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Notes to Accounts of Phoenix Lamps Ltd.

Mar 31, 2016

(a) Terms/ rights attached to equity shares:

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees.

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

* The promoters of the Company have been changed upon acquisition of 51% stake by Suprajit Engineering Limited on June 18, 2015 and subsequently 0.05% through Open Offer. Consequent to this acquisition, Company has become subsidiary of Suprajit Engineering Limited. The promotors have further acquired 10.88% stake in the Company on October 9, 2015 pursuant to share purchase agreement dated May 6, 2015.

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

Indian rupee loan of Rs.750.00 lacs (including current maturities of Rs.88.23 lacs) (Previous year Nil and Nil respectively) carries interest @11.25% p.a. The loan is repayable in 17 quarterly installments of Rs.44.12 lacs each, starting from the end of 12th month from the date of drawdown. The loan is secured by exclusive charge on the plant and machinery purchased/to be purchased from the said term loan and second pari passu charge on immovable and movable fixed assets of the Company situated at Plot No. 59 A, 59 D & A1 at Noida.

* The Company is carrying post sales warranties provision for Auto Lamps based on historical experience and future estimate of claims by the management and it is expected that significant portion of these costs will be incurred in the next financial year.

i. Cash credit facilities from banks are secured by first pari-passu charge by way of hypothecation of entire current assets of the Company, both present and future situated at Plot No. 59 A, 59 D & A1 at Noida and further secured by way of first pari-passu charge on movable and immovable fixed assets (except fixed assets on which exclusive charge has been created towards term loan availed by the Company) of the Company situated at Plot No. 59 A, 59 D & A1 at Noida. The cash credit facilities are repayable on demand and carry interest @10.75% p.a.

ii. Packing credit foreign currency loan from a bank is for a term not exceeding a period of 180 days from the drawdown date and carries interest @3.00% p.a. These borrowings are secured by first pari-passu charge by way of hypothecation of entire current assets of the Company, both present and future situated at Plot No. 59 A, 59 D & A1 at Noida and further secured by way of second pari-passu charge on movable and immovable fixed assets (except fixed assets on which exclusive charge has been created towards term loan availed by the Company) of the Company situated at Plot No. 59 A, 59 D & A1 at Noida.

iii. Overdraft facilities from banks are repayable on demand and carry interest @10.50% to 10.75% p.a. These borrowings are secured by way of first pari-passu charge by way of hypothecation of entire current assets of the Company, both present and future situated at Plot No. 59 A, 59 D & A1 at Noida and further secured by:

(a) first pari-passu charge on movable and immovable fixed assets (except fixed assets on which exclusive charge has been created towards term loan availed by the Company) of the Company situated at Plot No. 59 A, 59 D & A1 at Noida for amount Rs. 598.78 lacs and;

(b) second pari-passu charge on movable and immovable fixed assets (except fixed assets on which exclusive charge has been created towards term loan availed by the Company) of the Company situated at Plot No. 59 A, 59 D & A1 at Noida for amount Rs. 0.37 lac.

iv. Bill discounting facilities from banks carry interest @ 9.75% to 10.15% p.a. Bill discounting facility from a bank of Rs. 365.90 lacs is secured by first pari-passu charge by way of hypothecation of entire current assets of the Company, both present and future situated at Plot No. 59 A, 59 D & A1 at Noida and further secured by way of first pari-passu charge on movable and immovable fixed assets of the Company, (except fixed assets on which exclusive charge has been created towards term loan situated at Plot No. 59 A, 59 D & A1 at Noida). Bill discounting facility from a bank of Rs. 1,035.23 lacs is secured by second charge by way of hypothecation of entire current assets of the Company, both present and future situated at Plot No. 59 A, 59 D & A1 at Noida and further secured by way of second pari-passu charge on movable and immovable fixed assets (except fixed assets on which exclusive charge has been created towards term loan availed by the Company) of the Company situated at Plot No. 59 A, 59 D & A1 at Noida.

Notes:

a. During the year ended March 31, 2016, the Company has acquired the remaining shareholding i.e. 25,000 equity shares of EURO 1 each fully paid up in its downstream subsidiary Trifa Lamps Germany, GmbH (Trifa), from its another downstream subsidiary Luxlite Lamps SARL Luxembourg, for a consideration of EURO 41.61 lacs (Rs.3,116.32 lacs) based on a valuation performed by an independent valuer. Thus, Trifa became a wholly owned subsidiary of the Company. These shares were transferred to the Company vide share purchase agreement dated February 16, 2016 and notary document evidencing the transfer of shares dated March 10, 2016. The registration of the aforesaid number of 25,000 equity shares with the Registry of Commerce as required under the applicable laws in Germany is under process.

b. International Lamps Holding Company S.A. (“ILHC”), the wholly owned subsidiary of the Company, was merged with its wholly owned subsidiary Luxlite Lamps SARL Luxembourg effective from March 30, 2016 with an exchange ratio of 0.0098:1 (received 91,125 equity shares of EURO 100 each fully paid up in exchange of 93,40,000 equity shares of EURO 1 each fully paid up) as arrived on the basis of the valuation report of an independent valuer. Accordingly, with the requisite approval from regulatory authority, Luxlite Lamps SARL Luxembourg became a wholly owned subsidiary of the Company. The accounting effect of the said merger has been given from the effective date i.e. April 01, 2015.

c. Based on the financial statements of the wholly owned subsidiary company namely Luxlite Lamps SARL Luxembourg as at March 31, 2016, the net worth of the subsidiary is partially eroded. The subsidiary company has incurred loss during the current year (without considering profit on sale of equity shares of Trifa Lamps Germany Gmbh to the Company) as well as in the earlier years. The Company has carried out the fair valuation of the subsidiary company as at March 31, 2016 by an independent value and has accordingly made a provision of Rs.1,995.36 lacs on account of diminution in the value of its investment in the subsidiary company. The same has been shown under ‘Exceptional item’ in note no. 26 to the financial statements.

*Based on favorable decision in similar cases, discussions with the advocate etc, the Company believes that there is fair chance of decision in its favour and hence no provision is considered necessary against the same.

The Contingent Liabilities disclosed above exclude liabilities pertaining to General Lighting business which are to be borne by Halonix Technologies Private Limited (“HTPL”) to whom the business had been transferred in the Financial Year 2013-14, in accordance with the Business Transfer Agreement signed by the Company with HTPL._

Note 1: Leases

The Company has taken various residential and warehouse premises under operating lease agreements. These are generally cancellable and are renewable by mutually agreed terms. There are no restrictions imposed by Lease

Note 2: The Company has initiated the process of obtaining confirmation from suppliers who have registered themselves under the Micro Small Medium Enterprises Development Act, 2006 (MSMED Act, 2006). Based on the information available with the Company, the details of dues to Micro and Small Enterprise as per MSMED Act, 2006 are as under:-

Note 3 : Related Party Disclosures

The Company has the following related parties in accordance with Accounting Standard- 18 specified under Section 133 of the Companies Act 2013:

Nature of Relationship Names of the Related Parties

Related parties where control exists

i) Subsidiaries a) Luxlite Lamps SARL Luxembourg (“Luxlite”) (w.e.f. March 30, 2016; downstream subsidiary till March 29, 2016)

b) Trifa Lamps Germany GmbH (“Trifa”) (w.e.f. February 16, 2016; downstream subsidiary till February 15, 2016)

c) International Lamps Holding Company S.A. (“ILHC”) (wholly owned subsidiary till March 29, 2016)

ii) Holding Company a) Suprajit Engineering Limited (w.e.f. June 18, 2015)

b) Argon India Limited (Argon India) (till June 17 2015)

iii) Enterpries under common control a) Argon South Asia Limited (Argon South) (till June 17, 2015) (Fellow Subsidiary)

iv) Key Management personnel a) Mr. K. Ajith Kumar Rai (Chairman) (w.e.f. June 18, 2015)

b) Mr. Mohan Srinivasan Nagamangala (Director & Chief Executive Officer) (w.e.f. June 18, 2015)

c) Mr. Pranay D Gandhi (Managing Director) (till June 18, 2015)

v) Enterprises owned or significantly Suprajit Foundation (w.e.f. June 18, 2015) influenced by Key Management Personnel

i) Previous Year figures are given in brackets.

ii) The remuneration to the key managerial personnel does not include the provision made for gratuity and leave benefits, as they are determined on an actuarial basis for the Company as a whole and includes value of perquisites based on actual payment or evaluated as per Income Tax Rules, 1962.

iii) *Refer note no. (b) of note 12 to the financial statements.

Note 4 : Segment Reporting Business Segment

The Company is engaged in the manufacturing of Auto Lamps and caters to both domestic and international markets. The product do not have any different risk and returns and thus the Company has only one business segment. Geographic Segments

The following table shows the distribution of the Company’s consolidated sales by geographical market regardless of where the goods were produced and the carrying amount of trade receivable by geographical market.

Notes:

(i) The Company has common fixed assets located in India for producing goods for domestic as well as overseas markets. Hence separate figures for fixed assets/additions to fixed assets have not been furnished.

(ii) Previous Year figures are given in brackets.

Note 5: Gratuity and other post employment benefit plans Defined contribution plan Contribution to Recognized Provident Fund

The Company has contributed Rs.121.94 lacs (March 31, 2015 Rs.12768 lacs) towards provident fund during the year ended March 31, 2016.

Gratuity Plan

The Company has defined benefit gratuity plan. Gratuity is computed as 15 days salary for every completed year of service or part thereof in excess of 6 months and is payable on retirement/termination/resignation. The enterprises has funded the liability with Life Insurance Corporation (LIC). Company makes provision of such gratuity liability in the books of accounts on the basis of actuarial valuation as per the projected unit credit method.

The following tables summaries the components of net benefit expense recognized in the statement of profit and loss and amounts recognized in the balance sheet for the Gratuity.

The estimates of future salary increases, considered in Actuarial Valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The overall expected rate of return on Assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligations is to be settled. The Company expects to contribute Rs 90.45 lacs to Gratuity Fund in the next year. (March 31, 2015: Rs. 90.90 lacs).

Note 6 : (a) The asset of Rs.154.32 lacs (March 31, 2015: Rs.622.44 lacs) recognized by the Company as ‘MAT Credit Entitlement’ under ‘Loans and Advances, in respect of MAT payment for current and earlier years, represents that portion of MAT liability which can be recovered and set off in subsequent periods based on the provisions of Section 115JAA of the Income Tax Act, 1961. The management based on the future profitability projections, is of the view that there would be sufficient taxable income in foreseeable future, which will enable the Company to utilize MAT credit assets.

(b) Provision for Income tax has been made after considering available various allowances and benefit based on expert’s opinion.

Note 7 : Change in accounting estimates

During the year, the Company has re-assessed the remaining useful life of certain plant and machinery having gross block of Rs.205.38 lacs on technical evaluation and accordingly has provided additional depreciation of Rs.113.13 lacs on these assets to depreciate them fully during the year.

Had the Company continued to use the earlier basis of providing depreciation, the charge to the statement of profit and loss for the current year would have been lower by Rs.113.13 lacs and the net block of fixed assets would correspondingly have been higher by Rs.113.13 lacs.

There was no investment made in the previous financial year.

The details of investment of the Company are given in Note no. 12.

Note 8 : The Board of Directors of the Company at its meeting held on April 18, 2016 approved a draft scheme of amalgamation of the Company with Suprajit Engineering Limited, the holding company of the Company, subject to necessary approval of the shareholders of both the companies and other regulatory approvals.

Note 9 : Previous Year’s Figures

Previous year’s figures have been regrouped/rearranged wherever considered necessary, to conform to current year’s classifications.

1


Mar 31, 2015

1. Nature of Operation

Phoenix Lamps Limited (hereinafter referred to as "the Company") is a public company domiciled in India. The Company is engaged in manufactuing of Auto Lamps and caters to both domestic and international markets. During the previous year, General Lighting Lamps business had been sold to Halonix Technologies Private Limited ("HTPL") and the said business had been shown as discontinued operations in the financial statements.

Terms/ rights attached to preference shares:

Holder of Redeemable Preference shares is entitled to one vote per share only on resolution placed before the Company which directly affect the rights attached to Redeemable Preference shares.

"As per the scheme of Arrangement of Share Capital u/s 391 of Companies Act, 1956 approved by Hon''ble Allahabad High Court vide order dated 22.02.2000 & 22.04.2002, the Company had converted 13,160,000 equity shares of face value of Rs. 10/- each aggregating to Rs. 1,316 lacs into 1,316,000 Redeemable Preference shares of Rs. 100/- each aggregating to Rs. 1,316 lacs. Redeemable Preference shares do not carry any dividend rights. Out of 1,316,000 Redeemable Preference shares, 550,000 Redeemable Preference shares are redeemable at par after April 1, 2012 and 766,000 Redeemable Preference shares are redeemable at par after March 31,2007 on such date as the Board of Directors may determine.

During the year, Company has redeemed 766,000 preference shares of Rs. 766 lacs on 4th July, 2014 and 550,000 preference shares of Rs. 550 lacs on 16th October, 2014 at par.

Working capital facilities from banks are secured by first pari-passu charge by way of hypothecation of entire Current assets of the Company, both present and future situated at Plot No. 59 A, 59 D & A1 at Noida and further secured by way of first pari passu on movable and immovable fixed assets of the Company situated at Plot No. 59 A, 59 D & A1 at Noida. These loans are repayable on demand and carry interest varied from 10.75% p.a. to 14.20% p.a. during the year.

* Acceptances represent amount outstanding under Purchase Bill Discounting Facility of Rs. 1,500 lacs under Receivable Finance Scheme of Small Industries Development Bank of India (SIDBI). The said facility is secured by second charge on all movable and immovable fixed assets of the Company situated at Plot No. 59 A, 59 D & A1 at Noida and residual charge on the current assets of the Company.

Note 2: (i) Contingent Liabilities (To The Extent Not Provided) (Rs. in Lacs) As at Particulars March 31, 2015 March 31,2014

Outstanding guarantees and counter guarantees to various banks, in respect of the guarantees given by those banks in favour of various government authorities and others. - 1.54

Demands from the Indian tax authorities for disputed demands of income tax. The said amount includes mainly addition in sales, disallowance of purchases, other expenses and benefits and TDS for the Assessment Years 2005-06, 2009-10 to 2014-15* 8,609.94 5,310.76

VAT/Sales Tax demands* 16.03 1.93

Excise duty paid under Protest* 66.18 66.18

Penalty against service tax demand* 10.27 10.27

Standby Letter of credit in favour of a bank towards loan taken by a subsidiary company 1,215.19 1,486.38

Claims also includes suspension period wages* 89.02 132.29

Claims against the Company not acknowledged as debts* - 511.89

Notes to financial statements for the year ended March 31, 2015

*Based on favourable decision in similar cases, discussions with the advocate etc, the Company believes that there is fair chance of decision in its favour and hence no provision is considered necessary against the same.

The Contigent Liabilities disclosed above exclude liabilities pertaining to General Lighting business which are to be borne by Halonix Technologies Private Limited ("HTPL") to whom the business had been transferred in the previous year in accordance with the Business Transfer Agreement signed by the Company with HTPL.

Note 3: (ii) The Company is involved in various litigations, the outcomes of which are considered as probable amounting to Rs. 490.10 lacs, and in respect of which the Company has already paid and provided the same as at March 31,2015.

i) Previous Year figures are given in brackets.

ii) The remuneration to the key managerial personnel does not include the provisions made for gratuity and leave benefits, as they are determined on an actuarial basis for the company as a whole and includes value of perquisites based on actual payment or evaluated as per Income Tax Rules, 1962.

iii) Provision against dimunition in the value of investment of Rs.5.00 lacs made in Halonix Technologies Limited was written back during the previous year on sale of investment.

iv) Trade payables amounting to Rs. 1.31 lacs towards Luxlite has been written back during the current year.

Note 4: Gratuity and other post employment benefit plans Defined contribution plan Contribution to Recognised Provident Fund

The Company has contributed Rs.144.08 lacs (March 31,2014 Rs. 200.02 lacs) towards provident fund during the year ended March 31,2015.

Gratuity Plan

The Company has defined benefit gratuity plan. Gratuity is computed as 15 days salary for every completed year of service or part thereof in excess of 6 months and is payable on retirement/termination/resignation. The enterprises has funded the liability with Life Insurance Corporation (LIC). Company makes provision of such gratuity liability in the books of accounts on the basis of actuarial valuation as per the projected unit credit method.

The following tables summarize the components of net benefit expense recognized in the statement of profit and loss and amounts recognized in the balance sheet for the Gratuity.

Note 5: (a) The asset of Rs. 622.44 lacs (March 31, 2014: Rs. 853.01 lacs) recognized by the Company as ''MAT Credit Entitlement'' under ''Loans and Advances'', in respect of MAT payment for current and earlier years, represents that portion of MAT liability which can be recovered and set off in subsequent periods based on the provisions of Section 115JAA of the Income Tax Act, 1961. The management based on the future profitability projections, is of the view that there would be sufficient taxable income in foreseeable future, which will enable the Company to utilize MAT credit assets.

(b) Provision for Income tax has been made after considering available various allowances and benefit based on expert''s opinion.

Note 6: The Company had made investment of Rs. 7,923.03 lacs in the equity share capital of International Lamps Holding Company S.A (ILHC), which has down stream trading subsidiaries Luxlite Lamps SARL Luxembourg ("Luxlite") and Trifa Lamps Germany GmbH ("Trifa"). Further, the Company has provided letter of financial support to one of the down stream subsidiary. As per the audited consolidated financial statement of ILHC, its net worth is Rs. 650.23 lacs (Equivalent Euro 9.63 lacs). The Company represents that as investment in ILHC is strategic in nature and has resulted in increased business for the Company on consolidated basis, the value of the investment is fairly stated in the books and there is no long term diminution in the value of the said investment.

Note 7: Managerial Remuneration

a. The Company had paid managerial remuneration of Rs. 86.34 lacs to erstwhile Managing Director in an earlier year in excess of the limits prescribed under the Companies Act / approval earlier obtained from Central Government. The Company has made applications / revision applications for seeking approval for the excess remuneration. Pending receipt of the approval, no adjustments have been made in the financial statements.

b. The Company has charged excess remuneration to the statement of profit and loss in view of the revision applications pending for approval of the excess remuneration paid to its erstwhile Managing Director before Central Government.

Note 8: Discontinued Operations

During the previous year on August 30, 2013, the Company had completed sale of its General Lighting Lamps business, which was a separate business segment, on slump sale basis to Halonix Technologies Private Limited for an aggregate consideration of Rs. 16,000 lacs (net of adjustment Rs. 7,671.25 lacs), pursuant to Business Transfer Agreement dated July 23, 2013. Accordingly, General Lighting Business had been considered as discontinued operations.The net gain of Rs. 3,975.92 lacs arising from sale of the said business had been disclosed separately under exceptional items. The tax expense relating to profit on sale of such business amounting to Rs. 1,230.35 lacs was included in the provision for income tax. The net profit after tax pertaining to the ''Discontinued operation'' had also been disclosed separately. The Company''s continuing operation represents revenues from Auto Lamps business.

Note 9: Change in accounting estimate

(i) Till the year ended 31 March 2014, Schedule XIV to the Companies Act, 1956 prescribed requirements concerning depreciation of fixed assets. From the current year, Schedule XIV has been replaced by Schedule II to the Companies Act, 2013. Considering the applicability of Schedule II, the management has re-estimated useful lives of all its fixed assets. The management believes that depreciation rates currently used fairly reflect its estimate of the useful lives of fixed assets prescribed under Schedule II.

Accordingly, the Company has charged the additional depreciation on account of revision of useful lives of its fixed assets to the statement of profit and loss. Had the Company continued to follow the earlier useful lives, the depreciation expense for the year would have been lower by Rs. 175.70 lacs, profit before tax would have been higher by Rs. 175.70 lacs and corresponding impact on net block of the fixed assets.

(ii) During the year, the Company has further reassssed the remaining useful life of certain plant and machinery, office equipments and furniture & fixtures having gross block of Rs. 550.77 lacs on technical evaluation and accordingly has provided accelerated depreciation of Rs. 46.08 lacs on these assets to depreciate them fully during the year.

Had the Company continued to use the earlier basis of providing depreciation, the charge to the statement of profit and loss for the current year would have been lower by Rs. 46.08 lacs and the net block of fixed assets would correspondingly have been higher by Rs. 46.08 lacs.

Note 10: Previous Year''s Figures

Previous year figures have been reclassified to conform to this year''s figures. The financial statements are not comparable with previous year due to the sale of General Lighting Lamps division on August 30, 2013.


Mar 31, 2014

1. Nature of Operation

Phoenix Lamps Limited (Formerly Halonix Limited) (hereinafter referred to as "the Company") is a public company domiciled in India and incorporated under the provisions of the Companies Act,1956. The Company has changed its name from Halonix Limited to Phoenix Lamps Limited during the year. The Company is engaged in manufactuing of Auto Lamps and caters to both domestic and international markets. During the current year, the General Lighting Lamps business has been sold to Halonix Technologies Private Limited ("HTPL") (formerly Halonix Technologies Limited) and the said business has been shown as discontinued operations in the financial statements.

Note 2: Contingent Liabilities (To The Extent Not Provided) (Rs. in Lacs)

Particulars March 31, 2014 March 31, 2013

Contingent liabilities:

Outstanding guarantees and counter guarantees to various banks, in respect of the 1.54 153.20 guarantees given by those banks in favour of various government authorities and others.

Demands from the Indian tax authorities for disputed demands of income tax. The said amount 5,310.76 5,436.34 includes mainly addition in sales, disallowance of purchases and other expenses and benefits for the assessment year 2009-10 & 2010-11.*

VAT/Sales Tax demands* 1.93 115.06

Excise duty paid under Protest* 66.18 66.18

Penalty against service tax demand* 10.27 –

Penalty for non fulfillment of export obligation by Director General of Foreign Trade Delhi.* – 13.44

Penalty against Advance License by DGFT Delhi & Duty saved therein.* – 156.50

Corporate Guarantee given to step down wholly owned subsidiary company – 695.44

Standby Letter of credit in favour of a bank towards loan taken by a subsidiary company 1,486.38 1,252.34

Claims also includes suspension period wages* 132.29 113.80

Claims against the Company not acknowledged as debts* 511.89 –

*Based on favourable decision in similar cases, discussions with the advocate etc, the Company believes that there is fair chance of decision in its favour and hence no provision is considered necessary against the same.

The Contigent Liabilities disclosed above exclude liabilities pertaining to General Lighting business which are to be borne by Halonix Technologies Private Limited ("HTPL") to whom the business has been transferred in accordance with the Business Transfer Agreement signed by the Company with HTPL.

Note 3: Gratuity and other post employment benefit plans

Defined contribution plan

Contribution to Recognised Provident Fund

The Company has contributed Rs. 200.02 lacs (March 31, 2013 Rs. 263.74 lacs) towards provident fund during the year ended March 31, 2014.

Gratuity Plan

The Company has defined benefit gratuity plan. Gratuity is computed as 15 days salary for every completed year of service or part thereof in excess of 6 months and is payable on retirement/termination/resignation. The enterprises has funded the liability with Life Insurance Corporation (LIC). Company makes provision of such gratuity liability in the books of accounts on the basis of actuarial valuation as per the projected unit credit method.

The following tables summarie the components of net benefit expense recognized in the statement of profit and loss and amounts recognized in the balance sheet for the Gratuity.

Note 4: (a) The asset of Rs 853.01 lacs (March 31, 2013: Rs. 60.02 lacs) recognized by the Company as ‘MAT Credit Entitlement’ under ''Loans and Advances'', in respect of MAT payment for current and earlier years, represents that portion of MAT liability which can be recovered and set off in subsequent periods based on the provisions of Section 115JAA of the Income Tax Act, 1961. The management based on the future profitability projections, is of the view that there would be sufficient taxable income in foreseeable future, which will enable the Company to utilize MAT credit assets.

(b) Provision for Income tax has been made after considering available various allowances and benefit based on expert''s opinion.

Note 5: "The Company has made investment of Rs. 7,923.03 lacs (including 7,897.99 lacs during the year) in the equity share capital of International Lamps Holding Company S.A (ILHC), which has down stream trading subsidiaries Luxlite Lamps SARL Luxembourg ("Luxlite") and Trifa Lamps Germany GmbH ("Trifa"). As per the audited consolidated financial statement of ILHC, its net worth is Rs. 2,112.65 lacs. The Company represents that as investment in ILHC is strategic in nature and has resulted in increased business for the Company on consolidated basis, the value of the investment is fairly stated in the books and there is no long term diminution in the value of the said investment."

Note 6: Managerial Remuneration

a. The Company had paid managerial remuneration of Rs. 182.44 lacs to erstwhile Managing Directors in earlier years in excess of the limits prescribed under the Companies Act / approval earlier obtained from Central Government. The Company has made applications / revision applications for seeking approval for the excess remuneration. During the year, Company''s application for waiver of excess remuneration of Rs. 79.94 lacs paid to erstwhile managing director has been rejected by the Ministery of Corporate Affairs, Govt. of India (MCA). Against the rejection order, the Company has filed revised application. Pending receipt of the approval, no adjustments have been made in the financial statements.

b. The Company has charged excess remuneration to the statement of profit and loss in view of the revision applications pending for approval of the excess remuneration paid to its erstwhile Managing Directors before Central Government.

c. Director''s commission to non-executive directors provided during the year of Rs. 20 lacs is subject to approval of shareholders in the ensuing annual general meeting.

Note 7: Discontinued Operations

On August 30, 2013, the Company has completed sale of its General Lighting Lamps business, which was a separate business segment, on slump sale basis to Halonix Technologies Private Limited for an aggregate consideration of Rs. 16,000 lacs (net of adjustment Rs. 7,671.25 lacs), pursuant to Business Transfer Agreement dated July 23, 2013. Accordingly, General Lighting Business has been considered as discontinued operations.The net gain of Rs. 3,975.92 lacs arising from sale of the said business has been disclosed separately under exceptional items. The tax expense relating to profit on sale of such business amounting to Rs. 1,230.35 lacs is included in the provision for income tax. The net profit after tax pertaining to the ''Discontinued operation'' has also been disclosed separately. The Company''s continuing operation represents revenues from Auto Lamps business.

Note 8: Change in accounting estimate

During the year, the Company has reassssed the remaining useful life of certain plant and machinery having gross block of Rs. 261.54 lacs and accordingly has provided accelerated depreciation of Rs. 217.98 lacs on these assets to depreciate them fully during the year.

Had the Company continued to use the earlier basis of providing depreciation, the charge to the statement of profit and loss for the current year would have been lower by Rs. 217.98 lacs and the net block of fixed assets would correspondingly have been higher by Rs. 217.98 lacs.

Note 9: Loans and advances in the nature of loans given to subsidiaries

Halonix Technologies Limited (ceased to be subsidiary w.e.f. August 30, 2013)

Balance as at 31 March 2014: Rs. Nil (31 March 2013: Rs. 205.94 lacs)

Maximum amount outstanding during the year Rs. 268.51 lacs (31 March 2013: Rs. 205.94 lacs)

Note 10: Previous Year''s Figures

Previous year figures have been reclassified to conform to this year''s figures. The financial statements are not comparable with previous year due to the sale of General Lighting Lamps division on August 30, 2013.


Mar 31, 2013

1. Nature of Operation

Halonix Limited (hereinafter referred to as "the Company") is a public company domiciled in India and incorporated under the provisions of the Companies Act,1956. The Company is engaged in manufacturing of Auto and General Lighting Lamps and caters to both domestic and international markets.

Note 2 Contingent Liabilities (To The Extent Not Provided)

(Rs. in Lacs)

Particulars As At As At March 31, 2013 March 31, 2012

Contingent liabilities :

Outstanding guarantees and counter guarantees to various banks, 153.20 405.43

in respect of the guarantees given by those banks in favour of various government authorities and others.

Demands from the Indian tax authorities for disputed demands of income tax. 5,436.34 86.75

The said amount includes mainly addition in sales, disallowance of purchases and other expenses and benefits for the assessment year 2010-11.*

VAT/Sales Tax demands* 115.06 115.09

Excise duty paid under Protest* 66.18 66.18

Penalty for non fulfillment of export obligation by Director General of Foreign Trade Delhi.* 13.44 13.44

Penalty against Advance License by DGFT Delhi & Duty saved therein.* 156.50 152.44

Corporate Guarantee given to step down wholly owned subsidiary company 695.44 -

Standby Letter of credit in favour of a bank towards loan taken by a subsidiary company 1,252.34 -

Claims also includes suspension period wages* 113.80 99.69

Note 31 The Company has taken various residential , office and warehouse premises under operating lease agreements. These are generally cancelable and are renewable by mutually agreed terms. There are no restrictions imposed by Lease Agreements There are no sub leases. The disclosure in respect of non cancellable operating leases is given below:

i) Previous Year figures are given in brackets

ii) No amount has been written off or provided for in respect of transactions with the related parties except for provision made for doubtful receivables of Rs. 205.94 lacs in respect of Halonix Technologies Limited (Previous year Rs. Nil).

iii) Provision for Doubtful debts of Rs. 1,153.40 lacs made in respect of Luxlite lamp s.a.r.l, a downstream subsidiary in current and earlier years has been written back during the year post acquisition of International Lamps Holding Company S.A, its holding company.

iv) The investment of Rs.5 lacs made in Halonix Technologies Limited is fully provided in books.

v) Managerial remuneration figures for previous year include Rs.29.39 lacs for Mr. Rajesh Kocchar, Rs.31.83 lacs for Mr. S. K Neogi and Rs.24.30 lacs for Mr. Gurvikram Singh.

Note 3 Gratuity and other post employment benefit plans

Defined contribution plan

Contribution to Recognised Provident Fund

The Company contributed Rs 263.74 lacs (March 31, 2012 Rs. 255.88 lacs) towards provident fund during the year ended March 31, 2013.

Gratuity Plan

The Company has a defined benefit gratuity plan. Gratuity is computed as 15 days salary for every completed year of service or part thereof in excess of 6 months and is payable on retirement/termination/resignation. The enterprises has funded the liability with Life Insurance Corporation (LIC). Company makes provision of such gratuity liability in the books of accounts on the basis of actuarial valuation as per the projected unit credit method.

The following tables summarise the components of net benefit expense recognized in the statement of profit and loss and amounts recognized in the balance sheet for the Gratuity.

Note 4 The Board of directors of the Company, vide resolution dated April 12, 2013 subject to shareholders'' approval and such other approvals / sanctions as may be required in this connection, approved the sale / transfer of the undertaking pertaining to General Lighting business of the Company to Halonix Technologies Limited, a wholly owned subsidiary of the Company by way of slump sale. In the opinion of the management realised value would be higher than the book value of the net assets of the said undertaking. Hence, no adjustment is required to be made in the financial statements.

Note 5 The asset of Rs 60.02 lacs (Previous Year Rs.60.02 lacs) recognized by the Company as ''MAT Credit Entitlement'' under ''Loans and Advances'', in respect of MAT payment for earlier years, represents that portion of MAT liability which can be recovered and set off in subsequent periods based on the provisions of Section 115JAA of the Income Tax Act, 1961. The management based on the future profitability projections, is of the view that there would be sufficient taxable income in foreseeable future, which will enable the Company to utilize MAT credit assets.

Note 6 In accordance with Accounting Standard 22 ''Accounting for Taxes on Income'', issued by the Institute of Chartered Accountants of India, the Company would have a net deferred tax asset. However, in view of the tax losses incurred by the Company during the current and earlier years, deferred tax assets on timing differences and on unabsorbed depreciation and business losses and other items have not been accounted for in the books since it is not virtually certain that they will be realized against future profits.

Note 7 Change in accounting estimate

a. During the year, the Company has revised the estimated useful life of certain plant and machinery based on technical estimates made by the management. Accordingly, additional depreciation of Rs 188.27 lacs has been accounted for in the financial statements.

Had the Company continued to use the earlier basis of providing depreciation, the charge to the statement of profit and loss for the current year would have been lower by Rs. 188.27 lacs and the net block of fixed assets would correspondingly have been higher by Rs. 188.27 lacs.

b. During the year, the Company has changed its method of recognizing provision for warranty from actual claim basis to expected cost based on past trends. The additional charge of Rs. 972.77 lacs due to the change of method has been disclosed under Raw materials consumed.

Note 8 During the year, the Company acquired 100% shareholding by investing Rs 25.04 lacs in International Lamps Holding Company S.A (ILHC). The Company has trade receivable of Rs. 7,490.68 lacs outstanding from Luxlite Lamps Sarl, Luxembourg, wholly owned subsidiary of ILHC. As per the latest audited financial statement of ILHC, net worth of the company is fully eroded . This being long term strategic investment of the Company and also in view of the fact that the fair value of ILHC is substantially high, no provision has been considered necessary against the investment made and the outstanding trade receivable. Accordingly, provision of Rs. 1,153.40 lacs made against the trade receivable till the date of acquisition has been reversed during the year.

Note 9 Managerial Remuneration

a) The Company has paid managerial remuneration of Rs. 202.44 lacs to Directors and erstwhile Managing Directors in current and earlier years in excess of the limits prescribed under the Companies Act / approval earlier obtained from Central Government. The Company has made applications / revision applications / is in the process of making application for seeking approval for the excess remuneration. Director''s commission to non- executive directors provided during the year of Rs. 20 lacs (Previous year: Rs. 20 lacs) is subject to further approval of shareholders in the ensuing annual general meeting. Pending receipt of the approval, no adjustments have been made in the financial statements.

b) The Company has charged excess remuneration to the statement of profit and loss in view of the revision applications pending for approval of the excess remuneration paid to its Directors and erstwhile Managing Directors before Central Government.

Note 10 Loans and advances in the nature of loans given to subsidiaries

Halonix Technologies Limited

Balance as at 31 March 2013: Rs. 205.94 lacs (31 March 2012: Rs. 1,705.24 lacs)

Maximum amount outstanding during the year Rs. 4,405.93 lacs (31 March 2012: Rs. 2,131.51 lacs)

There is no repayment schedule in respect of this loan. It is repayable on demand.

Note 11 Previous Year''s Figures

Previous year figures have been reclassified to conform to this year''s figures.


Mar 31, 2012

1 Nature of Operation

Halonix Limited (hereinafter referred to as "the Company'') is a manufacturer of Auto and General Lighting Lamps.

a) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "Unallocable".

b) Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as "Unallocable".

Secondary Segment :

Geographical Segment

The analysis of geographical segments is based on the geographical location of the customers.

The geographical segments considered for disclosure are as follows:

- Sales within India include sales to customers located within India.

- Sales outside India include sales to customers located outside India.

Out of the Equity Share Capital :

1,48,07,670 Equity shares held by Argon India Limited, a holding Company.

The Company has equity shares having a par value of Rs. 10 per share. Each equity shareholder is entitled for one vote per share and also entitle for dividend per share.

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

Holder of Redeemable Preference shares is entitled to one vote per share only on resolutions placed before the Company which directly effect the rights attached to Redeemable Preference Shares - All Preference shares are held by Phoenix Electric Co., Japan.

As per the schemes of Arrangement of Share Capital u/s 391 of Companies Act, 1956 approved by Hon''ble Allahabad High Court vide order dated 22.02.2000 & 22.04.2002, the Company had converted 13,160,000 equity shares of face value of Rs. 10/- each aggregating to Rs. 1316 Lacs into 1,316,000 Reedemable Preference Shares of Rs. 100/- each aggregating to Rs. 1316 Lacs.Redeemable Preference shares do not carry any dividend rights. Out of 1,316,000 Redeemable Preference shares 550,000 redeemable preference shares are to be redeemed at par after 1st April'' 2012 and 766,000 redeemable preference shares are to be redeemed at par after 31st March,2007 on such date as the Board of Directors may determine after the Preference Shares held by Industrial Development Bank of India Limited have been redeemed in full and their liability have been fully discharged,.The Preference Shares held by Industrial Development Bank of India Limited have since been redeemed. The Board of Directors of the Company has not exercised its option to redeem the Preference Shares.

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

During the year under review the Axis Bank Limited sanctioned to the Company a Term Loan of Rs. 3,500 Lacs against which till March 31st,2012 the Company has availed a disbursement of Rs. 1,500 Lacs. The Term Loan carries interest of 13.25% P.A. and repayable in ten equated quarterly instalments of Rs. 350 Lacs each commencing from October 1st, 2012. Installments of Term Loan falling due within next 12 months is Rs. 700 Lacs.

The Company has significant unabsorbed depriciation / carry forward losses amounting to Rs.3,090.48 lacs. (PY Rs.3,468.63 lacs), including the losses disputed in appeal and / or pending assessment, as per the tax laws. In view of absence of virtual certainty of realisation of carried forward tax losses / unabsorbed depriciation in the foreseeable future, Deferred Tax Asset has been recognised only to the extent of Deferred Tax Liability.

In earlier year the Company had invested Rs 25.04 Lacs in equity /common shares of IHCL with an intention of holding the same for more than one year from the date on which such investment was made . Accordingly it classified the same as long term investment under AS-13 Accounting for Investment . The arrangement has since been rescinded and the share certificates have been kept with an Escrow Agent and therefore investment has been presented as current investment in the financial statement for the year ended 31st. March, 2012.

Provision for Doubtful receivables

Periodically, the Company evaluates all customer dues to the Company for collectability. The need for provisions is assessed based on various factors including collectability of specific dues, risk perceptions of the industry in which the customer operates, general economic factors, which could affect the customer''s ability to settle. The Company normaly provides for debtor''s outstanding for three months or longer from the due date, as at the Balance Sheet date, as per the policy . The Company pursues the recovery of the dues.

Income Taxes

The provision for taxation includes tax liabilities in India on the Company''s income as reduced by exempt incomes . Income from units 59 D,E,F in NSEZ is fully tax exempt under Section 10AA of the Income Tax Act 1961 ("the Act") for the first 5 years, 50% exempt for the next 5 years and 50% exempt for another 5 years subject to fulfilling certain conditions commencing from fiscal year 2005-06. Unit at Dehradun is exempt from tax under section 80IC of the Act commencing from the financial year 2004-05. Company commenced production and for next 5 years at the rate of 30% of the profit from the unit commencing from fiscal year 2009-10 The Company calculates its tax liability under Minimum Alternate Tax (MAT). The MAT credit can be carried forward and set-off against the future tax payable. In financial year 2011, the Company calculated its tax liability under normal provisions of the Act and losses computed as per the provisions of the Act has been carried forward to be set off against future taxable income under provision of the Act.

The Company has not incurred any expenditure during the financial year for the research & development of the product. The management is of the view that :-

a) There is a reasonable indications that current and future research & development cost incurred on the project together with expected productions, Selling & Administration costs are likely to be more than covered by future revenue / ben- efits and

b) The management has indicated its intention to produce and market the product

c) Adequate resources exists, and are reasonably expected to be available to complete the project and market the prod- uct/ process.

d) The Company has applied for patent vide application no. 1021/del/2009 date 19/05/2009.

2 SEGMENT REPORTING

Business Segments

The operating business are organized and managed separately according to the nature of products, with each segment representing a strategic business unit that offers different products and serves different markets. The identified segments are manufacturing & sale of Auto Lamps and General Lighting Lamps.

i) Previous Year figures are given in brackets.

Geographic Segments

The Company sells its products to various customers within the country and also exports to other countries. Considering the size and proportion of exports to local sales, the Company considers sales made within the country and exports as different geographical segment.

i) Previous Year figures are given in brackets.

3 EMPLOYEE BENIFITES: Provident Fund

Contribution to Recognised Provident Fund

The Company contributed Rs 255.88 Lacs (P.Y. Rs. 226.13 lacs) towards provident fund during the year ended March 31,2012.

Gratuity Plan

The Company has a defined benefit gratuity plan. Gratuity is computed as 15 days salary, for every completed year of service or part thereof in excess of 6 months and is payable on retirement / termination / resignation. The enterprises has funded the liability with Life Insurance Corporation (LIC). Company makes provision of such gratuity liability in the books of accounts on the basis of actuarial valuation as per the projected unit credit method.

The following tables summaries the components of net benefit expense recognized in the Profit and Loss Account and amounts recognized in the Balance Sheet for the Gratuity.

4 MANAGERIAL REMUNERATION

a) The Company has paid remuneration to the Managing Director of Rs. 226.74 Lacs till 31.03.2012 (Current Year Rs. 73.69 Lacs and upto 31.03.2011 Rs. 153.05 Lacs) in excess of the approval received from the Central Government. The Company has made applications/ revision applications seeking approval from the Central Government for excess remuneration of the limit specified under the Companies Act, 1956 Central Government approval obtained. The said approvals are awaited.

b) Further the Company has approved remuneration of Rs. 20 Lacs to two independent Directors U/s 309/198 for the period 2011-2012 pending shareholders and Central Government approval.

c) The Company has charged excess remuneration to the Profit and Loss Account in view of the revision applications pending for approval of the excess remuneration paid to its Managing Director and erstwhile Managing Director before Central Government.

5 PREVIOUS YEAR FIGURES

Till the year ended 31st March, 2011,the Company was using pre-revised Schedule VI to the Companies Act 1956, for the preparation and presentation of its financial statements. During the year ended 31st March, 2012. The revised Schedule VI Notified under the Companies Act 1956, has become applicable to the Company . The Company has reclassified previous year figures to confirm to this year''s classification.


Mar 31, 2011

A. NATURE OF OPERATION

Halonix Limited (hereinafter referred to as "the Company") is a manufacturer of Electric Lamps.

1 (A) Contingent liabilities not provided for in respect of: (Rs. in Lacs)

PARTICULARS Current Year Previous Year

a) Unexpired Bank Guarantees/ Standby Letter of Credit 1838.49 397.73

b) Suspension period wages 51.19 43.21

c) Disputed demand of Income Tax :- For the Assessment Year 2003-04,04-05,05-06 – 64.60 Disputed demand of Income Tax (TDS):- For Financial Year 2007-08,08-09,09-10 20.80 –

d) Disputed demand of TradeTax/ SalesTax /Value added Tax Tax under appeal :- i) Delhi Sales Tax Act 1975 1.07 1.07 ii) Uttarakhand Vat Act 2005 35.41 37.28 iii) U.P.Trade Tax Act 1948 2.07 2.07 iv) U.P.Vat Act 2008 11.01 13.19

e) Demand under Ex-party assessment for the F.Y.2007-08

i. U.P.Tax on Entry of Goods Act 2001 – 30.00

ii. U.P.Trade Tax Act 1948 – 622.34

iii. C.S.T.under CST Act 1956 – 2290.61

f) Excise Duty Under Protest 66.18 70.84

g) Pending Export obligation under Export Promotion

Capital Goods scheme. 107.52 107.52

Based on favourable decision in similar cases, discussions with the advocate etc, the Company believes that there is fair chance of decision in its favour and hence no provision is considered necessary against the same.

(B) Outstanding Commitment of capital contracts Rs. 933.77 lacs (Previous year Rs. 2213.08 lacs ) net of advances.

2. Capital Work in Progress Rs.836.62/-Lacs(Previous year Rs. 1216.98 Lacs) {Includes Capital Advance Rs 576.70/-Lacs (Previous year Rs. 850.44/- Lacs). Plant & machinery under errection Rs.256.76/- Lacs (Previous year Rs 342.55/- Lacs) & Other assets under errection Rs 3.16/-Lacs (Previous year Rs 24/- Lacs).

4. Secured Loans (Short term) falling due within next 12 months Rs. 1160.00 lacs (Previous Year Rs. 4510 lacs).

5. Sales includes sale of scrap of Rs. 217.13 lacs (Previous year Rs. 334 lacs ).

6. As per the Schemes of Arrangement of Share Capital u/s 391 of the Companies Act, 1956 approved by Honble Allahabad High Court vide order dated 22.02.2000 & 22.04.2002, the Company had converted 13,160,000 equity shares of face value of Rs.10/- each aggregating to Rs.131,600,000 into 1,316,000 Redeemable Preference Shares of Rs.100/- each aggregating to Rs. 131,600,000. Redeemable Preference Shares will not carry any dividend right. Out of this, 766,000 redeemable preference shares to be redeemed at par after 31st March ‘2007 on such date as the Board of Directors may determine, after the Preference Shares held by IDBI have been redeemed in full and their liabilities have been discharged AND 550,000 redeemable preference shares to be redeemed at par after 1st April 2010 on such date as the Board of Directors may determine after the Preference Shares held by IDBI have been redeemed in full and their liability have been fully discharged. The Preference Shares held by Industrial Development Bank of India Limited have since been redeemed. The Board of Directors of the Company has not exercised its option to redeem the preference shares falling due after 31st March, 2007.

7. During the year 2010-11, the company acquired 100% shareholding of International Lamps Holding Company S.A (ILHC) and through ILHC two downstream subsidiaries namely Luxlite Lamps Sarl in Luxembourg and Trifa Lamps GmbH in Germany. The Company, including through its wholly owned subsidiary ILHC and downstream subsidiaries Luxlite Lamp Sarl and Trifa Lamps GmbH, entered into various agreements like Escrow Agreement, Business Transfer Agreements, Transfer document for Business Transfer Agreement, Deed of Assignments (for IPRs and Brands) and Transfer Document for Deed of Assignment, with Luxlite Sarl and Trifa Gluhlampenwerk am Trifels GmbH to acquire the business of Luxlite Sarl in Luxembourg and Trifa Gluhlampenwerk GmbH in Germany , in terms of the approval of the Board of Directors, effective 02.11.10. Under the terms of the stated agreements, following actions were to be completed by various parties:

1. As on 02.11.2010, Luxlite Sarl, including through its subsidiary Trifa Gluhlampenwerk am Trifels GmbH, was to make payment of Rs. 36.04 crores ie the total outstanding of Luxlite Sarl towards the dues to the Company ie Halonix Limited (also the holding company through ILHC, of Luxlite Lamps Sarl and Trifa Lamps GmbH) before the Second Payment Date.

2. The Companies, Luxlite Lamps Sarl and Trifa Lamps GmbH, to take over the stock from Luxlite Sarl and Trifa Gluhlampenwerk am Trifels GmbH, amounting to Euro 5.94 million (Rs.36.96 crores) as on 02.11.2010.

3. International Lamps Holding Company SA, Luxlite Lamps Sarl and Trifa Lamps GmbH to pay the consideration in two parts ie 10% payment upfront and balance 90% before May 31, 2011 or as mutually agreed between the parties.

The status of the above stated agreements is :

1. Luxlite Sarl, still has to pay Rs. 16.38 crores out of total overdues of Rs 36.04 crores.

2. The Companies, Luxlite Lamp Sarl and Trifa Lamps GmbH, have already paid for the full stock, amounting to Euro 5.94 million ie Rs. 36.96 crores).

3. ILHC, Luxlite Lamps Sarl and Trifa Lamps GmbH have not paid any consideration including 10% payment upfront for the business / assets.

4. The share certificates of International Lamps Holding Company SA (ILHC) are deposited with the Escrow agent and shall be released only on fulfillment of Release of Sale Consideration on or before May 31, 2011 or as mutually agreed between the parties.

The Board of Directors of Company, since the transaction has not been consummated either in terms of the spirit of the agreements signed or by action, has passed a Resolution on 20.05.11 whereby this acquisition of overseas entities has been called off. This has also been notified to the Assignor and the Escrow Agent. Accordingly, as per the terms of Clause 5 of the Escrow Agreement relating to Release of the Sale consideration, Sale shares and other documents invoked by Halonix Limited, Share Purchase Agreement, and the respective BTAs and DOAs, the transaction shall get RESTITUTED and the Seller shall be required to refund the purchase price towards sale and purchase of the Sale Shares / equity investment and / or unsecured loans made by the Purchaser to the Company. The Management of the Company is of the opinion that all the dues from Luxlite Sarl, Luxlite Lamps Sarl, and Trifa Lamps GmbH are fully recoverable, including the Corporate guarantee of Euro 1 million and SBLC of Euro 1.7 million. Based on the above facts, the accounts of the subsidiaries have not been consolidated with the Companys accounts as on 31.03.2011.

8. The Board of Directors of the Company in their meeting held on 6.05.2010 approved the sale and transfer of its General Lighting Business, on a Slump Sale and Going concern basis, to its wholly owned subsidiary Halonix Technologies Limited (HTL), with effect from 1.4.2010. The company bifurcated its operations into Automotive and General Lighting businesses and obtained two independent valuation reports for the General Lighting business as on 31.3.2010. The shareholders of the company, accorded their approval for the sale of the General Lighting business to HTL and its subsequent sale. In terms of the AS-24 on "Discontinuing Operations", the company made requisite disclosures and reported its financial results for the quarters ended September 30, 2010 and December 31, 2010 since the proposed sale of business constituted "discontinuing operation" within the meaning of Accounting Standard-24. The Slump Sale Agreement for sale of General Lighting business has not been executed as on 31.3.2011. Based on Management recommendations, the Board of Directors of the Company, in their meeting held on 20.05.2011 i.e. before signing of the Accounts, has decided not to Sell and transfer its General Lighting business and continue both Automotive and General Lighting businesses as two separate and distinct reportable lines of business ie. Strategic Business units in terms of Accounting Standard 17 on Segmentation Reporting , to continue to avail economies of scale and synergies between the two businesses. The Management also feels that the General Lighting business is looking up and it is advantageous not to discontinue its operations Consequently, loss before tax for the year ended 31.03,2011 amounting to Rs.4597.97 Lacs for general lighting business could not be transferred.

9. Employee Benefits:

a) Contribution to Provident Fund:

Amount of Rs. 226.13 lacs (P.Y. Rs.264.33 lacs ) is recognized as an expense & included in Payment and Benefits to employees (Refer Schedule – 17) in the Profit & Loss account.

b) The following table sets out the status of the gratuity scheme plan as at 31st March,2011.

a. There is a reasonable indication that current and future research and development costs to be incurred on the project together with expected production, selling and administrations costs are likely to be more than covered by future revenues/benefits and

b. The management has indicated its intention to produce and market the product .

c. Adequate resources exist, and are reasonably expected to be available to complete the project and market the product / process.

d. The Company has applied for Patent vide application no. 1021/DEL/2009 dated 19/05/2009.

11. The company has taken various residential, office and warehouse premises under operating lease agreements. These are generally not non cancelable and are renewable by mutually agreed terms. There are no restrictions imposed by Lease Agreements. There are no subleases.

12. Disclosure required by Accounting Standard (AS-29) relating to ‘Provisions, Contingent Liabilities and Contingent Assets.

The provisions are recognized on the basis of past events and the probable settlement of the present obligation as a result of the past events during the year.

14. SEGMENT REPORTING

Business segment

During the year the company has bifurcated its business in two separate segments. Accordingly operating businesses are organized and managed separately according to the nature of products, with each segment representing a strategic business unit that offers different products and serves different markets. The identified segments are Manufacturing & Sale of Auto Lamps and General Lighting Lamps. The company has adopted Accounting Standard-17 for the first time, hence previous year figures have not been furnished.

16. RELATED PARTY DISCLOSURE

a) List of related parties with whom transactions have taken place during the year is as under:

Nature of Relationship Name of the Person

i) Subsidiaries a) Halonix Technologies Limited (Wholly owned subsidiary).

b) International Lamps Holding Company S.A. (Wholly owned subsidiary).w.e.f. 2nd November2010

c) Luxlite Lamps SARL Luxemborg(Downstream Subsidiaries) w.e.f. 2nd November2010

d) Trifa Lamps Germany GmbH. (Downstream Subsidiaries) w.e.f. 2nd November2010

ii) Common Control a) Argon South Asia Limited

iii) Holding Company a) Argon India Limited

iv) Key Management personnel a) Mr. Rajesh Kochhar (Managing Director)

b) Mr. S.K Neogi (Executive Director)

22. Previous year figures have been regrouped /rearranged wherever considered necessary.


Mar 31, 2010

A. NATURE OF OPERATION

Halonix Limited (hereinafter referred to as "the Company") is a manufacturer of Electric Lamps.

1 (A) Contingent liabilities not provided for in respect of: (Rs. in Lacs)

PARTICULARS Current Year Previous Year

a) Unexpired Bank guarantees 397.73 394.20

b) Suspension period wages 43.21 38.34

c) Disputed demand of Income Tax :- For the Assessment Year 2003-04,04-05,05-06 97.93 97.93

d) Disputed demand of TradeTax /Sales/Value add

Tax under appeal :-

i) Delhi Sales Tax Act 1975 1.07 1.07

ii) Uttarakhand Vat Act 2005 37.28 35.42

iii) U.P.Trade Tax Act 1948 2.07 2.07

iv) U.P.Vat Act 2008 13.19 12.88

e) Demand under ex-party assessment for the F.Y.2007-08

i. U.P.Tax on Entry of Goods Act, 2001 30.00 -

ii. U.P.Trade Tax Act 1948 622.34 -

iii. C.S.T.under CST Act 1956 2290.61 - f) Excise Duty Under Protest 70.84 70.84



Based on favourable decision in similar cases, discussions with the advocate etc, the Company believes that there is fair chance of decision in its favour and hence no provision is considered necessary against the same.

(B) The Company carries an export obligation of Rs. 1200.84 lacs (previous year Rs.1343.62 lacs) towards import of plant and machinery under Export Promotion Capital Goods scheme to be fulfilled by June 2012.

(C) Outstanding Commitment of capital contracts Rs. 2213.08 lacs (Previous year Rs. 2243.30 lacs ) net of advances.

2. Capital Work in Progress Rs.1216.98./-Lacs(Previous year Rs. 833.70 Lacs) {Includes Capital Advance Rs 850.44 /-Lacs (Previous year Rs. 434.84/-Lacs). Plant & machinery under errection Rs.342.55/- Lacs (Previous year Rs 398.86/-Lacs) & Other assets under errection Rs 24/-Lacs (Previous year Rs. Nil)

3. The Company has initiated the process of obtaining confirmation from suppliers who have registered themselves under the Micro Small Medium Enterprises Development Act,2006 (MSMED Act,2006). Based on the information available with the company. The Details of dues to Micro, Small and Medium Enterprise as per MSMED Act,2006 are as under:-

4. Secured Loans (Short term) falling due within next 12 months Rs. 4510 lacs (Previous Year Rs. 2800 lacs)

5. As per the Schemes of Arrangement of Share Capital u/s 391 of the Companies Act, 1956 approved by Hon’ble Allahabad High Court vide order dated 22.02.2000 & 22.04.2002, the Company had converted 13,160,000 equity shares of face value of Rs.10/- each aggregating to Rs.131,600,000 into 1,316,000 Redeemable Preference Shares of Rs.100/- each aggregating to Rs. 131,600,000. Redeemable Preference Shares will not carry any dividend right. Out of this 766,000 redeemable preference shares will be redeemed at par after 31st March, 2007 and 550,000 redeemable preference shares will be redeemed at par after 1st April, 2012 on such date as the board of directors may determine after Preference Shares held by Industrial Development Bank of India Limited have been redeemed in full and their liabilities have been fully discharged. The preference shares held by Industrial Development Bank of India Limited has since been redeemed. The board of the company has not exercised its option to redeem the preference shares falling due after 31st March’2007

6. Employee Benefits:

a) Contribution to Provident Fund:

Amount of Rs. 264.33lacs (P.Y. Rs.263.41 lacs ) is recognized as an expense & included in Payment and Benefits to employees (Refer Schedule - 17) in the Profit & Loss account.

C). Performance incentive of Managing Director is to be provided as & when it is decided in the board, and for the employee as & when it is decided by the management.

7. Sales includes sale of scrap of Rs. 334 lacs (Previous year Rs.86.21 lacs )

8. The company has formed a wholly owned subsidiary company by the name “Halonix Technologies Limited” on 02-03-2009 and obtained a certificate of Commencement of Business w.e.f. 27-03-2009.

9. Research and Development

The expenditure incurred for the research and development of the product amounting to Rs. NIL lacs (Previous Year 598.89 Lacs) has been capitalized. The management is of the view that:-

a. There is a reasonable indication that current and future research and development costs to be incurred on the project together with expected production, selling and administrations costs are likely to be more than covered by future revenues/benefits and

b. The management has indicated its intention to produce and market the product .

c. Adequate resources exist, and are reasonably expected to be available to complete the project and market the product / process.

10. The company has taken various residential, office and warehouse premises under operating lease agreements. These are generally not non cancelable and are renewable by mutually agreed terms. There are no restrictions imposed by Lease Agreements. There are no subleases.

11 Disclosure required by Accounting Standard (AS-29) relating to Provisions, Contingent Liabilities and Contingent Assets. The provisions are recognized on the basis of past events and the probable settlement of the present obligation as a result of the past events during the year.

The provision has been recognized for expected warranty claims on the product sold during the financial year. It is expected that majority of these expenses is incurred in the next financial year.

12. Deferred Tax Liabilities / (Assets)

13. SEGMENT REPORTING

Business segment

In the opinion of the management, there is only one reportable segment i.e. manufacturing of electrical lamps, as envisaged by Accounting Standard 17 "Segment Reporting", prescribed by the Companies (Accounting Standards) Rules,2006.

Geographical Segment

Figures in bracket indicate previous year figures

14. RELATED PARTY DISCLOSURE

a) List of related parties with whom transactions have taken place during the year is as under:

Nature of Relationship Name of the Person

i) Subsidiaries Halonix Technologies Limited (Ownership 100%)

ii) Common Control Argon South Asia Limited

iii) Holding Company Argon India Limited

iv) Key Management personnel Mr. Rajesh Kochhar (With effect from 16th November’2009)

Mr. S.K Neogi

Mr. Rajiv Prasad (Upto 16th November2009)

i) Previous year figures are given in brackets

ii) No amount has been written off or provided for in respect of transactions with the related parties except for provision of Rs. 5 Lacs for diminution in value of investment in subsidiary.

15. DERIVATIVE INSTRUMENT AND UNHEDGED FOREIGN CURRENCY EXPOSURE.

Note:

1) Provision for contribution to employee benefits which are based on actuarial valuation done on an overall company basis are excluded from above.

2) a) The company has received approval of the Central Government vide their letter No. A64380926 – CL.VII dated 13.4.2010 in respect of the remuneration of the erstwhile managing director. Remuneration of Rs. 86.34 lacs comprising Rs. 73.22 lacs for the financial year 2008-09 & Rs. 13.12 lacs for f.y. 2009-10 has been paid in excess of the approval of the Central Government. The company has charged the excess remuneration to the profit & loss account in view of the revision application for approval of the excess remuneration filed by the company vide acknowledgement no. 1690 dated 5.5.2010. Accordingly excess remuneration of Rs. 86.34 lacs has not been recovered from the erstwhile Managing Director.

b) Salary paid/payable to the managing director of Rs. 70.99 lacs in excess of the limit specified in schedule XIII of the companies act,1956 is pending approval from Central Government. The company has made an application seeking approval from the central government for payment of managerial remuneration in excess of the limit specified under the companies act,1956. The said approval is awaited.

16. Previous year figures have been regrouped wherever considered necessary.


Mar 31, 2009

1. NATURE OF OPERATION

Halonix Limited (hereinafter referred to as “the Company”) is a manufacturer of Electric Lamps.

2. The Company had approved its annual financial statements for the year ended 31.3.2009 in the Board of Directors Meeting held on 30th June,2009. The auditors also submitted their auditors report of even date. The Board of Directors in their meeting held on 29th July,2009 reviewed and revised the financial statement to recommend dividend on equity shares for the year ended 31.3.2009. The auditors have also submitted their report of even date on the said financial statements.

3. (A) Contingent liabilities not provided for in respect of : (Rs. in Lacs)

PARTICULARS Current Year Previous Year

a) Unexpired Bank guarantees 394.20 86.38

b) Suspension period wages under dispute 38.34 35.09

c) Disputed demand of Income Tax 64.60 64.60

d) Trade Tax/Sales Tax demand under appeal 51.42 42.24

e) Excise Duty Under Protest 70.84 70.84

(B) The Company carries an export obligation of Rs. 1343.62 Lacs (previous year Rs. 1674.64 Lacs) under Export Promotion Capital Goods scheme towards import of plant and machinery to be fulfilled by June 2012.

4. Outstanding Commitment of capital contracts Rs. 2243.30 Lacs (P.Y.Rs. 833.06 Lacs) net of advances.

5. Secured Loans installments falling due within next 12 months Rs. 2800 Lacs (Previous Year Rs. 175.03 Lacs)

6. As per the Schemes of Arrangement of Share Capital u/s 391 of the Companies Act, 1956 approved by Hon’ble Allahabad High Court vide order dated 22.02.2000 & 22.04.2002, the Company had converted 131.60 Lacs equity shares of face value of Rs.10/- each aggregating to Rs.1,316 Lacs into 13.16 Lacs Redeemable Preference Shares of Rs.100/- each aggregating to Rs. 1,316 Lacs. Redeemable Preference Shares will not carry any dividend right. Out of this 7.66 Lacs redeemable preference shares will be redeemed at par after 31st March, 2007 and 5.50 Lacs redeemable preference shares will be redeemed at par after 1st April, 2012 on such date as the board of directors may determine after Preference Shares held by Industrial Development Bank of India Limited have been redeemed in full and their liabilities have been fully discharged.

7. Employee Benefits:

a) Contribution to Provident Fund:

Amount of Rs. 263.41 Lacs (P.Y. Rs.186.27 Lacs) is recognized as an expense & included in Payment and Benefits to employees (Refer Schedule – 17) in the Profit & Loss account.

VII. The Companys Gratuity fund is managed by Life Insurance Corporation of India . The plan assets under the fund are deposited under approved securities.

C). Performance incentive of Managing Director is to be provided as & when it is decided in the board, and for the employee as & when it is decided by the management.

8. Sales includes sale of scrap of Rs. 86.21 Lacs (Previous year Rs. 54.67 Lacs)

9. The Company has formed a wholly owned subsidiary company by the name “Halonix Technologies Limited” on 02/03/2009 and obtained a Certificate of Commencement of Business w.e.f. 27/03/2009. During the period the subsidiary Company has neither carried out any activity nor prepared the financial statement for the period ending 31/03/2009. Therefore the accounts for the subsidiary company has not been facilitated.

10. Research and Development

During the year, the company has developed "OUTPUT FEEDBACK PASSIVE POWER FACTOR CORRECTION ". The expenditure incurred for the research and development of the product amounting to Rs. 598.89 Lacs has been capitalized. The management is of the view that :- a. there is a reasonable indication that current and future research and development costs to be incurred on the project together with expected production, selling and administrations costs are likely to be more than covered by future revenues/benefits and

b. the management of the enterprise has indicated its intention to produce and market, or use the product or process.

c. Adequate resources exist, or are reasonably expected to be available to complete the project and market the product or process.

11. The Company has taken various residential, office and warehouse premises under operating lease agreements. These are generally not non cancelable and are renewable by mutually agreed terms. There are no restrictions imposed by Lease Agreement. There are no subleases.

12. Disclosure required by Accounting Standard (AS-29) relating to Provisions, Contingent Liabilities and Contingent Assets.

The provisions are recognized on the basis of past events and the probable settlement of the present obligation as a result of the past events during the year.

13. SEGMENT REPORTING

The Company operates into single business segments, namely Electrical Lamps Segment. Therefore, the information pursuant to Accounting Standard – 17 Segment Reporting is not applicable.

14. RELATED PARTY DISCLOSURE

a) List of related parties with whom transactions have taken place during the year is as under:

Nature of Relationship Name of the Person

i) Subsidaries Halonix Technologies Limited (Ownership 100%)

ii) Common Control Argon South Asia Limited

iii) Holding Company Argon India Limited

iv) Key Management personnel Mr. Rajiv Prasad

15. Previous year figures have been regrouped /rearranged wherever considered necessary.


Mar 31, 2008

1. (A) Contingent liabilities not provided for in respect of:

(Rs. in OOO) PARTICULARS Current Year Previous Year

a) Unexpired Bank guarantee 8,638 8,550

b) Suspension period wages under dispute 3,509 4,012

c) Disputed demand of Income Tax 6,460 5,274

d) Trade Tax/Sales Tax demand under appeal 4,224 229

e) Excise Duty Under Protest 7,084 7,084

(B) The Company carries an export obligation of Rs. 1,674.84 lacs (Previous Year Rs. 1,706.37 lacs) against duty free import of plant and machinery to be fulfilled by June 2012.

2. Outstanding Commitment of capital contracts Rs.833.06 lacs (Previous Year Rs.319.03 lacs) net of advances.

3. The Company has initiated the process of obtaining confirmation from suppliers who have registered themselves under the Micro Small Medium Enterprises Development Act, 2006 (MSMED Act, 2006). Based on the information available with the Company, the balance due to Micro and Small Enterprises as defined under the MSMED Act, 2006 is Rs.34.98 Lacs. Further no interest during the year has been paid or payable under the terms of the MSMED Act, 2006.

4. With effect from January 01, 2007 the Company has adopted Accounting Standard-15 (Revised 2005) "Employee Benefits". Pursuant to the adoption of this Standard the additional obligations of the Company with respect to certain employee benefits up to 31.03.2007, amounting to Rs 186.27 Lacs have been adjusted from the opening balance in the General Reserve as at 1st April, 2007 being the transitional provision of the Standard.

5. Secured Loans installments falling due within next 12 months Rs. 175.03 lacs (Previous Year Rs. 945.51 lacs)

6. As per the Schemes of Arrangement of Share Capital u/s 391 of the Companies Act, 1956 approved by Honble Allahabad High Court vide order dated 22.02.2000 & 22.04.2002.The Company had converted 13,160,000 equity shares of face value of Rs.10/- each aggregating to Rs.131,600,000 into 1,316,000 Redeemable Preference Shares of Rs.100/- each aggregating to Rs. 131,600,000. Redeemable Preference Shares will not carry any dividend right. Out of this 766,000 redeemable preference shares will be redeemed at par after 31st March, 2007 and 550,000 redeemable preference shares will be redeemed at par after 1st April, 2012 on such date as the board of directors may determine after Preference Shares held by Industrial Development Bank of India Limited have been redeemed in full and their liabilities have been fully discharged.

7. Employee Benefits:

a) Effective from 1st January, 2007, the Company adopted Accounting Standard 15 (Revised 2005) on "Employee Benefits" issued by the Institute of Chartered Accountant of India.

b) Contribution to Provident Fund : Amount of Rs. 182.89 Lacs (Previous Year Rs. 165.43 Lacs) is recognized as an expense & included in Payment and Benefits to employees (Refer Schedule - 17) in the Profit & Loss account.

c) The following table sets out the status of the gratuity scheme plan as at 31st March, 2008.

VII. The Companys Gratuity fund is managed by Life Insurance Corporation of India The plan assets under the fund are deposited under approved securities.

VIII.The current year being the first year of adoption of Accounting Standard -15 (Revised 2005) by Company, the previous years comparative information has not been furnished.

d) Performance incentive of Managing Director is to be provided as & when it is decided by the board, and for the employee as & when it is decided by the management.

8. Sale of scrap of Rs.54.67 Lacs (Previous Year Rs.68.16 Lacs)

9. LEASES

The Gas plant taken on lease during the financial year 1999-2000 has been treated as operating lease. The particulars are as follows:-

a) The total of future minimum lease payments under non-cancelable operating leases for each of the following periods are:

i) Not later than one year Rs. 30 Lacs

ii) Later than one year and not later than five years: Rs. 5 Lacs

b) Lease payments recognized in the statement of profit and loss for the period, with separate amounts for minimum lease payments Rs. 30 Lacs

c) The lease rent is charged to gases in schedule 14 of materials account in the Profit & Loss Account.

d) Renewal of the lease arrangement can be done for not exceeding 5 years at one time after expiry of the current agreement. However, there is no purchase option and escalation clause

10. INCOME TAXES

a) The provision for current tax during the year is made on the basis of Minimum Alternate Tax (MAT) in accordance with section 115JB of the Income Tax Act,1961.Considering the future profitability and taxable position in the subsequent years, the Company has recognized the MAT Credit entitlement of Rs.26.00 Lacs (Previous Year Rs.176.00 Lacs) as an assets by crediting with Profit & Loss A/c and disclosed under Loans & Advances (Schedule 10) in accordance with the Guidance note "Accounting for credit available in respect of Minimum Alternate Tax under the Income Tax Act, 1961" issued by the The Institute of Chartered Accountants of India .

b) The payment made during the year towards redemption of Preference Shares Capital of Rs. Nil (Previous Year Rs.974.50 Lacs) representing the term loan interest due to Industrial Development Bank of India Limited and disallowed in the assessment year 1997-98 and 1999-2000 has been considered as an admissible deduction u/s 43B of the Income Tax Act for determining current Income Tax liability.

11. SEGMENT REPORTING

The company operates into single business segments, namely Electrical Lamps segment. Therefore, the information pursuant to Accounting Standard - 17 Segment Reporting is not applicable.

12. Previous year figures have been regrouped /rearranged wherever considered necessary.

13. Additional Information as required under Part IV of Schedule VI to the Companies Act, 1956.


Mar 31, 2007

1. (A) Contingent liabilities not provided for in respect of : (Rs. in000) PARTICULARS Current Year Previous Year

(a) Unexpired Bank guarantee 8,550 8,650 (b) Unexpired letters of credit - 2,561 (c) Suspension period wages under dispute 4,012 3,771 (d) Disputed demand of Custom/Excise - 600 (e) Disputed demand of Income Tax 5,274 4,900 (f) Trade Tax/Sales Tax demand under appeal 229 337 (g) Excise Duty Under Protest 7,084 -

(B) The Company carries an export obligation of Rs. 1,706.37 Lacs (Previous Year Rs. 1,774.24 Lacs) against duty free import of plant and machinery to be fulfilled by June 2012.

2. Outstanding Commitment of capital contracts Rs. 319.03 Lacs (Previous Year Rs. 122.11 Lacs) net of advances.

3. Sundry creditors for goods and services include Rs. 26.29 Lacs (Previous Year Rs. 225.40 Lacs) due to Small Scale Industries (SSI). The name of the SSI units to whom the Company owes any sum for more than 30 days are as follows:-

Everest Electrical Industries, Kalpana Lamp Components Industries, Radiant Polymer P Ltd, Kartik Electronics, Siria Impex P Ltd. & Tej Machine Tools, Khandelwal Traders and National Adhesive.

(The list has been compiled by the management to the extent identification of such units could be made and has been relied upon by the auditors).

4. The identification of the micro, small and medium enterprises in terms of the Micro, Small and Medium Enterprises Development Act 2006 enacted w.e.f 16/06/2006 could not be made as the Company does not have any information in its possession. However there are no overdues as on balance sheet date and during the year the suppliers have been paid within the stipulated period.

5. Secured Loans installments falling due within next 12 months Rs. 945.51 Lacs (Previous Year Rs.1383.13 Lacs)

6. As per the Schemes of Arrangement of Share Capital u/s 391 of the Companies Act, 1956 approved by Hon’ble Allahabad High Court vide order dated 22.02.2000 & 22.04.2002. The Company had converted 13,160,000 equity shares of face value of Rs.10/- each aggregating to Rs.131,600,000 into 1,316,000 Redeemable Preference Shares of Rs.100/- each aggregating to Rs. 131,600,000. Redeemable Preference Shares will not carry any dividend right. Out of this 766,000 redeemable preference shares will be redeemed at par after 31st March, 2007 and 550,000 redeemable preference shares will be redeemed at par after 1st April, 2012 on such date as the board of directors may determine after Preference Shares held by Industrial Development Bank of India Limited have been redeemed in full and their liabilities have been fully discharged.

7.5% Cumulative Redeemable Preference Shares (CRPS) of Rs. 108,700,000 were to be redeemed at par in 28 quarterly installments commencing from 1st July, 2005. Accordingly, 262,500 CRPS were redeemed upto 1st January, 2007. The balance 824,500 CRPS of Rs. 100/- were redeemed pre-mature by exercising option by Industrial Development Bank of India Limited.

7. During the year the Company has allotted 4,170,000 Equity Shares of Rs.10/- each at a premium of Rs. 92/- each on exercising the option attached with the share warrants issued during the year.

8. LEASES

The Gas plant taken on lease during the financial year 1999-2000 has been treated as operating lease. The particulars are as follows:- a) The total of future minimum lease payments under non-cancelable operating leases for each of the following periods are:

i) Not later than one year Rs. 30 Lacs

ii) Later than one year and not later than five years: Rs. 35 Lacs

b) Lease payments recognised in the statement of profit and loss for the period, with separate amounts for minimum lease payments Rs. 30 Lacs.

c) The lease rent is charged to gases in schedule 15 of materials account in the Profit & Loss Account.

d) Renewal of the lease arrangement can be done for not exceeding 5 years at one time after expiry of the current agreement. However, there is no purchase option and escalation clause.

9. INCOME TAXES

a) The provision for current tax during the year is made on the basis of Minimum Alternate Tax (MAT) in accordance with section 115JB of the Income Tax Act,1961.Considering the future profitability and taxable position in the subsequent years, the Company has recognized the ‘MAT Credit entitlement’ as an assets by crediting with Profit & Loss A/c for an equivalent amount and disclosed under ‘Loans & Advances’ (Schedule 11) in accordance with the Guidance note “Accounting for credit available in respect of Minimum Alternate Tax under the Income Tax Act,1961” issued by the The Institute of Chartered Accountants of India.

b) The payment made during the year towards redemption of Preference Shares Capital of Rs. 974.50 Lacs (Previous Year Rs.112.50 Lacs) representing the term loan interest due to Industrial Development Bank of India Limited and disallowed in the assessment year 1997-98 and 1999-2000 has been considered as an admissible deduction u/s 43B of the Income Tax Act for determining current Income Tax liability.

10. SEGMENT REPORTING

The Company operates into single business segments, namely Electrical Lamps segment. Therefore, the information pursuant to Accounting Standard-17 Segment Reporting is not applicable.


Mar 31, 2006

ANNUAL REPORT 2005-2006

NOTES ON ACCOUNTS

SIGNIFICANT ACCOUNTING POLICIES/NOTES TO ACCOUNTS (Forming part of the Accounts for the year ended 31st March, 2006):

1. NATURE OF OPERATION:

Phoenix Lamps Limited (herein after referred to as 'the Company') is a manufacturer of Electric Lamps.

2. SIGNIFICANT ACCOUNTING POLICIES:

a) Basis of Accounting:

The financial statements have been prepared to comply in all material respects with the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention, except where otherwise stated, and on an accrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

b) Fixed Assets:

Fixed Assets are stated at cost less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any directly attributable cost of bringing the asset to its working condition for its intended use. Financing cost relating to acquisition of fixed assets are also included to the extent they relate to the period till such assets are ready to be put to use.

Expenditure for addition, improvement and renewal are capitalized and expenditure for repairs and maintenance are charged to Profit & Loss Account.

c) Borrowing Cost:

Borrowing cost related to acquisition or construction of the qualifying fixed assets for the period up to the completion of their acquisition or construction are included in the book value of the respective assets and other borrowing costs are charged to profit & loss account.

d) Depreciation:

i) Depreciation is provided on straight line method as prescribed in Schedule XIV of the Companies Act, 1956.

ii) Lease hold land is amortised over the remaining period of lease.

iii) Depreciation on the amount of addition made to fixed assets due to exchange fluctuation is provided over the remaining useful life of the assets to which the fluctuation relates.

iv) Depreciation on the amount of addition made to fixed assets due to upgradation/improvement is provided at the rate applied to the existing assets.

v) Intangible Assets - Software are accounted for at their cost of acquisition & amortised over their estimated economic life not exceeding 10 years.

e) Retirement Benefits:

(i) Retirement benefits in the form of the Company's makes contribution to Provident Fund charged to the Profit & Loss Account of the year when the contributions to the respective funds are due.

(ii) Gratuity liability under the payment of Gratuity Act and provision for Leave Encashment is accrued and provided for on the basis of actuarial valuation made at the end of each financial year.

f) Foreign Exchange Transaction:

Initial Recognition:

Foreign current transactions are recorded in the reporting currency, by applying to the foreign current amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Conversion:

Foreign currency monetary items are reported using the closing rate. Non- monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction;

Exchange Difference:

Exchange differences arising on the settlement of monetary items or on restatement of reporting Company's monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise except exchange difference on liabilities for acquisition of capital assets from outside India, which are adjusted in the carrying cost of respective fixed assets.

Forward Exchange Contracts:

In respect of forward exchange contracts entered into by the Company, the difference between the contracted rate and the rate at the date of transaction is recognized as gain or loss over the period of contract except for difference in respect if liabilities incurred for acquiring fixed assets from a country outside India, in which case such difference is adjusted in the carrying amount of the respective fixed assets. Exchange differences on such contracts are recognized in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognized as income or as expense for the year, except profit or loss on transactions relating to acquisition of fixed assets from a country outside India, which is adjusted to the carrying amount of fixed assets.

g) Inventory Valuation:

Inventories are valued as follows:

Raw Materials & Others:

Lower of cost and net realizable value. However, materials and other items held for use in the production of inventories are not written down below cost if the finished products, in which they will be incorporated, are expected to be sold at or above cost. Cost is determined on first in first out basis.

Work in Progress and Finished Goods:

Lower of cost and net realizable value. Cost includes direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity. Cost of finished goods includes excise duty where ever applicable.

By Products and Waste Net realizable value.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and to make the sale.

h) Leased Assets:

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item are classified as operating leases. Operating lease payments are recognized as an expense in the Profit & Loss Account on a straightline basis over the lease term.

i) Revenue Recognition:

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be measured.

Sale of Goods:

Revenue is recognized when the significant risks and rewards of ownership of the goods have been passed to the buyer. Sales are net of return, volume discount and sales tax but including excise duty.

Dividends:

Revenue is recognized when the shareholder's right to receive payment is established by the Balance Sheet date.

j) Investment:

Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of such investments.

k) Provision for Current and Deferred Tax:

Tax expense comprises both current and deferred taxes. Provision is made for current income tax liability, which is likely to arise on the results for the year at the current rate of tax in accordance with the provisions of Income Tax Act, 1961. Deferred income taxes reflect the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the Balance Sheet date. Deferred tax assets on timing differences are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

Deferred tax assets on carry forward of unabsorbed depreciation and tax losses are recognized only if there is virtual certainty that such deferred tax assets can be realized against future taxable profits. Unrecognized deferred tax assets of earlier years are re-assessed and recognized to the extent that it has become reasonably certain that future taxable income will be available against which such deferred tax assets can be realized. The deferred tax in respect of timing differences which originate during the tax holiday period and reverse during the tax holiday period has not been recognized to the extent the enterprises gross total income is subject to the deduction during the tax holiday period.

l) Impairment of Fixed Assets:

Consideration is given at each balance sheet date to determine whether there is any indication of impairment of the carrying amount of the Company's fixed assets. If any indication exists, an asset's recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is greater of the net selling price and the value in use. In assessing value in use, the estimated future cash flows are discounted to their present value based on an appropriate discount factor.

Reversal of impairment losses recognized in prior years is recorded when there is an indication that the impairment losses recognized for the asset no longer exist or have decreased. However, the increase in carrying amount of an asset due to reversal of an impairment loss is recognized to the extent it does not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognized for the asset in prior years.

m) Provisions:

A provision is recognized when an enterprise has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best 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 management estimates.

n) Earning Per Share (EPS):

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the year. For the purpose of calculating Diluted Earning per Share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential Equity Shares.

NOTES TO ACCOUNTS:

1. Sundry creditors for goods and services includes Rs.225.40 Lacs (previous year Rs.216.73 lacs) due to Small Scale Industries. The name of the SSI unit to whom the Company owes any sum for more than 30 days are as follows:

Precision Paper Products, Asian Machine Tools, Everest Electrical Industries, Hartech Plastics Pvt. Ltd., Jumbo Electric Co., Kalpana Lamp Components Industries, Radiant Polymer (P) Ltd., Kartik Electronics, Siria Impex (P) Ltd., & Tej Machine Tools.

(The list has been compiled by the management to the extent identification of such units could be made and has been relied upon by the auditors).

2. IDBI had exercised option of recompensate during the year and the Company has agreed to pay Rs.50 Lacs in settlements which has been included in interest on term loan.

3. Secured Loans installments falling due within next 12 months Rs.1383.13 lacs (Previous Year Rs.1214.33 lacs).

4. (i) As per the Schemes of Arrangement of Share Capital u/s. 391 of the Companies Act, 1956 approved by Hon'ble Allahabad High Court. The Company had converted its 13,160,000 equity shares of face value of Rs.10/- each aggregating to Rs.131,600,000 into 1,316,000 Redeemable Preference Shares

of Rs.100/- each aggregating to Rs.131,600,000. Redeemable Preference Shares will not carry any dividend right, Out of this 766,000 redeemable preference shares will be redeemed at par after 31st March, 2007 and 550,000 redeemable preference shares will be redeemed at par after 1st April, 2012 on such date as board of directors may determine after Preference Shares held by IDBI are redeemed in full and their liabilities have been discharged.

ii) With effect from 1st April, 2001, the 2,000,000, 15% Cumulative Redeemable Preference Shares of Rs.100/- each held by IDBI stands varied as follows:

a) 7.5% (Previous Year 6%) Cumulative Redeemable Preference Shares of Rs.108,700,000 to be redeemed in 28 quarterly installments commencing from 1st July, 2005. Dividend on CRPS has been increased from 6% to 7.5% w.e.f. 1st July, 2005 on exercise of the option of right to recompensate by IDBI.

b) Balance Cumulative Redeemable Preference Shares of Rs.91,300,000 stands prematurely redeemed against fresh Rupee Loan of an equivalent amount from IDBI carrying interest @12.5% p.a. to be repayable in 24 quarterly installments commencing from July 01, 2006 and ending on April 01, 2011.

5. a) Amount written back appearing in schedule 14 of Other Income includes a sum of Rs.195.35 Lacs due to Soei Tsusho Co. Ltd., Japan on account of supply of raw-material.

b) A sum of Rs.588.82 Lacs due to Soei Tsusho Co. Ltd., Japan on account of supply of Plant & Machinery has been written back due to defect in the plant and machinery supplied by it. The same has been adjusted in the cost of plant & machinery. Accumulated depreciation of Rs.209.15 Lacs has been written back and shown as exceptional item in the Profit & Loss account.

6. In terms of AS 2 & AS 10 issued by the Institute of Chartered Accountants of India, the Company has during the year capitalised Insurance Spares of Rs.59.72 Lacs. Accumulated depreciation up to 31.03.2006 is Rs.11.79 Lacs which includes depreciation for earlier years Rs.4.74 Lacs. As a result of above change inventory is lower by Rs.59.72 Lacs and net fixed assets as on 31.03.2006 are higher by Rs.47.93 Lacs.

7. LEASES:

The Gas plant taken on lease during the financial year 1999-2000 has been treated as operating lease. The particulars are as follows:

a) The total of future minimum lease payments under non-cancelable operating leases for each of the following periods are:

i) Not later than one year Rs.30 Lacs

ii) Later than one year and not later than five years Rs.65 Lacs

b) Lease payments recognised in the statement of profit Rs.30 Lacs and loss for the period, with separate amounts for minimum lease payments

c) The lease rent is charged to gas account in the Profit & Loss Account.

d) Renewal of the lease arrangement can be done for not exceeding 5 years at one time after expiry of the current agreement. However, there is no purchase option and escalation clause.

8. The payment made during the year towards redemption of Preference Shares Capital representing the term loan interest due to IDBI and disallowed in the assessment year 1997-98 has been considered as a admissible deduction u/s 43B of the Income Tax Act for the purpose Tax computation of current Income Tax for the year.

9. DEFERRED TAX LIABILITIES/(ASSETS):

The break up of the net deferred tax liability as on 31st March, 2006 is as under:

(Rs. in '000) PARTICULARS 31.03.06 31.03.05

Deferred Tax liability:

Timing difference on account of depreciation 85,847 112,963 difference as per books & as per Income Tax Act

TOTAL 85,847 112,963

Deferred Tax Assets:

On account of Disallowance u/s. 43B 645 372

Net deferred Tax liabilities

TOTAL 645 372

Net Deferred Tax Liabilities/ 85,202 112,591 (Assets) for the year (27,389) (21,755)

10. SEGMENT REPORTING:

The Company operates into single business segments, namely Electrical Lamps segment. Therefore, the information pursuant to Accounting Standard-17 Segment Reporting is not applicable.

11. EARNING PER SHARE (EPS):

(Rs. in '000) PARTICULARS Current Previous Year Year

(a) Net profit after tax available for equity share 230,531 115,476 holders (b) Weighted average number of shares 23,849 23,849 (c) Basic/Diluted Earning per share(Rs.) (Nominal 9.67 4.84 Rs.10/- per share)

12. RELATED PARTY DISCLOSURE:

a) List of related parties with whom transactions have taken place during the year are as under:

Nature of Relationship:

i) Subsidiary Company

Name of the Person:

i) Phoenix Tri Continental Hotels Limited

Name of Relationship:

ii) Relatives of Key Management personnel:

Name of the Person:

i) Mrs. P.D. Gupta (Wife of Mr. B.K. Gupta & Mother of Mr. H.R. Gupta)

ii) Mrs. Abha Gupta (Wife of Mr. H.R. Gupta)

Name of Relationship:

iii) Key Management personnel:

Name of the Person:

i) Mr. B.K. Gupta ii) Mr. H.R. Gupta iii) Mr. A.K. Agarwal

b) Related Party Transactions:

Transaction during the year:

(Rs. in '000) Nature of transaction A B C D

i) Equity Contribution 500 0 0 500 (0) (0) (0) (0) ii) Rent 0 0 450 450 (0) (0) (600) (600) iii) Managerial Remuneration 0 26422 0 26422 (0) (16623) (0) (16623) iv) Dividend Paid 0 7190 6088 13278 (0) (4664) (3863) (8527) v) Reimbursement of Preliminary Exp. 169 0 0 169 (0) (0) (0) (0) Balances outstanding as at year end: i) Equity Contribution 500 0 0 500 (0) (0) (0) (0) ii) Managerial Remuneration Payable 0 6798 0 6798 (0) (1680) (0) (1680)

TOTAL

A = Subsidiary Company B = Relatives of Key Management Personnel C = Key Management Personnel D = Total

Notes:

i) Previous year figures are given in brackets.

ii) No amount has been written off or provided for in respect of transaction with the related parties.

13. The Company has incorporated a 100% Subsidiary on 27.02.2006. There has been no operational activities in this Subsidiary Company during the period. The management has decided to dispose of the same, hence consolidated financial statement as required by AS 21 issued by The Institute of Chartered Accountants of India has not been given.

14. (A) Contingent liabilities not provided for in respect of:

(Rs. in '000) PARTICULARS Current Previous Year Year

a) Unexpired Bank guarantee 8,650 150 b) Unexpired letters of credit 2,561 54,684 c) Suspension period wages under dispute 3,771 3,578 d) Disputed demand of Custom/Excise 600 1,317 e) Disputed demand of Income Tax 4,900 - f) Trade Tax/Sales Tax demand under appeal 337 341

(B) The Company carries an export obligation of Rs.1774.24 lacs (previous year Rs.1612.87 lacs) against duty free import of plant and machinery to be fulfilled by June 2012.

15. Outstanding Commitment of capital contracts Rs.122.11 lacs (P.Y. Rs.334.85 lacs) net of advances.

16. Managerial Remuneration*:

(Rs. in '000) PARTICULARS Current Previous Year Year

(a) Managerial Remuneration u/s 198 of Companies Act, 1956 (included under various heads of accounts of Profit & Loss account):

Salary 12,576 11,367 Perquisites 494 271 Contribution to Provident Fund 897 841 Commission 12,455 4,144 26,422 16,623 Director's Sitting Fees 80 80 TOTAL 26,502 16,703

Note:

Provision for contribution to employee benefits which are based on actuarial valuation done on an overall company basis are excluded from above.

* Computation of net profits in accordance with Section 198 of the Companies Act, 1 956 and t he commission payable to directors.

(Rs. in '000) PARTICULARS 31.03.2006 31.03.2005

Net profit before tax 238,517 170,273

Add:

Director's Remuneration 26,422 16,623

Directors' Sitting Fees 80 80

Bad debts written off 807 769

Deduct:

Profit on Sale of Land - 4,014

Net Profit as per Section 198 of the 265,826 183,731 Companies Act, 1956

Maximum remuneration as permissible to Chairman 26,582 18,373 & Managing Director under the act at 10%

Commission payable to Chairman, Managing Director 15,949 1,024 @3% of the net profit for each appointee

Commission is restricted to the amount of maximum 12,455 4,144 managerial remuneration payable under Company law & as determined by the Board of Directors

17. Auditor's Remuneration:

(Rs. in '000) PARTICULARS Current Year Previous Year

i) Statutory Auditor:

a) As Auditor's 517 468 b) Other Capacity: - Tax Audit 83 83 - Certification & other matters 28 54 - Out of Pocket Expenses 12 21 ii) Cost Auditor fee 39 39

18. Previous year figures have been regrouped /rearranged wherever considered necessary.

19. Additional information pursuant to the provisions of para 3, 4C & 4D of Part II of Schedule VI of the Companies Act, 1956 (As Certified by the Management):

a) Details of Capacity and Production:

(Figures in '000) Unit Licenced Capacity Installed Actual Production Capacity Class of Goods Current Previous Current Previous Current Previous Year Year Year Year Year Year

Electric Lamps Pcs NA NA 89,436 75,114 56,688 45,145

* Since been delicensed.

b) Raw Material Consumed:

(Figures in '000) Items Unit QUANTITY AMOUNT (Rs.) Current Previous Current Previous Year Year Year Year

Tungsten Filament Pcs 81,633 75,099 80,279 68,156 Lead in Wire Pcs 86,815 72,627 15,130 20,785 Moly Shield Pcs 23,097 21,441 64,559 37,186 Lamp Base Parts Pcs 148,448 113,050 277,126 216,355 Others 706,050 463,731

c) Particulars in respect of goods dealt with by the Company:

(Figures in '000) Class of Goods Opening Stock Sales Closing Stock Qty Value Qty Value Qty Value (Pcs.) (Rs.) (Pcs.) (Rs.) (Pcs.) (Rs.)

Electric Lamps 2,909 95,418 55,650 2,408,373 3,947 126,783 (2,910) (73,565) (45,146) (1,809,624) (2,909) (95,418)

d) Value of imported and indigenous Raw Material and Stores & Spares Consumed:

(Figures in '000) Items CURRENT YEAR PREVIOUS YEAR Value Percentage Value Percentage (Rs.) (%) (Rs.) (%) Raw Material Imported 672,563 58.83 496,839 61.63 Indigeneous 470,581 41.17 309,374 38.37 1,143,144 100.00 806,213 100.00

Spare Parts: Imported 10,229 34.03 8,138 47.40 Indigeneous 19,829 65.97 9,029 52.60 30,058 100.00 17,167 100.00

Packing Material, Consumables & Others: Imported 53,836 16.75 47,811 19.55 Indigenous 267,537 83.25 196,759 80.45 321,373 100.00 244,570 100.00

e) Particulars of goods for resale:

(Figures in '000) Opening Stock Purchases Class Of Goods Qty Value Qty Value (Pcs) (Rs.) (Pcs) (Rs.)

Electric Lamps 14.18 540.96 907.90 42932.85 (5.30) (396.40) (3521.96) (199192.82)

(Figures in '000) Sales Closing Stock Class Of Goods Qty Value Qty Value (Pcs) (Rs.) (Pcs.) (Rs.)

Electric Lamps 891.20 44913.07 30.88 457.31 (3513.08) (208360.88) (14.18) (540.96)

(Figures in '000) Current Year Previous Year

f) (I) Value of Imports on CIF Basis:

i) Raw Material & Gases 608,253 599,931 ii) Spares Parts/Consumable 36,896 29,817 iii) Capital Goods 57,070 67,139 iv) Goods for Resale 40,567 196,837 (overseas merchanting trade)

II) Expenditure in Foreign Currency (Payment Basis):

i) Foreign Travel 8,782 7,351 ii) Exhibition Expenses 2,517 1,613 iii) Professional Fees 1,461 - iv) Selling commission 3,446 1,768 v) Others 23,724 12,310

g) Earning in Foreign Currency:

FOB Value of Exports {includes overseas 873,753 1,008,236 merchanting trade of Rs.422.30 Lacs (previous year Rs.2055.59 lacs)}

20. Net Dividend Remitted In Foreign Currency:

PARTICULARS Current Year Previous Year 2005-06 2004-05

a) Number of Non Resident Shareholders 57 15 b) Number of Equity Shares held by them 72,304 1,257,090 c) Amount of Dividend Remitted (Rs. in '000) 108 1,257 d) Tax Deducted at Source Rs. NIL NIL e) Year to Which dividend relates 2004-05 2003-04

A.K. Mittal A.K. Agarwal Company Secretary Whole Time Director

H.R. Gupta Managing Director

As per our report of even date

For ARUN K. GUPTA & ASSOCIATES Chartered Accountants

Sachin Kumar Partner M. N.: 503204

Place: Noida Dated: 26.05.2006


Mar 31, 2005

1. Sundry Creditors for goods and services includes Rs. 216.73 lacs (previous year Rs. 37.54 lacs) due to Small Scale Industries. The name of the SSI units to whom the Company owes any sum more than 30 days are as follows:-

Autonix Auto Industries, Compack Enterprises, Unipack Industries, Radiant Polymer, Tej Machine Tools, Deki Electronics, Siria Impex, DBS Industries & Hartech Plastics.

(The list has been compiled by the management to the extent identification of such units could be made and has been realised upon by the auditors.

2. Interest on term loan includes Rs. 244.75 lacs (Previous Year Rs. 109 lacs) towards pre-payment premium paid to IDBI.

3. Secured Loans installments falling due within next 12 months Rs. 1214.33 lacs (Previous Year Rs. 1733.91 lacs)

4. As per the Scheme of Arrangement of Share Capital u/s 391 of the Companies Act, 1956 approved by Hon'ble Allahabad High Court :-

i) The Company had converted its 13,160,000 equity shares of face value of Rs. 10/- each aggregating to Rs. 131,600,000 into 1,316,000 Redeemable Preference Shares of Rs. 100/- each aggregating to Rs. 131,600,000. Redeemable Preference Shares will not carry any dividend right, out of this 766,000 redeemable preference shares will be redeemed at par after 31st March, 2007 and 550,000 redeemable preference shares will be redeemed at par after 1st April, 2012 on such date as board of directors may determine after Preference Shares held by IDBI are redeemed in full and their liabilities have been discharged.

ii) With effect from 1st April, 2001, 2,000,000,15% Cumulative Redeemable Preference Shares of Rs. 100/- each held by IDBI stands varied as follows :

a) 6% Cumulative Redeemable Preference Shares of Rs. 108,700,000 to be redeemed in 28 quarterly installments commencing from 1st July, 2005.

b) Balance Cumulative Redeemable Preference Shares of Rs. 91,300,000 stands prematurely redeemed against fresh Rupee Loan of an equivalent amount from IDBI carrying interest @ 12.5% p.a. to be repayable in 24 quarterly installments commencing from July 01, 2005 and ending on April 01, 2011.

5. LEASES:

The Gas plant taken on lease during the financial year 1999-2000 has been treated as operating lease. The particulars are as follows :-

a) The total of future minimum lease payments under non-cancelable operating leases for each of the following periods are:

i) Not later than one year Rs. 30 lacs

ii) Later than one year and not later than five years: Rs. 95 lacs

b) Lease payments recognised in the statement of profit and loss for the period, with separate amounts for minimum lease payments Rs. 30 lacs

c) The lease rent is charged to gas account in the Profit & Loss Account.

d) Renewal of the lease arrangement can be done for not exceeding 5 years at one time after expiry of the current agreement. However, there is no purchase option and escalation clause.

6. Dividend on 6% Cumulative Redeemable Preference Shares includes Rs.2.09 lacs (previous year Rs 14.45 lacs) towards dividend tax for the financial year 2002-2003 as agreed by the Company.

7. The Company has set up a manufacturing facility at Uttranchal. Pre-operative expenses incurred on the project has been capitalized in plant & machinery and building in the ratio of direct cost of respective assets on start of commercial production w.e.f. 01.04.2004.


Mar 31, 2004

1. Sundry Creditors for goods includes Rs. 37.54 lacs (previous year Rs.62.85 lacs payable to Small Scale Industrial Undertakings (SSIs) to the extent such parties have been identified from the available documents/information. There are no SSI unit the balance of which are outstanding for more than 30 days.

2. Interest on term loan includes Rs. 109 lacs towards pre-payment Premium paid to IDBI.

3. Secured Loans installments falling due within next 12 months Rs. 1733.91 lacs (Previous Year Rs. 906.87 lacs)

4. LEASES:

The Gas plant taken on lease during the financial year 1999-2000 has been treated as operating lease. The particulars are as follows:-

a) The total of future minimum lease payments under non-cancelable operating leases for each of the following periods are:

i) Not later than one year Rs. 30 lacs

ii) Later than one year and not later than five years: Rs. 120 lacs

iii) Later than five years ; Rs. 5 lacs

b) Lease payments recognised in the statement of profit and loss for the period, with separate amounts for minimum lease payments. Rs. 30 lacs

c) The lease rent is charged to gas account in the Profit & Loss Account.

d) Renewal of the lease arrangement can be done for not exceeding 5 years at one time after expiry of the current agreement. However, there is no purchase option and escalation clause.

5. Dividend on 6% Cumulative Redeemable Preference Shares includes Rs.14.45 lacs towards dividend tax for the financial year 2002-2003 as agreed by the Company.

6. The Company has set up a manufacturing facility at Uttaranchal. The commercial production could not commence during the year, due to technical problems. Hence expenses incurred on setting up a new production facility (including trial run) are pending for capitalization.

7. Deferred Tax Liabilities/(Assets)

The break up of the net deferred tax liability as on 31st March, 2004 is as under: (Rs. in 000)

PARTICULARS 31.03.2004 31.03.2003

Deferred Tax liability

Timing difference on account of depreciation difference as per 135,629 161,934 books & as per Income Tax Act

TOTAL 135,629 161,934

Deferred Tax Assets

On account of Disallowance u/s 43B 1,283 803

TOTAL 1,283 803

Net Deferred Tax liabilities 134,346 161,131

Net Deferred Tax Liabilities/(Assets) for the year (26,785) (14,553)

8. Segment Reporting: Company operates into single business segment, namely Electrical Lamps.

9. Earning Per Share (EPS) (Rs. in 000)

PARTICULARS Current Year Previous Year

(a) Net profit after tax available for equity share holders 84,160 68,851

(b) Weighted average number of shares 23,849 25,133

(c) Basic/Diluted Earning per share (Rs.) 3.53 2.74 (Nominal value Rs. 10/- per share)

11. Contingent liabilities not provided for in respect of:

(Rs. in000) PARTICULARS Current Year Previous Year

a) Unexpired Bank guarantee 1,253 4,457

b) Unexpired letters of credit 90,151 -

c) Cheques/bills discounted with banks 43,797 29,098

d) Suspension period wages under dispute 3,147 2,941

e) Disputed demand of Custom/Excise 12,894 19,080

f) Disputed demand of income tax 2,776 -

g) Outstanding Commitment of capital contracts (Net of advance) 25,026 1,800

h) Trade Tax/Sale Tax demand under appeal 257 141

12. Managerial Remuneration* (Rs. in 000)

PARTICULARS Current Year Previous Year

a) Managerial Remuneration u/s 198 of Companies Act, 1956 (included under various heads of accounts of Profit & Loss account)

Salary 8,840 7,740

Perquisites 289 240

Contribution to Provident Fund 620 553

Commission 1,443 1,102

11,192 9,635

Directors Sitting Fees 58 38

TOTAL 11,250 9,673

Note: Provision for contribution to employee benefits which are based on acturial valuation done on an overall Company basis are excluded above.

* Computation of net profits in accordance with Section 198 of the Companies Act, 1956 and the commission payable to directors.

(Rs. in 000) PARTICULARS 31.03.2004 31.03.2003

Net profit before tax 133,386 101,686

Add: Directors Remuneration 9,749 8,533

Directors Sitting Fees 58 38

Bad debts w\off 1,080 -

Net Profit as per Section 198 of the Companies Act, 1956 144,273 110,257

Commission payable to Chairman cum Managing Director @ 1% of the net profit 1,443 1,102

13. Auditors Remuneration: (Rs. in 000)

PARTICULARS Current Year Previous Year

i) Statutory Auditor

a) As Auditors 378 126

b) Other Capacity

- Tax Audit 54 32

- Certification & other matters 97 15

- Out of Pocket Expenses 10 3

ii) Cost Auditor fee 28 23

14. Previous year figures have been regrouped/rearranged wherever considered necessary.


Mar 31, 2003

Includes 9,100,000 Equity Shares of Rs. 10/- each allotted in terms of the Scheme of Amalgamation. Further, 4,900,000 Equity Shares of Rs. 10/- each allotted in terms of Scheme of Amalgamation have been converted into Redeemable Preference Shares of equivalent value. 1,349,300 equity shares of Rs. 10/- each issued to IDBI during the year towards restructuring of loan. "Refer Note No.2 in Schedule 20.

(i) Term Loan is secured by way of charge on all the movable and immovable properties, both present & future, (subject to charges created/to be created in favour of the Company's bankers by way of security against borrowing for working capital requirements in the ordinary course of business).

The loans are further guaranteed by Mr. B.K.Gupta & Mr. H.R. Gupta in their personal capacity.

(ii) Working Capital loans from Scheduled Banks are secured by way of hypothecation of stock of Raw Material, Work in Progress, Finished Goods, Stores & Spares other consumables and book debts of the Company both present and future and by way of second charge on fixed assets on pari-passu basis with Consortium Banks. The loans are further guaranteed by Mr.B.K. Gupta, Mr.H.R. Gupta & Mr. A.K. Agarwal in their personal capacity.

NOTES TO ACCOUNTS

1. Sundry creditors for goods includes Rs.6,285,112/-(previous year Rs.172,737/-) payable to Small Scale Industrial Undertakings (SSI's) to the extent such parties have been identified from the available documents / information.There are no SSI unit the balance of which are outstanding for more than 30 days.

2. A) As per the Schemes of Arrangement of Share Capital u/s 391 of the Companies Act, 1956, approved by Hon'ble Allahabad High Court:-

i) The Company had converted its 13,160,000 equity shares efface value of Rs. 10/- each aggregating to Rs. 131,600,000 into 1,316,000 Redeemable Preference Shares of Rs. 100/- each aggregating to Rs. 131,600,000. These Redeemable Preference Shares will not carry any dividend right. Out of this 766,000 redeemable preference shares will be redeemed at par after 31st March.2007 and 550,000 redeemable preference shares will be redeemed at par after 1st April, 2012 on such date as board of directors may determine, after Preference Shares held by IDBI are redeemed in full and their liabilities have been discharged.

ii) With effect from 1st April, 2001, the existing 2,000,000 15% Cumulative Redeemable Preference Shares of Rs.100/- each held by IDBI stands varied as follows:-

a) Coupon rate of Cumulative Redeemable Preference Shares of Rs. 108,700,000 representing earlier funding of interest stands reduced from 15% to 6% per annum to be redeemed in 28 quarterly installments commencing from 1st July, 2005.

b) Balance Cumulative Redeemable Preference Shares of Rs.91,300,000 stands prematurely redeemed against fresh Rupee Loan of an equivalent amount from IDBI carrying interest @ 12.5% p.a. to be repayable in 24 quarterly installments commencing from July 01, 2005 and ending on April 01, 2011.

c) As per the restructuring arrangement approved by IDBI, the Company was to issue 1,349,300 equity shares of Rs. 10/- each fully paid-up for a sum of Rs.13,493,000/- being compensation towards sacrifices made by IDBI towards their future earning. The Company has charged the remaining amount Rs. 12,143,700/- to the profit & loss account as against earlier policy of charging the same over a period of loan:-

3. Secured Loans installments falling due within next 12 months :- Rs. 906.87 lacs (Previous Year Rs. 981.78 lacs)

4. LEASES

The Gas plant taken on lease during the financial year 1999-2000 has been treated as operating lease. The particulars are as follows :-

a) The total of future minimum lease payments under non-cancellable operating leases for each of the following periods are:

i) Not later than one year Rs. 3,000,000 ii) Later than one year and not later than five years; Rs. 12,000,000 iii) Later than five years; Rs. 3,500,000

b) Lease payments recognised in the statement of profit and loss for the period, with separate amounts for minimum lease payments Rs. 3,000,000

c) The lease rent is charged to gas account in the Profit & Loss account;

d) Renewal of the lease arrangement can be done for not exceeding 5 years at one time after expiry of the current agreement. However, there is no purchase option and escalation clause.

Consequent to the Accounting Standard interpretation 3 issued by the Institute of Chartered Accountants of India in connection with the Accounting Standard(AS-22) on "Accounting for taxes on Income". The Company computed the deferred tax liability of Rs. 1611.31 lacs as at 31st March, 2003 and adjusted the same against the Reserves and Surplus.

6. SEGMENT REPORTING

Company operates into single business segment, namely electrical lamps.

12. Previous year figures have been regrouped/rearranged wherever considered necessary.


Mar 31, 2002

Secured Loans:

(i) Term Loan is secured by way of charge on all the movable and immovable properties, both present & future, (subject to charges created/to be created in favour of the Companys bankers by way of security against borrowing for working capital requirements in the ordinary course of business). The loans are further guaranteed by Mr. B. K. Gupta & Mr. H. R. Gupta in their personal capacity.

(ii) Working Capital loans from Schduled Banks are secured by way of hypothecation of stock of Raw Material, Work in Progress, Finished Goods. Stores & Spares, other consumables and Book Debts of the Company both present and future and by way of second charge on Fixed Assets or, pari-passu basis with consortium banks. The loans are further guaranteed by Mr. B. K. Gupta, Mr. H. R. Gupta & Mr. A. K. Agarwal in their personal capacity

Other Notes:

1. Sundry Creditors for goods includes Rs. 173,000/- payable to small scale industrial undertakings (SSIs) to the extent such parties have been identified from the available documents/information. There are no SSI unit, the balance of which are outstanding for more than 30 days.

2. A) As per the Scheme of Arrangements of Share Capital u/s 391 of the Companies Act, 1956, approved by Honble Allahabad High Court.

i) The Company had converted its 13.160,000 Equity Shares of face value of Rs. 10/- each aggregating to Rs. 131,600,000 into 1,316.000 Redeemable Preference Shares of Rs. 100/- each aggregating to Rs. 131,600,000. These Redeemable Preference Shares will not carry any dividend right. Out of this 766,000 Redeemable Preference Shares will be redeemed at par after 31st March, 2007 and 550,000 Redeemable Preference Shares will be redeemed at par after 1st April, 2012 on such date as board of directors may determine, after Preference Shares held by IDBI have been redeemed in full and their liabilities have been discharged.

ii) With effect from 1st April, 2001, the existing 2,000,00015% Cumulative Redeemable Preference Shares of Rs. 100/- each held by IDBI stands varied as follows:-

a) Coupon rate of Cumulative Redeemable Preference Shares of Rs. 108,700,000 representing earlier funding of interest stands reduced from 15% to 6% per annum to be redeemed in 28 quarterly installments commencing from 1st July 2005.

b) Balance Cumulative Redeemable Preference Shares of Rs. 91,300,000 stands prematurely redeemed against fresh Rupee Loan of an equivalent amount from IDBI carrying interest @ 12.5% p. a. to be repayable in 24 quarterly installments commencing from July 01, 2005 and ending on April 01, 2011. B) As per the restructuring arrangement approved by IDBI the Company is to issue 1,349,300 equity shares of Rs. 10/- each fully paid-up for a sum of Rs. 13,493,000/- being compensation towards sacrifices made by IDBI towards their future earning. The same are being charged to profit & loss account over a period of loan.

3. Deferred Tax: In view of tax exemption availed by the Company under section 10A of the income Tax Act deferred tax is not applicable to the Company.

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

(Rs. in 000) PARTICULARS Current Year Previous Year

a) Unexpired Bank guarantee 285 832

b) Unexpired letters of credit 28,806 204

c) Cheques/bills discounted with banks 12,033 23,780

d) Suspension period wages under dispute 2,638 2,319

e) Disputed demand of Custom/Excise 19,080 16,984

f) Outstanding Commitment of capital contracts (Net of adwice) 11,093 12,841

g) Trade Tax/SaleTax demand under appeal 141 107

5. Previous year figures have been regrouped/rearranged wherever considered necessary.


Mar 31, 2001

SECURED LOANS

(i) Term Loan is secured by way of charge on all the movable and immovable properties, both present & future, (subject to charges created/to be created in favour of the Company's bankers by way of security against borrowing for working capital requirements in the ordinary course of business).The loans are further guaranteed by Mr. B.K. Qupta & Mr. H.R. Gupta in their personal capacity.

(ii) Working Capital loans from Scheduled Banks are secured by way of hypothecation of stock of Raw Material, Work in Progress, Finished Goods, Stores & Spares, other consumables and book debts of the Company both present and future and by way of second charge on fixed assets on pari-passu basis with consortium banks.The loans are further guaranteed by Mr. H.R. Gupta & Mr. A.K.Agarwal in their personal capacity.

OTHER NOTES

1. Sundry Creditors for goods includes Rs. 99,772.00 payable to Small scale industrial undertakings (SSI's) to the extent such parties have been identified from the available documents/information. There are no SSI unit to whom the Company owes sums exceeding Rs. 1.00 Lac each and which are outstanding for more than 30 days.

2. The net impact of exchange fluctuation during the year on profit & loss account amounts to Rs. 95.50 lacs (Rs. 63.24 lacs).

3. A sum of Rs. 889,497 on account of share application money has become due, to be transferred to the designated account. Since the Goverment has not yet notified the relevant account, the same could not be transferred to the requisite account.

4. During the year the Company has paid interim dividend to IDBI on 15% Cumulative Redeemable Preference Shares of Rs. 20 crores at a discounted value of Rs. 28,347,313 in full discharge of the dividend obligation for the financial year 2000-2001 subject to approval of the share holders of the Company in the Annual General Meeting.

5. A) 15% Cumulative Redeemable Preference Share of Rs. 100/- each issued to IDBI on conversion of Rupee Loan redeemable at par as 20%, 30%, 50% in the financial year ended 2005, 2006 & 2007 respectively with a put and call option after 31/03/2001.

B) As per the Scheme of Arrangement of Share Capital u/s 391 of the Companies Act, 1956, approved by Hon'ble Allahabad High Court vide its order dated 9th February 2000:-

(i) The Company was to re-purchase its 21.00 lacs equity shares of Rs. 10/- each from PICUP for a sum of Rs. 438.90 lacs during the financial year ended 31st March, 2001. However, the Company has repurchased 2.40 lacs shares for Rs. 50.16 lacs only. Had the shares been repurchased in full, the paid-up capital and reserves would have been reduced by Rs. 210 lacs and Rs. 228.90 lacs respectively.

(ii) The Company had converted its 7,660,000 equity shares of face value of Rs. 10/- each aggregating to Rs. 766 lacs into 766,000 Redeemable Preference shares of Rs. 100/- each aggregating to Rs. 766 lacs during 1999-2000. These Redeemable Preference Shares will not carry any dividend right. The same will be redeemed at par after 31st March, 2007 on such date as Board of Directors may determine, after Preference Shares held by IDBI have been redeemed in full and their liabilities have been discharged.

6. Contingent liabilities not provided for in respect of :

(Rs. in Lacs)

PARTICULARS Current Year Previous Year

a) Unexpired Bank guarantee 8.32 8.32

b) Unexpired letters of credit 2.04 21.16

c) Cheques/Bills discounted with banks 237.80 612.76

d) Suspension period wages under dispute 23.19 20.00

e) Disputed demand of Custom/Excise 169.84 75.01

f) Outstanding Commitment of Capital Contracts (Net of advance) 128.41 28.28

g) Trade Tax/Sale Tax demand under appeal 1.07 1.34

7. Previous period figures haw been regrouped and/or re-arranged wherever considered necessary Figures have been rounded off to the nearest rupee.

8. Miscellaneous expenses during the year under schedule 17 includes Rs. 58.374/- for balance written back and Rs. 60,424/- balance written off during the previous year.


Mar 31, 2000

(i) Term Loan is secured by way of charge on all the movable and immovable properties, both present & future, (subject to charges created/ to be created in favour of the Company's bankers by way of security against borrowing for working capital requirements in the ordinary course of business). The loans are further guaranteed by Mr. B.K. Gupta and Mr. H.R. Gupta in their personal capacity.

(ii) Working Capital loans from Scheduled Banks are secured by way of hypothecation of stock of Raw Material, Work in Progress, Finished Goods, Stores & Spares, other consumables and book-debts of the Company both present and future and by way of second charge on fixed assets on pari-passu basis with consortium banks. The loans are further guaranteed by Managing Director and a Director of the Company in their personal capacity.

(iii) Deferred liabilities are secured by certain specified assets (including assets amounting to Rs. 204.16 lacs acquired under Hire Purchase Scheme).

1. Contingent liabilities not provided for in respect of: (Rs. in lacs)

PARTICULARS Current Year Previous Year

a) Unexpired Bank guarantee 8.32 8.32 b) Unexpired letters of credit 21.16 111.25 c) Cheques/bills discounted with banks 612.76 767.84

d) Income Tax/Wealth Tax demand under appeal 0.37 16.68

e) Suspension period wages under dispute 20.00 20.45

f) Disputed demand of Custom/Excise 75.01 235.12 g) Outstanding Commitment of Capital Contracts 28.28 -

h) Trade Tax/Sale Tax demand under appeal 1.34 -

2. A) 15% Cumulative Redeemable Preference Shares issued to IDBI on conversion of Rupee Loan redeemable at par as 20%, 30%, 50% in the year ended 2005, 2006 & 2007 respectively with a put and call option after 31/03/2001.

B) As per the Scheme of Arrangement of Share Capital u/s 391 of the Companies Act, 1956, approved by Hon'ble Allahabad High Court vide its order dated 9th February, 2000 (i)The Company is to re-purchase its 53.40 lac equity shares of Rs. 10/- each from PICUP for a sum of Rs. 1130.62 lacs over a period of three years. As per the schedule, the Company has re-purchased 11 lacs equity shares at a price of Rs. 19.50 per share. Consequently its paid-up equity share capital stands reduced by Rs. 110 lacs (ii) the Company has converted its 7,660,000 equity shares of face value of Rs. 10/- each aggregating to Rs. 766 lacs into 766,000 Redeemable Preference shares of Rs. 100/- each aggregating to Rs. 766 lacs. These Redeemable Preference Shares will not carry any dividend right. The same will be redeemed at par after 31st March, 2007 on such date as board of directors may determine, after Preference Shares held by IDBI have been redeemed in full and their liabilities have been discharged.


Mar 31, 1999

1. Notes on Secured Loans :

(i) Term Loan is secured by way of charge on all the movable and immovable properties, both present & future, (subject to charges created/to be created in favour of the Company's bankers by way of security against borrowing for working capital requirements in the ordinary course of business). The loans are further guaranteed by the Mg. Director & Jt. Mg. Director in their personal capacity.

(ii) Working Capital loans from Scheduled Banks are secured by way of hypothecation of stock of Raw Material, Work in Progress, Finished Goods, Stores & Spares, other consumables and book debts of the Company both present and future and by way of second charge on fixed assets on pari-passu basis with consortium banks. The loans are further guaranteed by Mg. Director, Jt. Mg. Director and a Director of the Company in their personal capacity

(iii) Deferred liabilities are secured by certain specified assets (including assets amounting to Rs. 293.04 lacs acquired under Hire Purchase Scheme).

2. Contingent liabilities not provided for in respect of

(Rs. in Lacs) PARTICULARS Current Year Previous Period a) Unexpired Bank guarantee 8.32 12.37 b) Unexpired letters of credit 111.25 65.05

c) Cheques/bills discounted with banks 767.54 929.25 d) Income Tax/Wealth Tax demand under appeal 16.68 67.05 e) Suspension period wages under dispute 20.45 18.99 f) Disputed demand of Custom/Excise 235.12 244.92

3. Current year figures are not comparable with previous period as previous period comprises 9 months.

4. Exchange variation amounting to Rs. 875.43 lacs as on 31-03-99 on foreign currency loan shall be considered at the time of actual payment due to unstable fluctuation in the exchange rates.


Mar 31, 1998

1. Secured Loan:

i. Term Loan from IDBI, Canara Bank, Corporation Bank is secured by way of charge on all the movable and immovable properties, both present & future, (subject to charges created/to be created in favour of the Company's bankers by way of security against borrowing for working capital requirements in the ordinary course of business) ranking pari-passu. The loans are further guaranteed by the Mg. Director & Jt. Mg. Director in their personal capacity.

ii. Working Capital loans from Scheduled Banks are secured by way of hypothecation of stock of Raw Material, Work in Progress, Finished Goods, Stores & Spares, other consumables and book debts of the Company both present and future and by way of second charge on fixed assets on pari-passu basis with consortium banks. The loans are further guaranteed by Mg. Director and a Director of the Company in their personal capacity.

iii. Deferred liabilities are secured by certain specified assets.


Jun 30, 1997

1. NOTES TO SECURED LOANS:

a. Term Loan is secured by way of equitable mortgage and charge on all the movable and immovable properties, both present & future, (subject to prior charges, created/to be created In favour of the Company's bankers by way of security for borrowing for working capital requirements in the ordinary course of business) ranking pari-passu, The loans are further guaranteed by the Mg. Director & Jt. Mg. Director in their personal capacity.

b. Working Capital loans from Scheduled Banks are secured by way of hypothecation of stock of Raw Material, Work in Progress, Finished Goods,Stores & Spares, other consumables and book debts of the Company both present and future and by way of second charge on fixed assets on pari-passu basis with consortium banks. The loans are further guaranteed by Mg. Director and a Director of the Company in their personal capacity.

c. Deferred liabilities are secured by certain specified assets.

2.a. In terms of Scheme of Amalgamation dated 16.05.97 approved by the Hon'ble High court of Allahabad, Phoenix Electric (India) Limited (PEIL) stands amalgamated with the Company w.e.f. 1st April, 1996. Pursuant to the said scheme, the Company has taken over all the assets, liabilities and obligations of the Amalgamating Company at their book value except for adjustment of Rs 54.70 lacs from credit balance in Profit & Loss Account of PEIL on account of extinguishment of one of the value of the asset taken over.

2.b. Previous year's figures are not comparable with the current year's figures, as current year's figures are for 15 months period and Include figures of Amalgamating Company.

2.c. Opening balances, wherever appearing includes balances of erstwhile Phoenix Electric (India) Ltd.

3. Expenses Incurred during extended trial run up to 30/6/97 amounting to Rs. 1641.09 Lacs (excluding depreciation of Rs. 360.89 Lacs) charged in earlier year have been capitalised on stabilisation of commercial production. In view of the trial run no depreciation during the year has been provided. Upto the previous accounting year ended 31/3/96 these expenses were treated as deferred revenue expenditure.

4. Exchange variation amounting to Rs. 66.10 lacs as on 30-6-97 on foreign currency loan shall be considered at the time of actual payment due to unstable fluctuation in the exchange rates.


Mar 31, 1996

Exchange variation amounting to Rs. 660 lacs as on 31-03-96 (as against Rs 918 lacs as on 31-03-95) on foreign currency loan shall be considered at the time of actual payment due to unstable fluctuation in the exchange rates.

Provision for interest on deferred interest and instalments on an from IDBI has not been provided, pending reschedulement.

Valuation of stock of Raw Material, Stores & Spares, Consumables, Packing Materials have been made on FIFO basis as against weighted average till previous year. Consequent to this, the stock is higher by Rs 41.51 lacs.

Unclaimed share application money of Rs. 7,03,427/- lying in refund account is pending reconciliation for want of relevent information from the refund banker.


Mar 31, 1995

No Important Notes


Mar 31, 1994

Expenditure during construction period and trial run in respect of CFTL unit upto 31-03-1994 (1-04-1994 being the date of commercial production) has been allocated and capitalised on plant and machinery.


Mar 31, 1993

The interest on Fixed Deposits have been accounted for on accrual basis as against cash basis till previous year. The impact of such change on the profit & loss account is Rs 49,504 only.

The profit and loss account has been prepared for the period from 1st Feb. 93 (being the date of commercial production) to 31st March, 1993. This being first year of operation of the company, the figures for the previous year have not been furnished.

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