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Notes to Accounts of OM Metals Infraprojects Ltd.

Mar 31, 2016

1. Cost of Revenue (Real estate Division):

Cost of constructed properties/project includes cost of land (including cost of development right/land under agreements to purchase) estimated internal development charges, direct overheads construction costs and development/construction materials, which is to the statement of profit and loss based on the revenue recognized as per the accounting policy, in consonance with the concept of matching costs and revenue, final adjustment is made upon completions of the specific project. Cost incurred /items purchased specifically for projects are taken as consumed as and when incurred/received.

2. Unbilled receivable:

Unbilled receivables disclosed under "Other current Assets" represents revenue recognized based on percentage of completion method over and above the amount due as per the payment plans agreed with the customers .

3. INVESTMENTS:

Investments that are readily realizable and intended to be held for not more than a year from the date on which such investments are made, are classified as current investments. All other investments are classified as long Term Investments on initial recognition , all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long term investments are carried at cost. However, Provision for diminution in the value is made to recognize a decline other than temporary in the value of the investments.

4. RESEARCH AND DEVELOPMENT:

The revenue expenditure on research and development if any is charged as an expense in the year in which it is incurred. Capital expenditure if any is included in fixed assets

5. Borrowing costs:

Borrowing costs relating to acquisition, construction or production of a qualifying asset which takes substantial period of time to get ready for its intended use are added to the cost of such asset to the extent they relate to the period till such assets are ready to be put to use. Other borrowing costs are charged to the Statement of Profit and Loss in the period in which it is accrued.

6. TAXATION :

(a) Current & Deferred Tax

Tax expense comprises of current tax and deferred tax. Current tax is measured at the amount expected to be paid to the tax authorities, using the applicable tax rates. Deferred income tax reflect the current period timing differences between taxable income and accounting income for the period and reversal of timing differences of earlier years/period. Deferred tax assets are recognized only to the extent that there is a reasonable certainty that sufficient future income will be available except that deferred tax assets, in case there are unabsorbed depreciation or losses, are recognized if there is virtual certainty that sufficient future taxable income will be available to realize the same.

Deferred tax assets and liabilities are measured using the tax rates and tax law that have been enacted or substantively enacted by the Balance Sheet date.

( b ) Dividend Tax

Tax on distributed profits payable in accordance with the provisions of section 115 O of the Income Tax Act., 1961 which is accounted for in accordance with the Guidance Not on Accounting for Corporate Dividend tax is regarded as a tax on distribution of profits and is not considered in determination of profits for the year.

7. Retirement and other employee benefits:

a) Retirement benefit in the form of provident fund is a defined benefit obligation of the company and the contributions are charged to the statement of profit and loss of the year when the contributions to the funds are due. The company is liable to meet the Shortfall, if any , in payment of intent at the rates declared by the central Government , and such liability is recognized in the year of shortfall.

b) Gratuity :

Gratuity liability is a defined benefit obligation of the company. The Company provides for gratuity to all eligible employees as calculated by actuarial value. The benefit is in the form of Lump sum payments to vested employees on resignation, retirement, on death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable to each completed year of services. Vesting occurs upon completion of 5 years of services. The company has not made annual contributions to funds administered by trustees or managed by insurance companies.

c) Leave Salaries:

Liabilities for privilege leave benefits, in accordance with the rules of the company is provided for as calculated by actuarial value, as prevailing salary rate for the entire un-availed leave balance as at the balance sheet date. Actuarial valuation for the liabilities has been provided as per report submitted by the certified value.

8. Impairment of assets:

The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized in the Statement of Profit and Loss whenever the carrying amount of an asset or a cash generating unit exceeds its recoverable amount. The recoverable amount of the assets (or where applicable, that of the cash generating unit to which the asset belongs) is estimated as the higher of its net selling price and its value in use. A previously recognized impairment loss is increased or reversed depending on changes in circumstances. However the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.

9. Provisions, contingent liabilities & Assets:

A Provision is recognized when an enterprise has a present obligation as a result of past event, it is probable that an outflow of resources will be required to settled the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not disclosed to its present value and are determined based on best management estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates . Other contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statement.

10. Earning per Share:

Basic earnings per share is calculated by dividing the Net Profit or Loss for the year attributable to equity share holders (After deducting taxes etc.) by the weighted average number of the equity shares outstanding during the year are adjusted for the effect .

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

11. Use of Estimate:

The preparation of financial statements in conformity with the generally accepted accounting principles (GAAP) requires the management to make judgment, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and Liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based upon management''s best knowledge of current events and actions , uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

12. Operating Lease - Operating Lease receipts and payments are recognized as income or expense in the statement of profit and loss as per the terms of the lease agreement.

13. Cash flow statement

The Cash flow statement is prepaid using "in direct method " set out in Accounting Standard - 3 cash flow statement "and presents the cash flow by operating , investing and financing activities of the company.

Cash and Cash equivalents presented in the cash flow statement consist of cash on hand and highly liquid bank balances.

(2) The company has a single class of equity shares. Each share holder is eligible for one Vote per share held. The dividend proposed by the board of Directors is subject to the approval of the share holders. In the event of liquidation , the equity share holders are eligible to receive the remaining assets of the company after distribution of all preferential amounts , in proportion to their share holding.

(3) Details of Share holders holding more than 5 % equity shares as at 31.03.2016

As per the records of the company including its register of share holder/members and other declaration received from share holders regarding beneficial interest , the above share holding represents both legal and beneficial ownership of shares.

(5) The Company declares and pays dividends in Indian rupees.

(6) In the period of five years immediately preceding March 31, 2016 :

During the year ended March 31, 2015, the amount of dividend per share recognized as distribution to equity shareholders includes Rs. 0.20 per share of final dividend. The total dividend appropriation for the year ended March 31, 2015 amounted to Rs. 232.04 Lacs, including corporate dividend tax of Rs.39.04 Lacs.

The Board of Directors, in its meeting on March 11, 2016, declared an interim dividend of Rs.0.30 per equity share. The total dividend appropriation for the year ended March 31, 2016 amounted to Rs. 347.73 Lacs, including corporate dividend tax of Rs. 58.82 Lacs.

Based on favorable decisions in similar cases, legal opinion taken by the company., discussions with the solicitors, etc, the company believes that there is fair chance of decisions in its favors in respect of all the items listed in (iii) (iv) &(v) above and hence no provisions is considered necessary against the same.

*Outstanding bank guarantee includes issued by banks, in favour of following joint venture/partnership firm.

b) In compliance with the Accounting Standards as applicable to its nature of business, the company raised claims with various projects / other parties amounting to Rs. 34556.60. Lacs ( Rs. 22452.04 Lacs in Previous Years), against these claims, the Arbitrator awarded claims of Rs. 1612.50 Lacs ( Rs 1612.50 lacs in the Previous Year). The company has not been recognizing the revenue on the aforesaid Arbitration Awards on its claimed including interest as awarded from time to time. There are also some counter claims by the Project Authorities/ Other Parties amounting to Rs 4191.38 Lacs ( Rs 1354.06 Lacs in previous year) against these claims, the Arbitrator awarded claims to the client of Rs. 82.24 Lacs ( Rs 82.24 lacs in the Previous Year). These Awards are further challenged by the clients as well as the Company in the higher courts as the case may be. In accordance with past practice, the Company has not made adjustment because the same has not become rule of the court due to the objections filed by Project Authorities/ Other parties and by the Company.

14.Other commitments

(b) The company from time to time provides need based support to subsidiaries and joint venture entity towards capital and other requirements .

15. a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 17.37 lacs ( Rs. 55.82 lacs in the previous year)

b) Advance for Capital goods includes Rs 4.23 Lacs paid to Topkhana desh grih Nirman Samiti for purchasing of Land at Jaipur for construction of building . The matter is under subjudice

Note : the above information is given only in respect of contracts entered into on or after 01.04.2003 Figures of previous year are regrouped as needful.

16. Segment Reporting:

a) Primary Segment : Business Segment

Based on the guiding principles given in Accounting Standard AS -17 “Segment Reporting” notified under Companies (Accounting standard) Rules 2006, the Company''s operating business are organized and managed separately according to the nature of products manufactured and services provided . The identified reportable segments is turnkey contracts of Gates, Cranes, Hoist for Irrigation & Power projects in the Engineering Division and the other segments includes Cinema ( Entertainment) in Multiplex Division , running of Hotel Cum revolving restaurant in Hotel division, construction of multi stories building in real estate division and Skill Development.

Secondary Segment: Geographical segment:

The analysis of Geographical segment is based on the geographical location i.e. domestic and overseas markets of the customers.

Secondary Segment Reporting (By Geographical segment)

The following is the distribution of the company''s revenue from operation (net) by Geographical markets, regardless of where the goods were produced:

b) Segment accounting polices :

In addition to the significant accounting policies applicable to the business segment as set in note 1, the accounting policies in relation to segment accounting are as under:

i) Segment revenue & expenses :

Joint revenue and expenses of segments are allocated amongst them on a reasonable basis. All other segment revenue and expenses are directly attributable to the segments.

ii) Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating cash, receivables, inventories and fixed assets, net of allowance and provisions, which are reported as direct off sets in the balance sheet. Segment Liabilities include all operating Liabilities and consist principally of trade payables & accrued liabilities. Segment assets and liabilities do not include deferred income taxes except in the Engineering division. While most of the assets/liabilities can be directly attributed to individual segments, the carrying amount of certain assets /liabilities pertaining to two more segments are allocated to the segments on a reasonable basis.

iii) Inter segment sales :

Inter segment sales between operating segments are accounted for at market price . These transactions are eliminated in consolidation.

iv) The main division is Engineering Division and funds provided by Engineering Division to other division and interest on such balances are not charged.

v) Other segments do not have revenue from sale to external customers and to other segments in excess of 10% of total revenue of all segments, external or internal.

17. Related Party disclosure under Accounting Standard AS-18 “ Related party disclosures” notified under Companies (Accounting standard) Rules 2006.

During the year, the company entered into transactions with the related parties. Those transactions along with related balance as at 31st March 2016 and for the year ended are presented below.

List of related parties with whom transactions have taken place during the year along with nature and volume of transactions are summarized as follows :

List of related parties and relationship:

Name of the related party Relationship

Subsidiaries and step down Subsidiaries

Om Metals Real Estate (P) Limited Subsidiary company

Om Metals Consorti um (P) Limited Subsidiary company

Odisha Marine Services (P) Ltd. Subsidiary company (w.e.f. 15 -10-2015)

Pondicherry Port Ltd. Subsidiary company (w.e.f. 30 -03-2016)

Skywave Impex Ltd Subsidiary company

Om Automotors (P) Ltd Step Down Subsidiary (Subsidiary co. of Om Metals

Real Estate Pvt. Ltd. )

Om Metals Ratanakar (P) Limited Step Down Subsidiary (Subsidiary co. of Om Metals

Real Estate Pvt. Ltd. )

Joint venture/Partenersahip Firm

OMIL-JSC JV, Kamen g Bhilwara Jaipur Toll Road Pvt Limited Om Metals-SPML Infraprojects Pvt Limited Gurha Thermal Power Co. Ltd. ( JV)

OM Metal SPML JV (SSNL) Ceased on 01-04-2015

SPML -OM Metal JV (Ujjain) w.e.f. 18-04-2015

Om Gaima Projects Pvt. Ltd.

Om Metal consortium (PF)

Om Ray Construction (PF)

Enterprises over which significant influence exercised by directors.

Jupiter Metals (P) Ltd Enterprises over which significant influence

exercised by directors.

Om Kothari Pariwarik Trust -doOm Kothari Foundation -do-Bahubali Housing Co. (P) Limited -do-Little Star Finance (P) Limited -Do-Sanyon Properties Pvt. Ltd. -Do-Sanmati Infradeveloper Pvt. Ltd. -do-

Enterprises in which Directors are interested

Om Metals Auto P.Ltd. -do-

Key Management personnel Key Managerial Personnel

Shri C.P. Kothari Chairman

Shri D.P. Kothari Managing Director

Shri Sunil Kothari Joint Managing Director

Shri Vikas Kothari Director & President

Note : 1) Amount as per demand orders including interest and penalty wherever mentioned in the order.

2) In the matter of the Income tax,the department has disallowed claims under section 80IB aggregating Rs.

8816.02 Lacs (previous year Rs. 10684.71 Lacs) during the Financial Years 1976-77, 1995-96, 2001-02 to 2008-09. The appeals were decided in favor of the company by the ITAT. The department has preferred appeals with the Hon''ble High Court. The tax liability if any arising on the a final outcome of the case is indeterminate hence could not be provided.

18. Incompliance with Accounting Standard - 27 on financial reporting of interest in joint venture/partnership firm. Following disclosure are made in respect of jointly controlled entities in which the company is a joint venture/partner .

c) Figures are taken in the books of accounts on the basis of unaudited financial results.

d) The figures of Joint Venture and Partnership Firm are not available. The balance sheet of Joint Venture and Partnership Firm are under preparation

19. As per accounting standard 21 on “ consolidated financial statements “ and accounting standard 23 on “Accounting for investment in associates in consolidated financial statements” issued by the institute of Chartered Accountants of India, the company has presented consolidated financial statements including subsidiary and associates. Accordingly segment information as required under Accounting Standard 17 (AS-17) on segment reporting is included under the notes to consolidated financial statements subject to note no. 2.35.

20. (a) Disclosure in term ofAS-15 are as under:

As per detailed discussion with directors and the explanation and certification provided by them ,Gratuity has been provided on the basis of actuarial valuation using the project unit credit method and same is non-funded. The obligation for leave encashment is recognized in the same manner as gratuity.

Notes: a) The discount rate is based on the prevailing market yield on government securities as at the balance sheet date for the estimated term of obligation.

b) 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.

c) The gratuity and Leave Encashment liabilities are unfounded. Accordingly information regarding planned assets are not applicable.

21. (a) The company has taken Office Premises and directors residence on cancelable Operating Lease. The tenure of these agreements range between 3 to 5 Years.

The amount of lease rentals paid of Rs. 116.45.Lacs (P.Y. Rs. 125.72 Lacs ) has been charged under the head “ Rent” in Note2.27 .

b) The company has entered into separate cancelable Operating lease for Premises and Machinery. The tenure of these agreements range between Six months to three years.

The amount of lease rentals paid ofRs. 141.22 Lacs (P.Y. Rs. 194.53 Lacs ) has been charged under the head “ Rent /Hire charges for Equipments” in Note2.27 .

22. Exceptional Items - Loss on sale of Fixed Assets (Land and Building, Plant and machinery and others) is shown under the head Administrative Expenses and profit on sale of Fixed Assets (Land and Building, Plant and machinery and others) is shown under the head Other Income in the previous year

23. The Company has an investment aggregating Rs. 4519.06 Lacs, long term loans and advances Rs. 22269.71 Lacs in Om Metal Real Estate P Ltd and Om Metals Consortium P Ltd, which are wholly subsidiary of the Company and it also has an investment aggregating Rs. 488.95 Lacs, long term loans and advances Rs. 76.93 Lacs Odisha Marine Services P Ltd and Pondicherry Port Ltd which are now wholly owned subsidiary, such Loans and advances are interest Free. While such entities except Om Metals Consortium P Ltd, have incurred losses, the underlying projects in such entities are in the early stages of development and are expected to achieve adequate profitability on substantial completion and/ or have current market values of certain properties which are in excess of the carrying values, hence net-worth of both these subsidiaries does not represent its true market value. Therefore the decline in the value of above investments is temporary in nature and the loans and advances and other current assets are good and recoverable.

24. Corporate Social Responsibility

As per section 135 of the Companies Act, 2013, a company meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years of corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the Company as per the Act. The funds were primarily allocated to a corpus and utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013

- Gross amount required to be spent by the Company during the year is Rs. 83.76 Lacs.

- Amount spent during the year:

25. The Preoperative Expenses of Rs. 37.07 Lacs under various heads has been incurred during the year and capitalized in the respective Fixed assets of the Company.

2.47 Other Additional information.

a. i. The details of finished goods opening, production, sales and closing stock are given as per annexure A.

ii. The details of material consumption are given as per annexure B.

26. Figures for previous year have been re-arranged/regrouped wherever necessary to make them comparable.

27. Note 1 & 2 form an integral Part of the Balance Sheet & Statement of Profit and Loss and Cash Flow Statement have been duly authenticated.


Mar 31, 2014

Company Overview:

The company in the field of turnkey execution - from design , detail engineering, manufacture , supply, installation , testing and commissioning of complete range of Hydro mechanical equipment of hydro electric power and irrigation projects . The company is also diversified in the real estate, hotel and infra structures segments.

1 CONTINGENT LIABILITIES AND COMMITMENTS.

CONTINGENT LIABILIITIES (NOT PROVIDED FOR) IN RESPECT OF FOLLOWING ;

(RS. IN LACS)

S. Particulars As at As at No. 31.03.2014 31.03.2013

i) Outstanding bank guarantee * 19577.98 16736.42

ii) Letter of credits accepted 846.66 785.06

iii) Other Claims against the 1381.48 1377.38 Company not acknowledged a debt relating to supplies and service matters including counter claims of project authorities.

iv) Labour cases Amount Un- Amount Un- ascertainable ascertainable

v) show cause/demand/notices 2290.43 2074.88 by excise deptt., service tax, income tax authorities being disputed by the company. (See note no 2.37 below.)(Net)

vi) Outstanding amount against 20600 20600 corporate guarantee given to bank on account of loans given by such bank. {**)

Based on favorable decisions in similar cases, legal opinion taken by the company., discussions with the solicitors, etc, the company believes that there is fair chance of decisions in its favors in respect of all the items listed in (iii) (iv) &(v] above and hence no provisions is considered necessary against the same.

2 OTHER COMMITMENTS

(a) The company has issued an under taking to associate bankers for non - disposal of its investment of Rs. 1808.53 Lacs {Previous year Rs. 1797.53 Lacs) in an associate (Bhilwara Jaipur Toll Road Pvt. Ltd) till date entity repay its debts.

(b) The company from time to time provides need based support to subsidiaries and joint venture entity towards capital and other requirements.

3 Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 4.32 lacs ( Rs. 4.32 lacs In the previous year)

4 Claims raised by the Company/Claims settled with various project

Authorities / other parties amounting to Rs. 14134.84 lacs { Rs. 11269.34lacs in previous year), against these claims, the company has received arbitration awards of Rs. 1534.50 lacs ( Previous year Rs. 1676.34 lacs ) In accordance with past practice, the Company has not made adjustment because the same can not become rule of the court due to the objections filed by Project Authorities/ Other parties.

Note

1. Audit fees includes service tax.

2. Rs. 1.65 Lacs {Previous year Rs. 1.11 Lacs) Paid for other services to auditors in which he is prop, of Chartered Accountant firm.

5 SEGMENT REPORTING:

(a) Primary Segment: Business Segment

Based on the guiding principles given in Accounting Standard AS -17 "Segment Reporting" notified under Companies (Accounting standard) Rules 2006, the Company''s operating business are organized and managed separately according to the nature of products manufactured and services provided . The four identified reportable segments are , turn key contracts of Gates, Cranes, Hoist for Irrigation & Power projects in the Engineering Division and the other segments includes Cinema { Entertainment) in Multiplex Division , running of Hotel Cum revolving restaurant in Hotel division and construction of multi stories building in real estate division.

Secondary Segment: Geographical segment;

The analysts of Geographical segment is based on the geographical location i.e. domestic and overseas markets of the customers.

Secondary Segment Reporting (By Geographical segment)

The following is the distribution ofthe company''s revenue from operation (net) by Geographical markets, regardless of where the goods were produced:

The company has common fixed Assets in India or producing goods / providing services for domestic market and overseas markets. Hence, separate figures for fixed assets/ addition to fixed assets have not been furnished,

a) Segment accounting polices :

In addition to the significant accounting policies applicable to the business segment as set-in note 1, the accounting policies in relation to segment accounting are as under:

i) Segment revenue & expenses :

Joint revenue and expenses of segments are allocated amongst them on a reasonable basis. All other segment revenue and expenses are directly attributable to the segments.

ii) Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating cash, receivables, inventories and fixed assets, net of allowance and provisions, which are reported as direct off sets in the balance sheet. Segment Liabilities include all operating Liabilities and consist principally of trade payables &. accrued liabilities. Segment assets and liabilities do not include deferred income taxes except in the Engineering division. While most of the assets/liabilities can be directly attributed to Individual segments, the carrying amount of certain assets /liabilities pertaining to two more segments are allocated to the segments on a reasonable basis.

iii) Inter segment sales;

Inter segment sales between operating segments are accounted for at market price . These transactions are eliminated in consolidation,

iv) The main division is Engineering Division and funds provided by Engineering Division to other division and interest on such balances are not charged.

6 Related Party disclosure under Accounting Standard AS-18 " Related party disclosures" notified under Companies (Accounting standard) Rules 2006.

During the year, the company entered Into transactions with the related parties. Those transactions along with related balance as at 31st March 2014 and for the year ended are presented below.

List of related parties with whom transactions have taken place during the year along with nature and volume of transactions are summarized as follows:

7 Advance for Capital goods includes Rs 4.23 Lacs paid to Topkhana desh grih Nirman Samiti for purchasing of Land at Jaipur for construction of building .The matter is under subjudice 2.39 Incompliance with Accounting Standard - 27 on financial) reporting of interest in joint venture/partnership firm. Following disclosure are made in respect of Jointly controlled entities in which the company is a joint venturer/partner.

8 As per accounting standard 21 on " consolidated financial statements " and accounting standard 23 on "Accounting for investment in associates in consolidated financial statements" issued by the institute of Chartered Accountants of India, The company has presented consolidated financial statements including subsidiary and associates. Accordingly segment information as required under Accounting Standard 17 {AS-17} on segment reporting is included under the notes to consolidated financial statements subject to note no. 2.34.

9 Disclosure Under clause 32 of the listing agreement:

Loans and Advances & debtors includes following amounts due from subsidiary / Joint Venture & other associates:-

10 (a) The company has taken Office Premises and directors residence on cancelable Operating Lease. The tenure of these agreements range between 3 to 5 Years.

The amount of lease rentals paid of Rs. 136.20 Lacs (P.Y. Rs. 129.88 Lacs } has been charged under the head " Rent" in Note2.27 .

b) The company has entered into separate cancelable Operating lease for Premises and Machinery. The tenure of these agreements range between Six months to three years.

The amount of lease rentals paid of Rs. 363.97 Lacs (P.Y. Rs, 227.37 Lacs) has been charged under the head " Rent /Hire charges for Equipments" in Note2.27.


Mar 31, 2013

Company Overview :

The company in the field of turnkey execution - from design , detail engineering , manufacture , supply, installation , testing and commissioning of complete range of Hydro mechanical equipment of hydro electric power and irrigation projects . The company is also diversified in the real estate, hotel and infra structures segments.

1.1 Other commitments

(a) The company has issued an under taking to associate bankers for non - disposal of its investment of Rs. 20600 Lacs (Previous year Rs,20600 Lacs) in an associate till date entity repay its debts.

(b) The company from time to time provides need based support to subsidiaries and joint venture entity towards capital and other requirements .

1.2 Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 4.32 lacs ( Rs. 4.32 lacs in the previous year)

1.3 Claims raised by the Company/Claims settled with various project authorities/other parties. Amounting to Rs. 11269.341acs ( Rs. 6163.16 Lacs in previous year) , against these claims, the company has received arbitration awards of Rs. 1676.34 lacs ( Previous year Rs. 373.29 lacs ) In accordance with past practice, the Company has not made adjustment because the same can not become rule of the court due to the objections filed by Project Authorities/ Other parties .

1.4 Segment Reporting :

(a) Primary Segment: Business Segment

Based on the guiding principles given in Accounting Standard AS -17 "Segment Reporting" notified under Companies (Accounting standard) Rules 2006, the Company''s operating business are organized and managed separately according to the nature of products manufactured and services provided . The four identified reportable segments are , turn key contracts of Gates, Cranes, Hoist for Irrigation & Power projects in the Engineering Division and the other segments includes Cinema ( Entertainment) in Multiplex Division , running of Hotel Cum revolving restaurant in Hotel division and construction of multi stories building in real estate division.

Secondary Segment: Geographical segment

Since the company''s activities/operations are primarily with in the country and considering the nature of products/services it deals in , the risk and returns are same and as such there is only one geographical segments,

a) Segment accounting polices:

In addition to the significant accounting policies applicable to the business segment as set in note 1, the accounting policies in relation to segment accounting are as under:

i) Segment revenue & expenses:

Joint revenue and expenses of segments are allocated amongst them on a reasonable basis. All other segment revenue and expenses are directly attributable to the segments.

ii) Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating cash, receivables, inventories and fixed assets, net of allowance and provisions, which are reported as direct off sets in the balance sheet. Segment Liabilities include all operating Liabilities and consist principally of trade payables & accrued liabilities. Segment assets and liabilities do not include deferred income taxes except in the Engineering division. While most of the assets/liabilities can be directly attributed to individual segments, the carrying amount of certain assets /liabilities pertaining to two more segments are allocated to the segments on a reasonable basis.

iii) Inter segment sales:

Inter segment sales between operating segments are accounted for at market price . These transactions are eliminated in consolidation .

iv) The main division is Engineering Division and funds provided by Engineering Division to other division and interest on such balances are not charged.

1.5 Related Party disclosure under Accounting Standard AS-18 " Related party disclosures" notified under Companies (Accounting standard) Rules 2006.

During the year, the company entered into transactions with the related parties. Those transactions along with related balance as at 31st March 2013 and for the year ended are presented below.

List of related parties with whom transactions have taken place during the year along with nature and volume of transactions are summarized as follows :

Note : 1) Amount as per demand orders including interest and penalty wherever mentioned in the order.

2) In the metter of income tax the department preferred and an appeal to the hon''ble High Court, Jaipur

1.6 Advance for Capital goods includes Rs 4.23 Lacs paid to Topkhana desh grih Nirman Samiti for purchasing of Land at Jaipur for construction of building . The matter is under subjudice

1.7 Incompliance with Accounting Standard - 27 on financial reporting of interest in joint venture/partnership firm. Following disclosure are made in respect of jointly controlled entities in which the company is a joint venturer/partner .

1.8 As per accounting standard 21 on " consolidated financial statements " and accounting standard 23 on "Accounting for investment in associates in consolidated financial statements" issued by the institute of Chartered Accountants of India, The company has presented consolidated financial statements including subsidiary and associates. Accordingly segment information as required under Accounting Standard 17 (AS-17) on segment reporting is included under the notes to consolidated financial statements subject to note no. 2.34.

1.9 Loans and Advances & debtors includes following amounts due from subsidiary / Joint Venture & other associates: -

1.10 The Company has provided for liability of gratuity aggregating to Rs. 71.85 Lacs (Previous year Rs. 66.55 lacs)for employees who have qualified for it as per payment of Gratuity Act. The company could not comply with the requirement of AS - 15 retirement benefit issued by ICAI as the valuation by a Certified acturian is under process.

1.11 (a) The company has taken Office Premises and directors residence on cancelable Operating Lease. The tenure of these agreements range between 3 to 5 Years.

The amount of lease rentals paid of Rs. 129.88 Lacs (P.Y. Rs. 134.65 Lacs) has been charged under the head " Rent" in Note2.27 .

b) The company has entered into separate cancelable Operating lease for Premises and Machinery. The tenure of these agreements range between Six months to three years.

The amount of lease rentals paid of Rs. 227.37 Lacs (P.Y. Rs. 266.18 Lacs) has been charged under the head " Rent /Hire charges for Equipments" in Note2.27 .

1.12 Figures for previous year have been re-arranged/regrouped wherever necessary to Make them comparable.

1.13 Note 1 & 2 form an integral Part of the Balance Sheet & Statement of Profit and Loss and have been duly authenticated.


Mar 31, 2012

Company Overview:

The company in the field of turnkey execution - from design , detail engineering, manufacture, supply, installation, testing and commissioning of complete range of Hydro mechanical equipment of hydro electric power and irrigation projects . The company is also diversified in the real estate, hotel and infra structures segments.

1.1 CONTINGENT LIABILITIES AND COMMITMENTS

CONTINGENT LIABILITIES (NOT PROVIDED FOR) IN RESPECT OF FOLLOWING :

(RS. IN LACS)

S. Particulars As at As at 31.03.2012 31.03.2011 NO.

i) Outstanding bank guarantee * 15942.94 16991.11

ii) Letter of credits accepted 2970.90 3334.28

iii) Claims against the Company not 1373.06 1373.06 acknowledged a debt relating to supplies and service matters including counter claims of project authorities.

iv) Various labour cases Amount not Amount not ascertainable ascertainable

v) show cause/demand/notices by excise 3680.08 3929.39 deptt., service tax, income tax authorities being disputed by the company. (See note no 11 below.)(Net)

Vi) Outstanding Corporate Guarantee** 25600.00 5000.00

Based on favorable decisions in similar cases, legal opinion taken by the company., discussions with the solicitors, etc, the company believes that there is fair chance of decisions in it's favour in respect of all the items listed in (iii) (iv) &(v) above and hence no provisions is considered necessary against the same.

* Outstanding bank guarantee-includes issued by banks, in favour of following Joint venture/partnership firm.

1.2 Estimated amount of contracts remaining to be executed (capital commitments) not provided for Rs. 4.32 lacs ( Rs. 72.93 lacs in the previous year)

1.3 Claims raised by the Company/Claims settled with various project authorities/other parties, amounting to Rs. 5792.88 lacs ( Rs. 6492.88 Lacs in previous year) , against these claims, the company has received arbitration awards of Rs. 377.14lacs ( Previous year Rs. 269.09 lacs ) In accordance with past practice, the Company has not made adjustment because the same can not become rule of the court due to the objections filed by Project Authorities/ Other parties .

1.4 Segment Reporting policies:

a) Business Segment

Based on the guiding principles given in Accounting Standard AS -17 "Segment reporting" issued by the Institute of Chartered Accountants of India, the ¦Company's""operatingbusiness are organized and managed separately according 7; to the nature of products manufactured and services provided . The four identified reportable segments are , turn key contracts of Gates, Cranes, Hoist for Irrigation & Power projects in the Engineering Division and the other segments includes Cinema ( Entertainment) in Multiplex Division , running of Hotel Cum revolving restaurant in Hotel division and construction of multi stories building in real estate division.

b) Geographical segments :

Since the company's activities/operations are primarily with in the country and considering the nature of products/services it deals in , the risk and returns are same and as such there is only one geographical segments,

c) Segment accounting polices :

In addition to the significant accounting policies applicable to the business segment as set in note 1 the accounting policies in relation to segment accounting are as under:

i) Segment revenue & expenses :

Joint revenue and expenses of segments are allocated amongst them on a reasonable basis. All other segment revenue and expenses are directly attributable to the segments.

ii) Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating cash, receivables, inventories and fixed assets, net of allowance and provisions, which are reported as direct off sets in the balance sheet Segment Liabilities include all operating Liabilities and consist principally of trade payables & accrued liabilities. Segment assets and liabilities do not include deferred income taxes except in the Engineering division. While most of the assets/liabilities directly attributed to individual segments.

iii) Inter segment sales :

Inter segment sales between operating segments are accounted for at market price.

iv) The main division is Engineering Division and funds provided by Engineering Division to other division and interest on such balances are not charged.

1.5 Related Party disclosure under Accounting Standard AS-18 " Related party disclosures" issued by the institute of Chartered Accountants of India:

During the year, the company entered into transactions with the related parties. Those transactions along with related balance as at 31st March 2012 and for the year ended are presented in the following tables.

1.6 Advance for Capital goods includes Rs 4.23 Lacs paid to Topkhana desh grih Nirman Samiti for purchasing of Land at Jaipur for construction of building . The matter is under subjudice

1.7 Expenses and receipts relating to earlier year amounting to Rs Nil and Rs. Nil Lacs respectively (Previous year Rs. 3.93 Lacs and Rs. Nil lacs) debited/credited to respective expenses and Income heads .

1.8 Incompliance with Accounting Standard - 27 on financial reporting of interest in joint venture/partnership firm. Following disclosure are made in respect of jointly controlled entities in which the company is a joint venturer/partner.

1.9 As per accounting standard 21 on " consolidated financial statements " and accounting standard 23 on "Accounting for investment in associates in consolidated financial statements" issued by the institute of Chartered Accountants of India, The company has presented consolidated financial statements including subsidiary and associates. Accordingly segment information as required under Accounting Standard 17 (AS-17) on segment reporting is included under the notes to consolidated financial statements subject to note no. 2.34.

1.10 The Company has provided for liability of gratuity aggregating to Rs. 66.55 Lacs (Previous year Rs. 62.30 lacs)for employees who have qualified for it as per payment of Gratuity Act. The company could not comply with the requirement of AS - 15 retirement benefit issued by ICAI as the valuation by a Certified acturian is under process.

1.11(a) The company has taken Office Premises and directors residence on cancelable Operating Lease. The tenure of these agreements range between 3 to 5 Years.

The amount of lease rentals paid of Rs. 134.65 Lacs (P.Y. Rs. 149.31 Lacs) has been charged under the head " Rent" in Note2.27 .

b) The company has entered into separate cancelable Operating lease for Premises and Machinery. The tenure of these agreements range between Six months to three years.

The amount of lease rentals paid of Rs. 266.18 Lacs (P.Y. Rs. 638.21 Lacs) has been charged under the head "Rent /Hire charges for Equipments" in Note2.27 .

1.12 Figures for previous year have been re-arranged/regrouped wherever necessary to Make them comparable.

1.13 Note 1 & 2 form an integral Part of the Balance Sheet & Statement of Profit and Loss and.have been duly authenticated.


Mar 31, 2010

1. CONTINGENT LIABILIITIES (NOT PROVIDED FOR) IN RESPECT OF:

(RS.IN LACS)

S. Particulars As at As at No. 31.03.2010 31.03.2009

i) Outstanding bank guarantee * 12414.25 13458.92

ii) Letter of credits accepted 6355.48 2871.12

iii) Claims against the Company not 1347.56 1349.06 acknowledged a debt relating to supplies and service matters including counter claims of project authorities.

iv) Various labour cases Amount not Amount notascertainable ascertainable

v) show cause/demand/notices by excise 739.90 745.77 deptt, service tax, income tax authorities being disputed by the company. (See note no 11 below.)

Based on favorable decisions in similar cases, legal opinion taken by the company., discussions with the solicitors, etc, the company believes that there is fair chance of decisions in its favour in respect of all the items listed in (iii) (iv) &(v) above and hence no provisions is considered necessary against the same.

- Out standing bank guarantee includes issued by banks, in favour of following joint venture/partnership firm. (Rs. in Lacs,)

Name of Joint Venture (JV) O/s. Bank O/s. Bank /partnership firm (PF) guarantee as at guarantee as at 31.03,2010 31.03.2009

OML+JSC, UKRAIN , KAMENG (JV) 2186.00 2361.00 Om Metals Consortium (PF) 950.00 950.00

2. Estimated amount of contracts remaining to be executed (capital commitments) not provided for Rs. 7.16 lacs ( Rs. 106.03 lacs in the previous year)

3. Claims raised by the Company/Claims settled with various project authorities/ other parties, amounting to Rs lacs ( Rs. 5710.00 Lacs in previous year) , against these claims, the company has received arbitration awards of Rs lacs ( Previous year Rs. 213.93 lacs ) In accordance with past practice, the Company has not made adjustment because the same can not become rule of the court due to the objections filed by Project Authorities/ Other parties.

4. Segment Reporting:

a) Primary segment: Business Segment

Based on the guiding principles given in Accounting Standard AS -17 "Segment reporting" issued by the Institute of Chartered Accountants of India, the Companys operating business are organized and managed separately according to the nature of products manufactured and services provided . The four identified reportable segments are turn key contracts of Gates, Cranes, Hoist for Irrigation & Power projects in the Engg. Division and the other segments includes Cinema - ( Entertainment) in Multiplex Division , running of Hotel Cum revolving restaurant in Hotel division and construction of multi stories building in real estate division.

b) Secondary segment: Geographical segments :

Since the companys activities/operations are primarily with in the country and considering the nature of products/services it deals in , the risk and returns are same and as such there is only one geographical segments,

c) Segment accounting polices :

In addition to the significant accounting policies applicable to the business segment as set in note 1 of schedule 18 "notes to accounts" the accounting policies in relation to segment accounting are as under:

i) Segment revenue & expenses :

Joint revenue and expenses of segments are allocated amongst them on a , reasonable basis. All other segment revenue and expenses are directly attributable to the segments.

ii) Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating cash, debtors, inventories and fixed assets, net of allowance and provisions, which are reported as direct off sets in the balance sheet. Segment Liabilities include all operating Liabilities and consist principally of creditors & accrued liabilities. Segment assets and liabilities do not include deferred income taxes except in the Engg. Div. While most of the assets/liabilities directly attributed to individual segments.

iii) Inter segment sales :

Inter segment revenues between operating segments are accounted for at market price. These transaction are eliminated in consolidation .

iv) The main division is Engg. Division and funds provided by Engg. Division to ^pther-division and interest on such balances are not charged.

5. Related Party disclosure under Accounting Standard AS-18 " Related party disclosures" issued by the Institute of Chartered Accountants of India: During the year, the company entered into transactions with the related parties. Those transactions along with related balance as at 31st March 2010 and for the year ended are presented in the following tables.

List of related parties with whom transactions have taken place during the year along with nature and volume of transactions are summarized as follows

6. Advance for Capital goods includes Rs 4.23 Lacs paid to Topkhana desh grih Nirman Samiti for purchasing of Land at Jaipur for construction of building . The matter is under subjudice

7. Expenses and receipts relating to earlier year amounting to Rs Nil and Rs. Nil Lacs -^respectively (Previous year Rs. Nil Lacs and Rs. 44.66 lacs) debited/credited to respective expenses and Income heads .

8. Incompliance with Accounting Standard - 27 on financial reporting of interest in joint venture/partnership firm. Following disclosure are made in respect of jointly controlled entities in which the company is a joint venturer/partner .

c) Figures are taken in the books of accounts on the basis of unaudited financial results in current year as well as in the previous year. (N.A = Not available)

d) The Figures of Joint Venture and partnership firm are not available. The balance sheet of the joint venture and partnership firm (PF) are under preparation.

9. As per accounting standard 21 on " consolidated financial statements " and accounting standard 23 on "Accounting for investment in associates in consolidated financial statements" issued by the institute of Chartered Accountants of India, The company has presented consolidated financial statements including subsidiary and associates. Accordingly segment information as required under Accounting Standard 17 (AS-17) on segment reporting is included under the notes to consolidated financial statements subject to note no 16 e.

10 Public Offer

(a) During the year 2006-2007, the company has issued and allotted 20000000 equity share of face value of Rs. 1/- each at a premium of Rs. 59/- per equity shares to qualified institutional buyers (QIB)

11 The Company has provided for liability of gratuity aggregating to Rs. 52.22 Lacs (Previous year Rs. 39.33 lacs)for employees who have qualified for it as per payment of Gratuity Act. The company could not comply with the requirement of AS - 15 retirement benefit issued by ICAI as the valuation by a Certified acturian is under process.

12. (a) The company has taken Office Premises and directors residence on cancelable Operating Lease. The tenure of these agreements range between 3 to 5 Years. ,>-,;-jThe amount of lease rentals paid of Rs. 72.34 Lacs (P.Y. Rs. 44.40 Lacs) has 1^ ,- beWWiarged under the head " Rent" in Schedule 16.

(b)The company has entered into separate cancelable Operating lease for Premises and Machinery. The tenure of these agreements range between Six months to three years.

The amount of lease rentals paid of Rs. 92.22 Lacs (P.Y. Rs. 87.68 Lacs) has been charged under the head " Rent /Hire charges for Equipments" in Schedule 15 and "Rent" in Schedule 16.

(c)The company has Leased premises and Machinery on cancelable Operating Lease.The aggregate amount of lease rentals received amounting to Rs.84.00 lacs

(P.Y. Rs. 55.20 Lacs ) have been credited under the head " Rent and hire charges" in Schedule 11.

- As certified by the management.

- Since the companys installed capacity is dependent on product mix, which in turn is decided on the basis of actual demand for Various products from time to time, it is not feasible for the company to give exact installed capacity. The company has, however, indicated installed capacity on the basis of years product mix as certified by a director and being a technical mater accepted by the auditors as correct.

c) Particulars in respect of opening stock, Goods manufactured, sales, closing stocks and Trading Activities are given in annexure no. 1.

d) Particuars in respect of consumption of raw material, accessories and bought out items are giVen in annexure no. 2.

e) Multiplex Division:

The operation of Multiplex division given to Inox Leisure Limited on Fixed sharing basis for a period from 16.06.2006 to 15.06.2013. The fixed income shown under the schedule no. 10. Hence it is not possible to give quantitative details and informations required under paragraph 3, 4C & 4D of part II of schedule 6of the companies act 1956.

e) Hotel division:

Hotel Division of the company is mainly engaged in the business of sale of room and restaurant income. It is not practical to give the quantitative wise details in respect of purchases consumption, turnover and stock etc. The company has been granted exemption from Ministry of company affairs vide their order dated 05.02.09 .to disclose the quantitative details in compliance of paragraph 3, 4C & 4D of part II of schedule VI of the companies act. 1956.for the year ending from 01.04.08 to 31.03.2011.

13. Figures for previous year have been re-arranged/regrouped wherever necessary to Make them comparable.

14. Schedule 1 to 18 and the statement of additional information form an integral Part of the Balance Sheet & Profit and Loss Account and have been duly authenticated.


Mar 31, 2009

1. CONTINGENT LIABILIITIES (NOT PROVIDED FOR) IN RESPECT OF:

(Rs. in Lacs)

S. No. Particulars As at As at 31.03.2009 31.03.2008

i. Outstanding bank guarantee * 13458.92 13395.95

ii. Letter of credits accepted 2871.12 2677.65

iii. Claims against the Company not acknowledged a debt relating to supplies and service matters including counter claims of project authorities. 1349.06 1394.34

iv. Various labour cases Amount not Amount not ascertainable ascertainable

v. Net show cause/demand/notices by excise deptt., service tax, income tax authorities being disputed by the company. (See note no 11 below.) 745.77 1447.82

Based on favorable decisions in similar cases, legal opinion taken by the company., discussions with the solicitors, etc, the company believes that there is fair chance of decisions in its favour in respect of all the items listed in (iii) (iv) &(v) above and hence no provisions is considered necessary against the same.

2. Estimated amount of contracts remaining to be executed (capital commitments) not provided for Rs.106.03 lacs ( Rs. Nil lacs in the previous year)

3. Claims raised by the Company/Claims settled with various project authorities/ other parties. amounting to Rs. 5710.09 lacs (Rs. 5182.41 Lacs in previous year), against these claims, the company has received arbitration awards of Rs. 213.93 lacs (Previous year Rs. 215.32 lacs) In accordance with past practice, the Company has not made adjustment because the same can not become rule of the court due to the objections filed by Project Authorities/ Other parties.

4. SEGMENT REPORTING:

a) Primary segment: Business Segment

Based on the guiding principles given in Accounting Standard AS -17 "Segment reporting" issued by the Institute of Chartered Accountants of India, the Companys operating business are organized and managed separately according to the nature of products manufactured and services provided . The four identified reportable segments are turn key contracts of Gates, Cranes, Hoist for Irrigation & Power projects in the Engg. Division and the other segments includes Cinema ( Entertainment) in Multiplex Division , running of Hotel Cum revolving restaurant in Hotel division and construction of multi stories building in real estate division.

b) Secondary segment: Geographical segments :

Since the companys activities/operations are primarily with in the country and considering the nature of products/services it deals in , the risk and returns are same and as such there is only one geographical segments,

The following is the distributions of the companys consolidated revenue by geographical markets, regardless of where the goods/ services were produced.

c) Segment accounting polices :

In addition to the significant accounting policies applicable to the business segment as set in note 1 of schedule 18 "notes to accounts" the accounting policies in relation to segment accounting are as under:

i. Segment revenue & expenses :

Joint revenue and expenses of segments are allocated amongst them on a reasonable basis. All other segment revenue and expenses are directly attributable to the segments.

ii. Segment assets and liabilities:

Segment assets include all operating assets used by a segment and consist principally of operating cash, debtors, inventories and fixed assets, net of allowance and provisions, which are reported as direct off sets in the balance sheet.Segment Liabilities include all operating Liabilities and consist principally of creditors & accrued liabilities. Segment assets and liabilities do not include deferred income taxes except in the Engg. Div while most of the assets/liabilities directly attributed to individual segments.

iii. Inter segment sales :

Inter segment revenues between operating segments are accounted for at market price. These transaction are eliminated in consolidation .

iv. The main division is Engg. Division and funds provided by Engg. Division to other division and interest on such balances are not charged.

5. Related Party disclosure under Accounting Standard AS-18 " Related party disclosures" issued by the Institute of Chartered Accountants of India:

During the year, the company entered into transactions with the related parties. Those transactions along with related balance as at 31st March 2009 and for the year ended are presented in the following tables.

List of related parties with whom transactions have taken place during the year along with nature and volume of transactions are summarized as follows.

List of related parties and relationship:

Name of the related party Relationship

Om Metal Auto (P) Limited Subsidiary company

Om Metals Real Estate (P) Limited Subsidiary company

Om Metals Ratanakar (P) Limited Step Subsidiary company

Skywave Impex (P) Limited Enterprises over which significant influence exercised by directors.

Lambodar Finvest (P) Ltd. -do-

Om Kothari Pariwarik Trust -do-

Om Kothari Foundation -do-

Bahubali Housing Co. (P) Limited -do-

Little Star (P) Limited -Do-

Benzer Agencies Limited -do-

Om Kothari Enterprises Limited Associate Promoter holding more than 20% or under the same management

Baba Vinimay (P) Limited -do-

Key Management persons Key Managerial Personnel

Dr. T.C. Kothari Shri C.P. Kothari

Name of the related party Relationship

Shri D.P. Kothari Shri Sunil Kothari Shri Vikas Kothari Shri Bharat Kothari Shri Vivek Kothari

Relatives of Key management persons Relative of directors

Smt. C. Manjula Kothari Smt. D. Manjula Kothari Smt. Seema Kothari Smt. Anita Kothari C.P. Kothari & Sons T.C. Kothari & Sons

6. Advance for Capital goods includes Rs 4.23 Lacs paid to Topkhana desh grih Nirman Samiti for purchasing of Land at Jaipur for construction of building . The matter is under subjudice

7. Expenses and receipts relating to earlier year amounting to Rs .Nil and Rs. 44.66 Lacs respectively (Previous year Rs. 3.48 Lacs and Rs. Nil lacs) debited/credited to respective expenses and Income heads .

8. Incompliance with Accounting Standard - 27 on financial reporting of interest in joint venture/partnership firm. Following disclosure are made in respect of jointly controlled entities in which the company is a joint venturer/partner.

9. As per accounting standard 21 on "Consolidated Financial Statements" and accounting standard 23 on "Accounting for investment in associates in consolidated financial statements" issued by the institute of Chartered Accountants of India, The company has presented consolidated financial statements including subsidiary and associates. Accordingly segment information as required under Accounting Standard 17 (AS-17) on segment reporting is included under the notes to consolidated financial statements subject to note no .16c.

10.PUBLIC OFFER

a) During the year 2006-2007, the company has issued and allotted 20000000 equity share of face value of Rs. 1/- each at a premium of Rs. 59/- per equity shares to qualified institutional buyers (QIB)

11. The Company has provided for liability of gratuity aggregating to Rs. 39.33 Lacs (Previous year Rs. 28.81 lacs)for employees who have qualified for it as per payment of Gratuity Act. The company could not comply with the requirement of AS - 15 retirement benefit issued by ICAI as the valuation by a Certified acturian is under process.

12. The company has received show cause notice from RIICO challenging its own permission granted to the company for the construction and sale of residential flats on the allotted land. The company has given a suitable reply and the matter is under reconsideration of RIICO. The liabilities if any, arising in this accord can be upto the conversion/premium charge for the changed use of land.

13. (a) The company has taken Office Premises and directors residence on cancelable Operating Lease. The tenure of these agreements range between 3 to 5 Years.

The amount of lease rentals paid of Rs. 4440000 (P.Y. Rs. 3080000) has been charged under the head " Rent" in Schedule 16.

(b) The company has entered into separate cancelable Operating lease for Premises and Machinery. The tenure of these agreements range between Six months to three years.

The amount of lease rentals paid of Rs. 8768431 (P.Y. Rs. 43712493) has been charged under the head " Rent /Hire charges for Equipments" in Schedule 15 and "Rent" in Schedule 16.

(c) The company has Leased premises and Machinery on cancelable Operating Lease.The aggregate amount of lease rentals received amounting to Rs.5520000(P.Y. Rs. 5520000) have been credited under the head " Rent and hire charges" in Schedule 11.

• As certified by the management.

• Since the companys installed capacity is dependent on product mix, which in turn is decided on the basis of actual demand for Various products from time to time, it is not feasible for the company to give exact installed capacity. The company has, however, indicated installed capacity on the basis of years product mix as certified by a director and being a technical mater accepted by the auditors as correct.

b) Particulars in respect of opening stock, Goods manufactured, sales, closing stocks and Trading Activities are given in annexure no.1.

c) Particulars in respect of consumption of raw material, accessories and bought out items are given in annexure no. 2.

d) Multiplex Division:

The operation of Multiplex division given to Inox Leisure Limited on Fixed sharing basis for a period from 16.06.2006 to 15.06.2013. The fixed income shown under the schedule no. 10. Hence it is not possible to give quantitative details and informations required under paragraph 3, 4C & 4D of part II of schedule 6of the companies act 1956.

e) Hotel division:

Hotel Division of the company is mainly engaged in the business of sale of room and restaurant income. It is not practical to give the quantitative wise details in respect of purchases consumption, turnover and stock etc. The company has been granted exemption from Ministry of company affairs vide their order dated 05.02.09 .to disclose the quantitative details in compliance of paragraph 3, 4C & 4D of part II of schedule VI of the companies act. 1956, for the year ending from 01.04.08 to 31.03.2011.

14. Figures for previous year have been re-arranged/regrouped wherever necessary to make them comparable.

15. Schedule 1 to 18 and the statement of additional information form an integral Part of the Balance Sheet & Profit and Loss Account and have been duly authenticated.

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