit facilities availed

Working capital loan and other non-fund based facilities.

21. Rate of interest ranges from 11.65% to 14.5% per annum.

22. IDBI Bank Limited:

23. Primary security: First pari passu charge on immovable properties of Eurotech Cylinders Private Limited at EL-29, TTC, Navi Mumbai 400 705.

Collateral security: Second pari passu charge on (i) entire current assets and movable assets of the Company both present and future (ii) 501/502 Delta, Technology Street, Hiranandani Gardens, Powai, Mumbai 400076 and its factory at A-117, TTC Industrial Area, Pawana Village, Navi Mumbai 400 705. Pledge of promoters shares held in the Company to the extent of 100% of the exposure.

Personal guarantees of the Nitn M. Shah and Rahul N. Shah.

24. Credit facilities availed: Standby letter of credit.

25. Axis Bank Limited:

26. Primary security: Negative lien on receivables of Nitin Ventures FZE and New Age Company LLC .

27. Collateral security: Pledge of the Company’s shares having aggregate market value of atleast 75% of the facility amount.

Pari passu second charge on fixed assets of the Companys (i) factory at A-117,TTC Industrial area, Pawana Village, Navi Mumbai-400 705 (ii) office premises at 501/502 Delta Technology Street, Hiranandani Gardens, Powai, Mumbai - 400 076 and (iii) on the entire current assets of the Company both present and future.

PDC’s for the facility amount of Nitin Ventures FZE and New Age Company LLC to the Dubai branch of the bank.

Personal guarantees of Nitn M. Shah and Rahul N. Shah.

28. Credit facilities availed

Stand by letter of credit.

29. Details of default: The Company has defaulted in the repayment of its loans to banks from February 2016 onwards. An amount of Rs,238,826,241 (P.Y. Rs, Nil) on account of principal and Rs,10,740,795 (P.Y. Rs, Nil) on account of Interest aggregating to Rs,249,567,036 (P.Y. Rs, Nil) are overdue as at March 31, 2016. Subsequent to the date of the Balance Sheet, the Company has paid Rs, 238,826,241 on account of principal and Rs, 8,140,465 on account of interest aggregating to Rs, 246,966,706.

(* There are no unpaid dividends which are required to be transferred to Investor Education and Protection Fund)

30. In view of book profits being in excess of taxable profits for the year ended March 31, 2016, as per computation of income, the provision for tax has been made as per MAT under section 115JB of the Income Tax Act, 1961. The Company is entitled to avail credit under section 115JAA (1A) which will be availed as and when due.

31. Sales include manufacturing sales of Rs, 5,695,875 (P.Y. Rs, 5,845,658) and materials and components consumed includes raw materials consumed for manufacturing activates amounting to Rs, 4,770,295 (P.Y.Rs, 4,987,741).

32. Relating to the exposure of Rs, 457,844,451 in Equity Shares of Worthington Nitin Cylinders Private Limited (WNCPL) as at March 31, 2016:The Company’s management had carried out the valuation of fixed assets of WNCPL from an independent value to substantiate the recoverability of the investment as at March 31, 2016. However, in the absence of the fair value of the investment as required under Accounting Standard 13 ‘Accounting for Investments’ and audited financial statements for the years ended March 31, 2014, March 31, 2015 and March 31, 2016, the Management is unable to comment on the impairment, if any, on the carrying amount of the investment.

33. Previous year:

Current year’s figures are stated in bold prints and previous year’s figures are regrouped/restated wherever considered necessary.


Mar 31, 2014

(A) Background and nature of operations:

"Nitin Fire Protection Industries Limited (NFPIL or the ''Company'') was incorporated in Mumbai, India on September 4, 1995 as a public limited company under the ''Companies Act, 1956'' (the ''Act''). The Company''s business activity is that of manufacturing fire fighting equipment (gas based and water based fire extinguishers) under the brand name ''NITIE'' (also certified by the Bureau of Indian Standard (BIS)), providing turnkey solutions including procurement, designing, system integration, commissioning and installation of fire fighting systems including annual maintenance contracts for fire protection systems. The Company undertakes above activities from Maharashtra and Andhra Pradesh and has marketing offices in Maharashtra, Tamil Nadu, Andhra Pradesh, Gujarat and Uttar Pradesh. As part of its business activities, the Company has formed/acquired domestic/foreign subsidiaries (including a step down foreign subsidiary), has a stake in an associate and invested in a non-integrated un-incorporated joint venture for crude oil. NFPIL is a ISO 9001:2000 certified Company.

The Company made an initial public offer (''IPO'') in India in May 2007 and its shares are listed on the Bombay Stock Exchange Limited and the National Stock Exchange Limited."

(B) Basis of preparation of financial statements:

(i) The accompanying financial statements have been prepared and presented in accordance with Indian Generally Accepted Accounting Principles (GAAP), under the historical cost convention (except for revaluation of certain fixed assets) and follows accrual basis of accounting. GAAP comprises mandatory accounting standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) issued by the Central Government in exercise of the powers conferred under sub-section (I)

(a) of section 642, the relevant provisions of the Act (to the extent applicable), guidelines issued by the Securities and Exchange Board of India and the provisions of the Companies Act, 2013 (to the extent notified). GAAP also includes other relevant pronouncements of the Institute of Chartered Accountants of India (ICAI). Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis.

(ii) The preparation of the financial statements in conformity with GAAP requires the Management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting periods. These estimates are based upon the Management''s best knowledge of current events and actions. Actual results could differ from these estimates.

Terms/rights attached to equity shares

Each holder of equity shares is entitled to one vote per equity share. They are entitled to receive dividend proposed by the Board of Directors and approved by shareholders in General Meeting, right to receive annual report and other quarterly / half yearly / annual publications and right to get new shares proportionately in case of issuance of additional shares by the Company.

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

Pursuant to the approval of the Board of Directors, for buy back of equity shares under Section 77A of the Act up to 10% of the paid up equity share capital and free reserves of the Company aggregating to Rs. 149,000,000, at a maximum price of Rs. 66.60 per equity share, the Company has bought back 1,346,583 equity shares through open market transactions for an aggregate amount of Rs. 76,986,186 by utilising Securities Premium Account to the extent of Rs. 74,293,020.

Short term borrowings

IDBI Bank Limited:

Primary security: First pari pasu charge on inventory and book debts and entire movable assets of the Company, both present and future.

Collateral security: First pari passu charge on the movable and immovable fixed assets of the Company both present and future including its location at its factory at A-117, TTC Industrial Area, Pawana Village, Navi Mumbai and office premises at 501/502 Delta, Technology Street, Hiranandani Gardens, Powai, Mumbai 400076, equitable mortgage (first charge) of premises belonging to a domestic subsidiary viz. Eurotech Cylinders Private Limited located at EL-29, TTC Industrial Area, Mahape, Navi Mumbai 400 701.

Personal guarantees of the Managing Director and a Whole Time Director aggregating to Rs. 1,600,000,000 (P.Y.?1,600,000,000). For SBLC facility, further secured by pledge of 14,070,000 (P.Y.14,070,000) shares of the Company (belonging to the Director of the Company).

Credit facilities availed:

Working capital loan, stand by letter of credit and other non-fund based facilities.

Axis Bank Limited:

Primary security: First pari passu charge on the current assets of the Company, both present and future, negative lien on the receivables of a foreign subsidiary viz. Nitin Ventures FZE.

Collateral security: Pari passu charge on the fixed assets of the Company at its factory at A-117,TTC Industrial area, Pawana Village, Navi Mumbai and also pari passu charge on office premises at 501/502 Delta Technology Street, Hiranandani Gardens, Powai and pledge of 14,000,000 (P.Y.12,250,000) shares of the Company (belonging to promoters of the Company) and personal guarantees of the Managing Director and a Whole Time Director aggregating to Rs. 1,712,000,000 (P.Y.Rs. 1,485,000,000).

Credit facilities availed

Working capital loan, stand by letter of credit and other non-fund based facilities.

Yes Bank Limited:

Primary security: First pari pasu charge on inventory and book debts and entire movable assets of the Company, both present and future.

Collateral security: First pari passu charge on the movable and immovable fixed assets of the Company both present and future including its location at its factory at A-117, TTC Industrial Area, Pawana Village, Navi Mumbai and office premises at 501/502 Delta, Technology Street, Hiranandani Gardens, Powai, Mumbai 400076.

Personal guarantee of a Whole Time Director aggregating to Rs. Nil (P.Y.Rs. 430,000,000) and pledge of Nil (P.Y.10,100,000) shares of the Company (belonging to the promoters of the Company).

Credit facilities availed:

Working capital loan, stand by letter of credit and other non-fund based facilities.

The facilities as above are fully satisfied on October 9, 2013.

Bank of Baroda

Primary security: First pari passu charge on the inventory and book debts and entire movable assets of the Company , both present and future with other consortium member banks.

Collateral security: First pari passu charge on the movable and immovable fixed assets of the Company both present and future including its location at its factory at A-117, TTC Industrial Area, Pawana Village, Navi Mumbai and office premises at 501/502 Delta, Technology Street, Hiranandani Gardens, Powai, Mumbai 400076.

Personal guarantee of the Managing Director and a Whole Time Director aggregating to Rs. 890,000,000 (P.Y. Rs. 890,000,000) .

Credit facilities availed:

Working capital loan and other non-fund based facilities.

Dena Bank

Primary security: First pari pasu charge on inventory and book debts and entire movable assets of the Company, both present and future.

Collateral security: First pari passu charge on the movable and immovable fixed assets of the Company both present and future including its location at its factory at A-117, TTC Industrial Area, Pawana Village, Navi Mumbai and office premises at 501/502 Delta, Technology Street, Hiranandani Gardens, Powai, Mumbai 400076.

Personal guarantee of the Manging Director and a Whole Time Director aggregating to Rs. 300,000,000 (P.Y.Nil).

Credit facilities availed:

Working capital loan and other non-fund based facilities from September 30, 2013.

Segment information:

As the Company publishes standalone financial statements along with the consolidated financial statements in the annual report, in terms of AS-17 ''Segment Reporting'', segment information has been provided in the Notes to the Consolidated Financial Statements.

Operating lease:

Note: The impact of escalation in lease payments which may arise is not considered due to its uncertainty.

(a) Lease payments recognized in the Statement of Profit and Loss: Rs. 1,173,611 (P. Y. Rs. 2,175,642).

(b) Lease rentals are charged on the basis of agreed terms.

Disclosures in respect of a joint venture:

The joint venture (as above) for oil and gas producing activities is under exploratory phase. Hence, disclosures required viz. net quantities of the Company''s interest in proved reserves and proved developed reserves of oil (including condensate and natural gas liquids), gas at the beginning and additions, deductions, production and closing balance of the year and the above disclosures on geographical basis required pursuant to the Guidance Note on Accounting for Oil and Gas Producing Activities issued by the ICAI are currently not applicable.

Disclosure as per clause 32 of the Listing Agreement:

(a) Loans and advances shown above fall under the category of loans and advances in the nature of loans where there is no repayment schedule, is repayable on demand and is interest free.

(b) As at the year-end, the Company has no loans and advances in the nature of loans to associates, wherein there is no repayment schedule or repayment is beyond seven years and has no loans and advances to firms/companies in which the directors are interested.

(c) The above subsidiaries have not made investments in the shares of the Company.

(d) Loans to employees have been considered to be outside the purview of disclosure requirements.

* Consequent to dilution of equity stake in Worthington Nitin Cylinders Private Limited in December 2010, the Company has taken over the outstanding claim of a derivative contract amounting to Rs. 50,133,481 (excluding interest). The Company has obtained a legal opinion which states that the said contract is in violation of the RBI regulations and hence, no liability is expected. Further, the Company has filed a petition in the Hon''ble High Court of Bombay challenging the legality of the contract. Pending decision, no provision is made in the books of account.

Financial statements of subsidiaries (including a step down subsidiary):

The Ministry of Corporate Affairs, Government of India vide its General Circular No.2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted general exemption from compliance of section 212 of the Act, subject to fulfillment of conditions stipulated therein. The Company has satisfied the conditions stipulated therein and hence entitled to exemption. Necessary information relating to subsidiaries (including a step down subsidiary) has been included in the consolidated financial statements.

Notes:

(a) Related party relationships are as identified by the Company on the basis of information available and accepted by the auditors.

(b) No amount has been written off or written back in respect of debts due from or to related party.

(c) The above particulars does not include receivables/payables on account of re-imbursement of expenses, if any.

Contingent liabilities not provided for in respect of :*

No Particulars As at As at March 31, 2014 March 31, 2013 Rs. Rs.

i Performance/bid-bond guarantees 52,574,026 48,727,102

ii Corporate financial guarantees provided on behalf of a domestic subsidiary

- Limit 150,000,000 150,000,000

- Outstanding 124,222,229 98,825,912

iii Standby letters of credit provided on behalf of foreign subsidiaries (including a step down subsidiary) and an associate

- Limit (includes exchange rate translation difference, if any) 1,256,788,816 1,384,303,143

- Outstanding 1,243,522,868 1,384,303,143

iv Claim against the Company not acknowledged as debt:

- Income Tax demand for A. Y. 2010-11 - 4,752,314

(* other than attributable to a interest in a joint venture-Refer Note 32)

Note:

Contingent liabilities in respect of above matters arising in the ordinary course of business, it is anticipated that no material liabilities will arise.

* During the year, the Registrar of Companies has carried out re-inspection of books of account under section 209 A of the Act and has issued show cause notices for non -compliance of few sections of the Act. Pursuant to above, the Company has filed petitions with the respective authority for compounding of such offences and based on legal opinion obtained, has provided Rs. 450,000 as maximum penalty pending disposal of the petitions as on the Balance Sheet date.

* In view of book profits being in excess of taxable profits, as per computation of income, the provision for tax has been made as per MAT under section 115JB of the Income Tax Act, 1961. The Company is entitled to avail credit under section section 115JAA (1A) which will be availed as and when due.

* The Company has established a comprehensive system of maintenance of information and documents as required by transfer pricing legislation under the provisions of the Income Tax Act, 1961 for its domestic / international transactions. The Management is of the opinion that all above transactions are at arm''s length so that aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

* Sales include manufacturing sales of Rs. 4,769,789 (P.Y. Rs. 4,973,322) and materials and components consumed includes raw materials consumed for manufacturing activites amounting to Rs. 4,125,867 (P.Y. Rs. 4,326,790).

* The Company has an investment of Rs. 461,154,781 (P.Y. Rs. 461,154,781) in equity shares of WNCPL. Based on unaudited financial statements, the net worth of WNCPL has been substantially eroded as at March 31, 2014. As the Management intends to sell the investment in near future, the cost of investment in shares has been transferred to ''Other Current Assets''. The Management considers investment in WNCPL to be ''Good'' and adequately covered based on the valuation of fixed assets and net current assets of WNCPL as at March 31, 2014. Hence, barring unforeseen circumstances, the Company expects full realisability of the same in near future. Accordingly, no provision for diminution in the value of investments is required.


Mar 31, 2013

1. (A) Background and nature of operations:

Nitin Fire Protection Industries Limited (NFPIL or the ''Company'') was incorporated in Mumbai, India on September 4, 1995 as a public limited company under the ''Companies Act, 1956'' (the ''Act''). The Company''s business activity is that of manufacturing fire fighting equipment (gas based and water based fire extinguishers) under the brand name ''NITIE'' (also certified by the Bureau of Indian Standard (BIS)), providing turnkey solutions including procurement, designing, system integration, commissioning and installation of safety and security solutions, manufacturing compressed natural gas (CNG) cascades and execution of annual maintenance contracts for fire protection systems. The Company undertakes above activities from Maharashtra and Andhra Pradesh and has marketing offices in Maharashtra and Tamil Nadu. As part of its business activities, the Company has formed/acquired domestic/foreign subsidiaries (including a step down foreign subsidiary), has a stake in an associate and invested in a non-integrated un-incorporated joint venture for crude oil. NFPIL is a ISO 9001:2000 certified Company, is authorised to use LPCB mark for its various fire fighting systems and some of its products used in fire fighting systems are UL approved. The Company made an initial public offer (''IPO'') in May 2007 and its shares are listed on the Bombay Stock Exchange Limited and the National Stock Exchange Limited.

(B) Basis of preparation of financial statements:

(i) The accompanying financial statements have been prepared and presented in accordance with Indian Generally Accepted Accounting Principles (GAAP), under the historical cost convention (except for revaluation of certain fixed assets) and follows accrual basis of accounting. GAAP comprises mandatory accounting standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) issued by the Central Government in exercise of the powers conferred under sub-section (I) (a) of section 642, the relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India. GAAP also includes other relevant pronouncements of the Institute of Chartered Accountants of India (ICAI). Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis.

(ii) The preparation of the financial statements in conformity with GAAP requires the management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting periods. These estimates are based upon the management''s best knowledge of current events and actions. Actual results could differ from these estimates.

2.1 The Company is registered as a small scale entrepreneur under Ministry of Small Scale Industries. Hence, in view ofthe same the Company is not liable to collect and pay excise duty on sale of products.

3 Segment information:

As the Company publishes standalone financial statements along with the consolidated financial statements in the annual report, in terms of AS-17 ''Segment Reporting'', segment information has been provided in the Notes to the Consolidated Financial Statements.

4.1 The joint venture (as above) for oil and gas producing activities is under exploratory phase. Hence, disclosures required viz. net quantities of the Company''s interest in proved reserves and proved developed reserves of oil (including condensate and natural gas liquids), gas at the beginning and additions, deductions, production and closing balance of the year and the above disclosures on geographical basis required pursuant to the Guidance Note on Accounting for Oil and Gas Producing Activities issued by the ICAI are currently not applicable.

5 Consequent to dilution of equity stake in Worthington Nitin Cylinders Private Limited in December 2010, the Company has taken over the outstanding claim of a derivative contract amounting to Rs. 50,133,481 (excluding interest). The Company has obtained a legal opinion which states that the said contract is in violation of the RBI regulations and hence, no liability is expected. Further, the Company has filed a petition in the Hon''ble High Court of Bombay challenging the legality ofthe contract. Pending decision, no provision is made in the books of account.

6 Derivative instruments and unhedged foreign currency exposure:

(a) No derivative instruments were outstanding at the close ofthe year.

(b) The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:

7 Financial statements of subsidiaries (including a step down subsidiary):

The Ministry of Corporate Affairs, Government of India vide its General Circular No.2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted general exemption from compliance of section 212 ofthe Act, subject to fulfillment of conditions stipulated therein. The Company has satisfied the conditions stipulated therein and hence entitled to exemption. Necessary information relating to subsidiaries (including a step down subsidiary) has been included in the consolidated financial statements.

8 Commitments:

Estimated amount of contracts remaining to be executed on capital account (net of advances, unsecured and considered good) : Rs. 255,369,550 (Rs.46,663,843)

9 During the year the Company has complied with AS-7 in respect ofthe revenues generated from composite contracts and hence the sales have been under stated by Rs. 36,301,395 and the cost of goods sold has been under stated by Rs. 32,725,819.

10 During the year, the Registrar of Companies has carried out the inspection of books of account under section 209 A of the Act and has issued show cause notices to the Company for non -compliance of few sections of the Act. The Company has filed petitions with the Company Law Board for compounding of such offences on January 28, 2013. The Company has provided Rs. 450,000 as maximum penalty pending the disposal ofthe petitions as on the balance sheet date.

11 Previous year:

Current year''s figures are stated in bold prints and previous years figures are regrouped/restated wherever considered necessary.


Mar 31, 2012

1. (A) Background and nature of operations:

Nitin Fire Protection Industries Limited (NFPIL or the 'Company') was incorporated in Mumbai, India on September 4, 1995 as a public limited company under the 'Companies Act, 1956' (the 'Act'). The Company's business activity is that of manufacturing fire fighting equipment (gas based and water based fire extinguishers) under the brand name 'NITIE' (also certified by the Bureau of Indian Standard (BIS)), providing turnkey solutions including procurement, designing, system integration, commissioning and installation of safety and security solutions, manufacturing compressed natural gas (CNG) cascades and execution of annual maintenance contracts for fire protection systems. The Company undertakes above activities from Maharashtra, Andhra Pradesh and Himachal Pradesh and has marketing offices in Maharashtra and Tamil Nadu. As part of its business activities, the Company has formed/acquired domestic/foreign subsidiaries (including a step down foreign subsidiary), has a stake in an associate and invested in a non-integrated un- incorporated joint venture for crude oil. NFPIL is a ISO 9001:2000 certified Company, is authorised to use LPCB mark for its various fire fighting systems and some of its products used in fire fighting systems are UL approved.

The Company made an initial public offer ('IPO') in May 2007 and its shares are listed on the Bombay Stock Exchange Limited and the National Stock Exchange Limited.

(B) Basis of preparation of financial statements:

(i) The accompanying financial statements have been prepared and presented in accordance with the Indian Generally Accepted Accounting Principles (GAAP), under the historical cost convention (except for revaluation of certain fixed assets) and follows accrual basis of accounting. GAAP comprises mandatory accounting standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) issued by the Central Government in exercise of the power conferred under sub-section (I) (a) of section 642, the relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India. GAAP also includes other relevant pronouncements of the Institute of Chartered Accountants of India (ICAI). Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis.

(ii) The preparation of the financial statements in conformity with GAAP requires the management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting periods. These estimates are based upon the management's best knowledge of current events and actions. Actual results could differ from these estimates.

2.1 Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended March 31, 2012, the amount of per share dividend recognised as distribution to equity shareholders was Rs. 0.40 (March 31, 2011:Rs. 1.00)

In the event of liquidation of the Company, the distribution of net assets to equity holders will be in proportion to the number of equity shares held by the shareholders.

3.1 IDBI Bank Limited:

3.1.1 Primary security: First charge on inventory and book debts

31.2 Collateral security: First pari passu charge on the fixed assets of the Company at its factory at A-117, TTC Industrial Area, Pawana Village, Navi Mumbai and office premises at 501/502 Delta, Technology Street, Hiranandani Gardens, Powai, Mumbai 400076, equitable mortgage (first charge) of premises belonging to a domestic subsidiary viz. Eurotech Cylinders Private Limited located at EL-29, TTC Industrial Area, Mahape, Navi Mumbai 400 701.

Personal guarantees of the Managing Director and a Whole Time Director aggregating to Rs. 1,270,000,000 (Rs.1,070,000,000) and pledge of 14,070,000 (4,020,000) shares of the Company (belonging to the promoters of the Company)

3.1.3. Credit facilities availed:

Working capital loan, stand by letter of credit and other non-fund based facilities.

3.2 Axis Bank Limited:

3.2.1 Primary security: Pari passu charge on the current assets of the Company, negative lien on the receivables of a foreign subsidiary viz. Nitin Ventures FZE and second charge on the current / fixed assets of the Company.

3.2.2 Collateral security: Pari passu charge on the fixed assets of the Company and pledge of 26,250,000 (7,500,000) shares of the Company (belonging to the promoters of the Company) and personal guarantees of the Managing Director and a Whole Time Director aggregating to Rs. 1,235,000,000 C 1,220,000,000).

3.2.3 Credit facilities availed

Working capital loan, stand by letter of credit and other non-fund based facilities.

3.3 Yes Bank Limited:

3.3.1 Primary security: First exclusive charge by way of hypothecation on the specific goods purchased and debtors arising out of sale of such goods and on the underlying debtors of post shipment in foreign currency.

3.3.2 Personal guarantee of a Whole Time Director aggregating to Rs. 700,000,000 (Rs.200,000,000) and pledge of 27,000,000 (Nil) shares of the Company (belonging to the promoters of the Company).

3.3.3 Credit facilities availed:

Letters of undertaking for buyers credit and post shipment credit in foreign currency.

In assessing the Company's post retirement liabilities, the Company monitors mortality assumptions and uses up-to-date mortality tables. The base being the LiC 1994-96 ultimate tables.

Expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

The estimates of future salary increase, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

* The surplus of plan assets over defined benefit obligation has not been recognized as the Company believes there is no amount recoverable in cash from the LIC of India.

** The details of the composition of the plan assets, by category, from the insurers have not been received and hence the disclosures as required by Accounting Standard (AS) - 15 in "Employee Benefits" have not been given.

Note : The values of materials and components consumed have been arrived on the basis of opening inventories plus purchases less closing inventories. The consumption is net of adjustments for shortages/excess, if any.

4 Segment information:

As the Company publishes standalone financial statements along with the consolidated financial statements in the annual report, in terms of AS-17 'Segment Reporting', segment information has been provided in the Notes to the Consolidated Financial Statements.

Note: The impact of escalation in lease payments which may arise is not considered due to its uncertainty.

(b) Lease payments recognized in the Statement of Profit and Loss: Rs. 8,281,838 ( Rs. 2,287,730)

(C) Lease rentals are charged on the basis of agreed terms.

5 Disclosures in respect of a joint venture:

Information as required by AS-27 'Financial Reporting of Interests in Joint Ventures':

(a) Name of the field in a joint venture, description of interest etc.:

5.1 The joint venture (as above) for oil and gas producing activities is under exploratory phase. Hence, disclosures required viz. net quantities of the Company's interest in proved reserves and proved developed reserves of oil (including condensate and natural gas liquids), gas at the beginning and additions, deductions, production and closing balance of the year and the above disclosures on geographical basis required pursuant to the Guidance Note on Accounting for Oil and Gas Producing Activities issued by the ICAI are currently not applicable.

6 Taxation:

The Company is entitled to avail credit in respect of an earlier year under section 115JAA (1A) of the Income Tax Act, 1961, which will be availed as and when due.

7 In terms of provision of sub section 1A of Section 115 O of the Income Tax Act, 1961, in the previous year ended March 31, 2011 the Company has taken credit of corporate dividend tax aggregating to Rs. 5,813,063 on account of dividends received from its subsidiaries.

(a) Loans and advances shown above to a domestic subsidiary fall under the category of loans and advances in the nature of loans where there is no repayment schedule, is repayable on demand and is interest free.

(b) As at the year-end, the Company has no loans and advances in the nature of loans to associates, wherein there is no repayment schedule or repayment is beyond seven years and has no loans and advances to firms/companies in which the directors are interested.

(c) The above subsidiary/associate has not made investments in the shares of the Company.

(d) Loans to employees have been considered to be outside the purview of disclosure requirements.

(e) The above particulars do not include share application money pending allotment of equity shares.

8 Consequent to dilution of equity stake in Worthington Nitin Cylinders Private Limited in December 2010, the Company has taken over the outstanding claim of a derivative contract amounting to Rs. 50,133,481 (excluding interest). The Company has obtained a legal opinion which states that the said contract is in violation of the RBI regulations and hence, no liability is expected. Further, the Company has filed a petition in the Hon'ble High Court of Bombay challenging the legality of the contract. Pending decision, no provision is made in the books of account.

9 Financial statements of subsidiaries (including a step down subsidiary):

The Ministry of Corporate Affairs, Government of India vide its General Circular No.2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted general exemption from compliance of section 212 of the Act, subject to fulfillment of conditions stipulated therein. The Company has satisfied the conditions stipulated therein and hence entitled to exemption. Necessary information relating to subsidiaries (including a step down subsidiary) has been included in the consolidated financial statements.

Notes:

(a) Related party relationships are as identified by the Company on the basis of information available and accepted by the auditors.

(b) No amount has been written off or written back in respect of debts due from or to related party.

(c) The above particulars does not include outstanding in respect of personal financial guarantees given by the KMP's and towards re- imbursement of expenses.

10 Contingent liabilities not provided for in respect of :*

No Particulars As at As at March 31, 2012 March 31, 2011 Rs. Rs.

i Performance/bid-bond guarantees 31,611,510 7,949,105

ii Un-expired letters of credit 1,913,528 2,411,100

iii Corporate financial guarantees provided on behalf of domestic subsidiaries

- Limit 150,000,000 325,000,000

- Outstanding 110,807,279 189,876,359

iv Standby letters of credit provided on behalf of foreign subsidiaries (including a step down subsidiary) and an associate

- Limit 1,361,500,000 1,130,000,000

- Outstanding 1,012,171,514 1,095,417,500

(* other than attributable to a interest in a joint venture-Refer Note 28)

Note:

Contingent liabilities in respect of above matters arising in the ordinary course of business, it is anticipated that no material liabilities will arise.

11 Commitments:

11.1 Estimated amount of contracts remaining to be executed on capital account (net of advances, unsecured and considered good) : Rs. 46,663,843(Rs.Nil)

12 Pursuant to the Scheme of Amalgamation (Scheme) under section 391 to section 394 of the Act, approved by the Hon'ble High Court of Bombay vide its order dated January 13, 2012 which became effective on March 5, 2012 on filing of the certified copy of the order of the

Hon'ble High Court in the office of the Registrar of Companies, w.e.f. April 1, 2010, the appointed date of the Scheme:

(a) The entire businesses of Alert Fire Protection Systems Private Limited (Alert) and Logicon Building Systems Private Limited (Logicon), wholly owned subsidiaries of the Company, engaged in the business of purchase and supply of fire alarm and detection equipments, control panels and related components/spare parts and setting up of turnkey contracts for intelligent building management systems, clean agent and fire detection alarm system including water based hydrant systems, CCTV and security systems including designing, integration, installation of such systems and maintenance services respectively, has been transferred to the Company.

(b) The amalgamation has been accounted for under the 'pooling of interests' method, being an amalgamation in the nature of merger, as prescribed by the Accounting Standard AS-14, 'Accounting for Amalgamations' issued by the Companies (Accounting Standards) Rules, 2006.

(c) There were no material differences in accounting policies between the amalgamated company and the amalgamating companies.

(d) As Alert and Logicon are wholly owned subsidiaries of the Company, no consideration is paid and 10,000 equity shares of Alert and 17,500 equity shares of Logicon stand's cancelled.

(e) All expenses pertaining to amalgamation have been debited to Amalgamation Reserve Account.

(g) The balance in Amalgamation Reserve after the above said effects has been transferred to General Reserve.

(h) Authorised share capital of the amalgamating companies has been added to the authorised share capital of the amalgamated company.

13 Disclosure under Micro, Small and Medium Enterprises Development Act, 2006

The Company is in the process of obtaining necessary information relating to the registration status of suppliers under the Micro, Small and Medium Enterprises Development Act, 2006. Hence, the information required under the said Act, could not be compiled and disclosed.

14 Previous year:

As notified by Ministry of Corporate Affairs, Revised Schedule VI under the Companies Act, 1956 is applicable to the Financial Statements for the financial year commencing on or after 1st April, 2011. Accordingly, the financial statements for the year ended March 31, 2012 are prepared in accordance with the Revised Schedule VI. The amounts and disclosures included in the financial statements of the previous year have been reclassified to conform to the requirements of Revised Schedule VI." Current year's figures are stated in bold prints and pursuant to disclosure in Note 37 above, the same are not comparable with those ofthe previous year to that extent.


Mar 31, 2011

1. (A) Background and nature of operations:

Nitin Fire Protection Industries Limited (NFPIL or the 'Company') was incorporated in Mumbai, India on September 4, 1995 as a public limited company under the 'Companies Act, 1956' (the Act'). The Company's business activity is that of manufacturing fire fighting equipment (gas based and water based fire extinguishers) under the brand name 'NITIE' (also certified by the Bureau of Indian Standard (BIS)), providing turnkey solutions including procurement, designing, system integration, commissioning and installation of safety and security solutions, manufacturing compressed natural gas (CNG) cascades and execution of annual maintenance contracts for fire protection systems. The Company undertakes above activities from Maharashtra, Andhra Pradesh and Himachal Pradesh and has marketing offices in Maharashtra and Tamil Nadu. As part of its business activities, the Company has formed/acquired domestic/foreign subsidiaries (including a step downforeign subsidiary), has a stake in an associate andhas entered into a non-integrated un-incorporated joint venture for oil exploration block. NFPIL is a ISO 9001:2000 certified Company, is authorised to use LPCB mark for its various fire fighting systems and some of its products used in fire fighting systems are UL approved.

The Company made an initial public offer ('IPO') in May 2007 and its shares are listed on the Bombay Stock Exchange Limited and the National Stock Exchange Limited.

(B) Basis of preparation of financial statements:

(i) The accompanying financial statements have been prepared and presented in accordance with Indian Generally Accepted AccountmgPrmciples (GAAP), under the historical cost convention (except for revaluation of certam fixed assets) on accrual basis of accountg. GAAP comprises mandatory accounting standards notified under the Companies(AccountmgStandards) Rules, 2006 (as amended) issued by the Central Government in exercise of the power conferred under sub-section (I) (a) of section 642,the relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India. GAAP also includes other relevant pronouncements of the Institute of Chartered Accountants of India (ICAI). Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis.

(ii) The preparation of the financial statements in conformity with GAAP requires the management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting periods. These estimates are based upon the management's best knowledge of current events and actions Actual results could differ from these estimates.

3. Sub division of shares

Effective November 8, 2010 the Company has subdivided the face value of equity shares from Rs. 10 each to Rs. 2 each (sub division), after obtaining shareholders' approval vide special resolution passed in the 15* Annual General Meeting of the Company held on September 21, 2010. The basic and diluted earnings pe,"share disclosed (Refer Note 13 below) have been computed for the current year and recomputed for the previous year based on the revised face value of Rs. 2 each.

4. Contingent liabilities not provided for in respect of:

(Other than attributable to ajoint venture (ReferNote 17, below)

Sr.No. Particulars As at As at

March 31, 2011 March 31, 2010

(Rs.) (Rs.)

(i) Performance/bid-bond guarantees 7,949,105 59,034,403 (fixed deposits deposited Rs. 433,915 (Rs. 713,915) and mortgage of fixed assets provided).

(ii) Un-expired letters of credit 2,411,100 Nil

(iii) Corporate financial guarantees provided on behalf of domestic Subsidiaries

-Limit 325,000,000 1,206,000,000 -Outstanding 189,876,359 662,512,542

(iv) Standby letter of credit provided on behalf of foreign subsidiaries

(including a step down subsidiary) and an associate

-Limit 1,130,000,000 240,000,000

-Outstanding 1,095,417,500 232,471,000

(v) Income tax matter disputed in an appeal Nil 593,529

Note: Contingent liabilities in respect of above matters arising in the ordinary course of business, it is anticipated that no material liabilities will arise.

5. Details of secured loans:

Sr. no. Name of the lender Security created/credit facilities availed

(a) IDBI Bank Limited Security created:

Primary- First charge on inventory andbook debts Collateral:

Second charge on: the fixed assets of the Company at its factory at A -117, TTC Industrial Area, Pawana Village, Navi Mumbai and office premises at 501/502 Delta, Technology Street, Hiranandani Gardens, Powai, Mumbai 400076, equitable mortgage (first charge) of premises belonging to a domestic subsidiary viz. Eurotech Cylinder Private Limited located at EL-29, TTC Industrial Area, Mahape, Navi Mumbai 400 701.

Personal guarantees ofthe Managing Director and a Whole time director aggregating to Rs. 1,070,000,000 (Rs. 600,000,000).

Credit facilities availed: Working capital loan, stand by letter of credit and other non-fund based facilities.

(b) Axis Bank Limited Security created:

Primary :

Pari passu charge on the current assets ofthe Company, negative lien on the receivables of a

foreigi subsidiary viz. Nitin Ventures Fze, second charge on the current and fixed assets of the Company.

Collateral:

Pari passu charge on the fixed assets of the Company and pledge of 7,500,000(500,000ofRs.10

each) shares ofthe Company (belonging to the promoters of the Company) and personal guarantees of the Managing Director and a Whole time director aggregating to 11,220,000,000 (Rs. 340 000,000).

Credit facilities availed:

Working capital loan, stand by letter of credit and other non-fund based facilities.

(c) Yes Bank Limited Security created:

First exclusive charge by way of hypothecation on the specific goods purchased and debtors arising out of sale of such goods and on the underlying debtors of post shipment in foreign currency.

Personal guarantees of the Managing Director and a Whole time director aggregating to Rs.200,000,000 (Rs.Nil.)

Credit facilities availed:

Letters of undertaking for buyers credit and post shipment credit in foreign currency.

6. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006

The Company is in the process of obtaining necessary information relating to the registration status of suppliers under the Micro, Small and Medium Lerprises DevelopmentAct, 2006. Hence, the ^^

7. Information in terms of provisions of paragraphs 3,4C and 4D of Part II of Schedule VI to the Act:

(a) Licensed and installed capacity: Not applicable.

(b) The Ministry of Corporate Affairs, Government of rndia vide its General Notification No. S.O.301 (e) dated February 8, 2011 issued under section 211 (3) of the Act has exempted certain classes of companies from disclosing certain information in their profit and loss account. The Company being an export oriented unit is entitled to the exemption. AccordLgly, disclosures mandated by paragraphs 3(i)(a),3(ii)(a),3(ii)band3(ii)d of PartII of Schedule VI to the Act have not been disclosed.

8. Segment reporting:

As the Company publishes standalone financial statements along with the consolidated financial statements in theannual report, interms of AS-17'Segment Reporting', segment information has been prodded in the Notes to the Consolidated Financial Statements.

9. Employee Benefits:

a) Defined Contribution Plan:

Companyscontribution to Provident Fund Rs.886,509(Rs.l,059,246)

In assessing the Company's post retirement liabilities, the Company monitors mortality assumptions and uses up-to-date mortality tables.The base being the LIC1994-96 ultimate tables.

Expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

The estimates of future salary increase, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, suchas supply and demand in the employment market.

* The surplus of plan assets over defined benefit obligation has not been recognized as the Company believes there is no amount recoverable in cash from the LIC of mdia.

** The details of the composition of the plan assets, by category, from the insurers have not been received and hence the disclosures as required by Accounting Standard (AS) 15 in "Employee Benefits" have not been given.

10. Related party transactions:

(a) Parties where control/significant influence existand/orotherrelated parties with whom transactions have taken place include:

Domestic subsidiaries

Alert Fire Protection Systems Private Limited Eurotech Cylinders Private Limited Logicon Building Systems Private Limited

Foreign subsidiaries (including a step down subsidiary)

Nitin Ventures FZE, UAE

Nitin Global Pte Limited, Singapore (effective July 23,2009)

New Age Company LLC, UAE* (effective April 1,2010)

(*Associatefortheyear2009-10)

Un-incorporated Joint Venture

OilBlock(RJ-ONN-2004/l)(Ref.No.l9) (Name of the field in an un-incorporated joint venture)

Associate

Worthington Nitin Cylinders Limited(effectiveDecember29,2010)

(Earlier Nitin Cylinders Limited and domestic subsidiary upto

December28,2010, including forthe year 2009-10) (Refer Note 21 (b), below)

Key Management Personnel (KMP) Represented on the Board

Nitin M. Shah (Chairman and Managrng Director) Rahul N. Shah (Whole time Director)

Relatives of KMP

Saroj N. Shah (spouse of Nitin M. Shah)

KunalN. Shah (son ofNitinM. Shah)

NitinM.Shah(HUF)

RahulN.Shah(HUF)

ReshmaN. Shah (daughter of Nitin M. Shah)

11. Exchange differences:

Exchange gain included in the profit and loss accountRs. 9,124,632 (Rs.9,878,012).

b) Lease payments recognized in the Profit and Loss Account: Rs. 2,287,730 (Rs.1,968,754) 17.

Disclosuresin respect of a joint venture:

Information as required by AS27 Financial Reporting of Interests in Joint Ventures':

(b) Contingent liabilities in relation to interest in a joint venture: Rs. 46,439,705 (Rs. 18,020,678) and share in contingent liabilities jointly with other venturers:Rs.Nil(Rs.Nil).

(c) Share in contingent liabilities of a joint venture it self for which the Company is contingently liable:Rs.Nil(Rs. Nil).

(d) Contingent liabilities inrespect of liabilities of other venturers of ajoint venture:Rs.Nil(Rs. Nil).

(e) Capital commitments (net of advances) in relation to interests in a joint venture and not provided for: Rs. Nil (Rs. Nil) and its share in capital commitments (netofadvances) that have been incurred jointly with other venturers and not provided for:Rs.Nil(Rs. Nil).

(f) Company's share of capital commitments (net of advances) ofthejoint venturers themselves and not provided for: Rs. Nil(Rs. Nil). 18. Derivative instruments and unhedged foreign currency exposure:

(a) No derivative instruments were outstanding at the close of the year.

12. a. Associate becoming a step down subsidiary of the Company:

Pursuant to Nitin Ventures Fze a foreign subsidiary of the Parent Company increasing its ownership interest to 49% from 40% in New Age Co. LLC (New Age), New Age has become a step down subsidiary of the Parent Company by virtue of the said subsidiary vesting management control effective April 1,2010.

b. Domestic subsidiary becoming an associate of the Company:

Pursuant to sale of part stake in Worthington Nitin Cylinders Limited (WNCL) and increase in it's paid up share capital; WNCL has become an associate of the Parent Company effective December29,2010.

13. Consequent to dilution of equity stake in Worthington Nitin Cylinders Limited in December 2010, the Company has taken over the outstanding claim of a derivative contract amounting to Rs. 50,133,481 (excluding interest). The Company has obtained a legal opinion mentioning that the said contract is in violation of the RBI regulations and hence, no liability is expected. Further, the Company has filed a petition in the Hon'ble High Court of Bombay challenging the legality of the contract. Pending decision, no provision is made m the books ofaccount.

14. Financial statements of subsidiaries (including a step down subsidiary):

The Ministry of Corporate Affairs, Govemment of India vide its General Circular No.2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted general exemption from compliance of section 212 of the Act, subject to fulfillment of conditions stipulated therein. The Company haf satisfied the conditions stipulated therein and hence entitled to exemption. Necessary information relating to subsidiaries (including a step down subsidiary) has been included in the consolidated financial statements.

15. Taxation:

(a) In view of book profits being in excess of taxable profits, as per computation of income, the provision for tax has been made as per MAT under section 115 JB of the Income Tax Act, 1961. The Company is entitled to avail credit under section 115 JAA (1 A) which willbeavailedasandwhendue.

(b) Provision for current tax includesRs. 7,000 (Rs. 15,000) for wealthtax.

16. The joint venture (referred to innote 17 above) for oil and gas producing activities is under exploratory phase. Hence, disclosures required viz. net quantities of the Company's interest in proved reserves and proved developed reserves of oil (deluding condensate and natural gas liquids), gas at the beginning and additions, deductions, production and closmg balance of the year and the above disclosures on geographical basis required pursuant to the Guidance Note on Accounting for Oil and Gas Producing Activities issued by the ICAI are currently not applicable.

17. In terms of provision of sub section lAof Section 115 O ofthe Income TaxAct, 1961, the Company has taken credit of corporate dividend tax aggregating to Rs.5,813,063 (Rs.Nil) on account of dividends received from its subsidiaries.

18. Turnoverincludes income from services ofRs. 15,707,439 (f 8,736,456)

19. The Board of Directors ofthe Company in its board meeting held on February 11, 2011 has approved the amalgamation with itself of Alert Fire Protection Systems Private Limited and Logicon Building Systems Private Limited with April 1,2010 being the appointed date. In this regard, the Parent Company has received an inprinciple approval from both the stock exchanges The Parent Company has since filed ajoint petitionbefore the Hon'ble High Court of Bombay for the sanction of the scheme and approval is awaited.

20. The accounts of previous year were auditedby another Auditor and opening balances are as per such accounts.

21. Previous year:

Figures in parenthesis represent the corresponding previous year figures, which have also been regrouped/restated to conform to current year'spresentation,wher ever applicable and current year's figures are stated in bold prints.


Mar 31, 2010

1. (A) Background and nature of operations:

Nitin Fire Protection Industries Limited (NFPIL or the Company) was incorporated in Mumbai, India on September 4, 1995 as a public limited company under the Companies Act, 1956 (the Act). The Companys business activity is that of manufacturing fire fighting equipment (gas based and water based fire extinguishers) under the brand name NITIE (also certified by the Bureau of Indian Standard (BIS)), providing turnkey solutions including procurement, designing, system integration, commissioning and installation of safety and security solutions, manufacturing compressed natural gas (CNG) cascades and execution of annual maintenance contracts for fire protection systems. The CompLy undertakes above activities from Maharashtra, Andhra Pradesh and Himachal Pradesh and has marketing offices in Maharashtra and Tamil Nadu. As part of its business activities, the Company has formed/acquired wholly owned domestic/foreign subsidiaries and acquired stake in a foreign associate (share holding is through a foreign subsidiary) and has also enteredmtoanon4ntegratedun4ncorporated join tventure foroilex ploration block .NFPIL is aISO 9001 2000 certified Company, is authorised to use LPCB mark for its various fire fighting systems and some of its products used in fire fighting systems are UL approved. The Company is rated A-/Stable/P2+ by CRISIL for its various bank facilities.

The Company made an initial public offer (IPO) in May 2007 and its shares are listed for trading on the Bombay Stock Exchange Limited and the National Stock Exchange Limited.

2. Contingent liabilities not provided for in respect of:

Sr.No. Particulars As at As at March 31, 2010 March 31, 2010 (Rs.) (Rs.)

(i) Performance/bid-bond guarantees 77,055,081 26,659,755

(fixed deposits deposited Rs. 713,915(Rs. 1,435,857) and mortgage of fixed assets provided).

(ii) Corporate financial gu arantees provided on behalf of wholly owned domestic subsidiaries - Limit 1,206,000,000 1,105,000,000 - Outstanding 662,512,542 653,893,888

(hi) Standby letter of credit provided on behalf a wholly owned foreign subsidiary - Limit 240,000,000 Nil - Outstanding 232,471,000 Nil

(iv) Income tax matter disputed in an appeal 593,529 Nil

Note: Contingent liabilities in respect of above matters arising in the ordinary course of business, it is anticipated that no material liabilities willarrie.

3. Details of secured loans:

Sr.No. Nameofthelender Security created/credit facilities availed

(a) IDBI BankLimited Security created: Primary:

First charge on inventories andbook debts Collateral:

Second charge on: the fixed assets of the Company at its f actory at A-117, TTC Industrial Area, Pawanl Village, Navi Mumbai and office premises at 501 Delta, Technology Street,

Hiranandani Gardens, Powai, Mumbai 400076, equitable mortgage (first charge) of premises belonging to a domestic subsidiary viz. Eurotech Cylinders Prhate Limited located at EL-29, TTC rndustrial Area, Mahape, Navi Mumbai 400 701. Personal guarantees of the Managing Director and a Whole time director aggregating to Rs.600,000,000 (Rs. 360,000,000). Creditfacilities availed: Working capital loan and other nonfund based credit facilities.

Kb) AxisBankLimited Security created: Primary: Pari passu charge on the current assets of the Company, negative lien on the receivables of a foreign subsidiary viz. Nitin Ventures Fze, second charge on the current and fixed assets of the Company. Collateral:

Pari passu charge on the fixed assets of the Company and pledge of 500,000 shares of the

Company (belonging to the promoters of the Company) and personal guarantees of the Managing Director and a Whole time director ggregatingto Rs.340,000,000 (Rs.Nil).

Credit facilities availed: Working capital loan and stand by letter of credit.

4. There are no Micro, Small and Medium Enterprises to whom the Company owes dues which are outstanding for more than 45 days as at March 31, 2010.

The above information, as required to be disclosed under the Micro, Small and Medium Enterprises Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company which has been the Auditors.

Note: There are no opening and closing inventories of goods for resale.

(d) There being no common units of materials and components consumed, no quantitative information is given and each of them accounts forlessthan 10% of the total consumption.

5. Deferred taxation:

In terms of AS-22 Accounting for Taxes on Income, deferred tax liability included in the balance sheet relates to excess of depreciation and amortisation allowable under the Income Tax law over depreciation and amortisation provided in the books of account amounting to

Note:

The employee wise break up of liability on account of gratuity, based on estimation is not ascertainable. The amounts relatable to the Managing Director and a Wholetime Director is therefore, not considered above

The figures of the current year are only in respect of the Managing Director. Whereas, the previous years figures include also that of aWholetime Director.

6. Earnings per share (EPS):

The Company has not issued any potential equity shares and accordingly, the basic and diluted earnings per share are the same. Numbers usedforcalculating basic and diluted earnings per share are as statedbelow:

7. Related party transactions:

(a) Parties where control/significant influence exist and/or other related parties with whom transactions have taken place include:

Wholly owned domestic subsidiaries

Alert Fire Protection Systems Private Limited Eurotech Cylinders Private Limited Logicon Building Systems Private Limited Nitn Cylinders Limited

Wholly owned foreign subsidiaries Nitin Ventures FZE, UAE Nitin Global Pte Limited, Singapore (effective July 23,2009) Partnership firm EurotechCorporation Un-incorporatedJointVenture OilBlock(RJ-ONN-2004/l)(Ref.No.l9) (Nameofthefieldinanun-incorporatedjointventure)

Foreign associate New Age CompanyLLC

Key Management Personnel (KMP) Represented on the Board Nitin M. Shah (Chairman and Managing Director) Rahul N. Shah (Wholetime Director) Gopalkrishna Shahi (Wholetime Director up to April 24, 2008)

Relatives of KMP Saroj N. Shah (spouse of Nitin M. Shah) KunalN.Shah(sonofNitinM.Shah) Nitin M. Shah (HUF) RahulN. Shah (HUF) ReshmaN. Shah (daughter of Nitin M. Shah)

Notes:

(a)RelatedpartyrelationshipsareasidentifiedbytheCompanyonthebasisof informationavailableandacceptedbytheauditors.

(b) No amounthas been written off or written back in respect of debts due from or to related party.

(c) Reimbursements of expenses incurred by related parties for and on behalf of the Company and vice versa have not been includedabove.

8. Impairment of assets:

Pursuant to AS-28 Impairment of Assets, the Company has reviewed its carrying cost of assets with value in use (determined based on future earnings)/ net selling price (determined based on valuation). Based on such a review, management is of the view that in the current financialyearimpairmentofassetsisnotconsiderednecessary.

9. Provisions, contingent liabilities and contingent assets:

As per the best estimate of management, no provision is required to be made as per AS-29 Provisions, Contingent Liabilities and Contingent Assets, in respect of any present obligation as a result of a past event that could lead to a probable outflow of resources, which wouldberequiredto settle the obligation.

10. Exchange differences:

Exchangegain included in the profit and loss account Rs.9,878,012 (Rs. 4,575,861).

(*Country of mcorporation not applicable as it is anun-incorporated jointventure)

(b) Contingent liabilities in relation to interest in a joint venture as at March 31, 2010: Rs.18,020,678 (Rs. 43,849,578) and share in contingent liabilities jointly with other venturers as at March 31,2010:Rs. Nil (Rs. Nil).

(c) Share in contingent liabilities of a joint venture itself for which the Company is contingently liable as at March 31,2010: Rs. Nil (Rs. Nil).

(d) Contingent liabilities inrespect of liabilities of other venturers of ajoint venture as at March 31,2010: RS. Nil (Rs. Nil).

(e) Capital commitments (net of advances) in relation to interests in ajoint venture and not provided for as at March 31, 2010:RS. Nil (Rs Nil) and its share in capital commitments (net of advances) that have been incurred jointly with other venturers and not provided forasatMarch31,2010:RS.Nil(Rs.Nil).

(f) Companys share of capital commitments (net of advances) of the joint venturers themselves andnot provided for as at March 31. 2010 Nil (Rs. Nil).

11. Initial surveys in respect of a joint venture (referred to in note 17 above) for oil and gas producing activities are under progress. Hence. disclosures required viz. net quantities of the Companys interest in proved reserves and proved developed reserves of oil (including condensate and natural gas liquids), gas at the beginning and additions, deductions, production and closing balance of the year and the above disclosures on geographical basis required pursuant to the Guidance Note on Accounting for Oil and Gas Producing Activities issued by the ICAI are currently not applicable.

12. Derivative instruments and unhedged foreign currency exposure:

(a) No derivative instruments were outstanding at the close of the year.

The above out standings in foreign currency have been translated at the rates of exchange prevailing on the Balance Sheet date in accordance with AS-IIThe Effects of Changes in Foreign Exchange Rates (Revised2003).

13.(a) Provision for current tax has been made after considering various allowances/deductions available and excluding profits derived from activities undertaken by units located in places eligible for exemption/deduction under Sections lOAAand 80IC of the Income Tax Act, 1961.

(b) Provision for current tax includesRs.15,000(Rs.1O,000)for wealth tax.

14. As per provision of the Income Tax Act,1961the Company has taken credit of corporate dividend tax aggregating to RS.Nil (Rs.4,248,750) on account of dividend received from its wholly owned[domestic subsidiaries.

15. Disclosure in respect of loans and advances in the nature of loans pursuant to Clause 32 of the listing agreement entered with the stock exchanges:

Notes:

(a) Loans and advances shown above to wholly owned domestic subsidiaries fall under the category of loans and advances in the nature ofloanswherethereisnorepaymentschedule,isrepayable ondemandandisinterestfree.

(b) As at the year-end, the Company has no loans and advances in the nature of loans to associates, wherein there is no repayment schedule Prepayment is beyond seven years andhas no loans and advances to firms/companies in which the directors are interested.

(c) The above loanees have not made investments in the shares of the Company.

16. According to the Company, providing turnkey solutions including procurement, designing, system integration, commissioning and installation of safety and security solutions thereof is a service activity and therefore, the same is covered underparagraph 3 (ii) (c) of Part II of Schedule VI to theAct.

17. a. The Company incorporated a wholly owned foreign subsidiary viz. Nitin Global Pte Limited,Singapore in July2009.

b. The Company through its wholly owned foreign subsidiary viz. Nitin Ventures Fze increased its stake in a foreign associate from 40%to49%inApril2010.

18. The Ministry of Corporate Affairs, Government of India has exempted the Company from attaching the balance sheets and profit and loss accounts of its subsidiaries under Section 212(1) of the Act. As per the terms of exemption, akey detail of each subsidiary is attached along withtheStatementunderSection212oftheAct.

19. Amount remitted in foreign currency on account of dividend:

20. (a) Some of the fixed assets of the Company are hypothecated to the bankers as collateral security for credit facilities extended to a

wholly owned domestic subsidiary.

(b) Manufacturing sales include sales exempt from excise duty amounting to RS.1,701,000(Rs.10,931,000)inrespectoftheCompanys unit at Parwanoo,Himachal Pradesh.

(c) Sundry debtors include Rs.347,739,354 (Rs.2,891,102) due from wholly owned domestic / foreign subsidiaries.

21. Figures in parenthesis represent the corresponding previous year figures, which have also been regrouped/restated to conform to current yearspresentation,wherever applicable an Currentyears figures are stated in bold.

Signatures to Schedules Ato Q which form an integral part of the Financial Statements.

Find IFSC