Notes to Accounts of Sejal Glass Ltd.

Mar 31, 2023

(a) The Building under Investment Property is sold during the period ended 31st March, 2023. The Profit/ Loss on sale of the Building under Investment property is disclosed under exceptional item

(b) The Company had given its investment property on leave and license basis for minimum period of 11 months and the propotionate Rental Income till the date of Sale is accounted

The credit worthiness of Trade Receivables and the credit terms set are determined on a case to case basis. The fair values of Trade Receivables are not considered to be significantly different from their carrying values, given their generally short period to maturity, with impairment reviews considered on an individual basis rather than when these become overdue.

i. The Authorised Share Capital of the Company has been reclassified from Rs. 60,00,00,000/- (Rupees Sixty Crore only) comprising 6,00,00,000 (Six Crore) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 15,00,00,000/- (Rupees Fifteen Crore only) comprising 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Re. 10/- (Rupees Ten) each and Rs. 45,00,00,000 (Forty Five Crore) comprising 45,00,000 (Forty Five Lakhs) Preference Shares of Rs.100/- (Rupee One Hundred) each.

b. Rights, preferences and restrictions attached to Issued share capital

The Company has one class of equity shares having a par value of Rs. 10/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed if any by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of Company, the equity shareholders are eligible to receive the remaining assets of the Company after distributions of all preferential amounts, in proportion to their shareholding.

As per the 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 ownership of shares.

The Company had undergone Corporate Resolution Insolvency Process (‘CIRP'') under Insolvency and Bankruptcy Code (‘IBC'' or ‘Code''), 2016, vide Order dated 13th February, 2019, passed by the Hon''ble National Company Law Tribunal, Mumbai bench (‘NCLT''). Subsequently the Hon''ble NCLT, Mumbai bench vide its Order dated 26th March, 2021 (‘Approval Date'') read with Order dated 7th June, 2021 (‘the Order'') has approved the Resolution Plan (‘the Plan'' or ‘ the Resolution Plan''). The said approved resolution plan provided for various reliefs/concession which was approved vide NCLT order. The said reliefs inter-alia contained capital reduction by exempting compliance with the requirements set out in Companies Act, 2013 (and the rules framed thereunder) and under any other Applicable Laws with respect to reduction of share capital.

In accordance with the approved Resolution Plan and in order to represent true and fair view of financial position of the Company post implementation of abovementioned Resolution Plan, the Company, based on expert opinion, has netted off the balances available under Securities Premium and Capital Reduction Reserve created on reduction of share capital, against the debit balance of Retained Earnings as given below.

Nature and purpose of reserves Revaluation Reserve :

Revaluation Reserve is created on revaluation of Land and Building of the Company. The proportionate amount is transferred to Retained Earnings on sale of the asset as when occurred.

General Reserve :

General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General Reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the General Reserve will not be reclassified subsequently to statement of profit and loss.

Retained Earnings :

The balance in the Retained Earnings primarily represents the surplus after payment of dividend and transfer to reserve. The Debit balance of Retained Earnings is adjusted as per note given above.

Re measurement of Actuarial Value of Gratuity :

It includes remeasurement of gains and losses on defined benefit plans recognized in other comprehensive income. This is not reclassifiable to statement of profit and loss.

1. During the year the Company had paid balance amount payable to the Secured Creditors being Punjab National Bank and M/s Edelweiss Asset Reconstrcution Company Limited (EARC) as per the approved Resolution Plan and had obtained No Dues Certificate from them and released the charge on the securities.

2. During the year the Company has availed the Term Loan and Working Capital Facility from HDFC Bank Ltd. at the effective rate of interest ranging from 9.25% to 9.75% p.a. linked to 3 months MCLR and the said credit facilities are secured against the following securities of the Company

i. Primary Security - Hypothecation of all Stocks and Book Debts and Current Assets and Plant and Machineries, Both Present and Future.

ii. Collateral Security- Mortgage of Factory Land & Building situated at Survey No. 259/10/1,259/10/2, 259/ 10/3 and 259/11, Village Dadra, U.T of Dadra and Nagr Haveli, District Silvassa

3. The Term Loan is repayble in 60 Equal Monthly Installments starting from February 15, 2023

4. The difference between quarterly returns filed by the Company with banks / financial institutions and books of accounts were on account of explainable items and not material in nature.

The Company is in the process of confirming with its suppliers regarding their status as Micro and Small Enterprises as defined under “Micro, Small and Medium Enterprises Development Act, 2006”. Since the relevant information is presently not available, necessary disclosures relating to principle amount and interest paid /payable to Micro and Small Enterprises have not been made in these accounts.

Unpaid Dividend is transferable to Investor Education and Protection Fund. The earmarked balance is lying in the current account for unpaid dividend. However the Company has not been able to transfer the amount of unpaid dividend from the said account to Investor Education & Protection Fund as the account has been attached by the Sales Tax Authorities.

29.1 Contingent liabilities and commitments (to the extent not provided for)
Particulars	As at 31st March, 2023	As at 31st March, 2022
Contingent Liabilties and Commitments	NIL	NIL

As per approved resolution plan, the contingent liabilities and commitments, claims and obligations of the Company, stand extinguished and accordingly no outflow of economic benefits is expected in respect thereof which pertains to period on or before the effective date (i.e April 25, 2021) of implementation of Resolution Plan duly approved by the NCLT Order dated 26th March, 2021 read with Order dated 7th June, 2021. There are no contingent liabilities or commitments post implementation of the Resolution Plan.

29.4 Earning in Foreign Currency : Current Year NIL (Previous Year NIL)

29.5 Current Tax & Deferred Tax :

Considering the past unabsorbed tax losses, the management is of the view that there shall not be any tax liability and hence no provision is made for current tax.

Post CIRP new management has taken over control of the Company and has taken various measures for revival and stabilization of the Business. The Company has substantial tax losses pertaining to prior to CIRP period viz. unabsorbed tax depreciation of Rs. 17,060 Lakhs (which are available without any time limitation) along with business losses of Rs. 9,372 Lakhs, totaling to Rs. 26,432 Lakhs (“Unused Tax Losses”). The Company has taken opinion from expert regarding allowability of the said tax losses under the Income Tax Law. During the year ended 31st March, 2023, the Company, based on its future projections and expert’s opinion, has created a net deferred tax asset of Rs.903 Lakhs on Unused Tax Losses.

29.6 The Financials of the Company have been prepared on a going concern basis.

29.7 Figures for the previous year have been rearranged / re-grouped / reclassified wherever necessary, to correspond with those of the figures for the current year.

29.8 The Company has only one operating segment i.e. Glass Processing Business and hence no separate segment information has been furnished herewith. The Company operates in one geographic segment namely “within India” and hence separate geographic segment wise disclosure is not required.

29.9 The Company had incorporated a Limited Liability Partnership by the name of Sejal Glass Ventures LLP (“LLP”) on August 02, 2022 wherein the Company held 44.99% sharing in Profit and Loss and Capital Contribution as on the reporting date, thereby making it an associate of the Company. The said LLP has formed a wholly owned subsidiary by the name of M/s Sejal Glass and Glass Manufacturing Products LLC, in UAE on November 15, 2022.

29.10 Exceptional Item:

Exceptional Loss for the year ended 31st March, 2023 of Rs. 92.57 Lakhs is in respect of loss on sale of non core assets as envisaged in Resolution Plan approved by the Hon’ble National Company Law Tribunal, Mumbai Bench. This being non routine material impact on the financial results, hence the same has been disclosed as “Exceptional Items” in the Financial Results.

29.11 The Company had made all the payments in accordance with the Resolution Plan as approved by the Hon’ble NCLT, Mumbai bench, vide order dated 26th March, 2021 read with order dated 7th June, 2021. Consequent upon the payments, the Resolution Plan stands fully implemented and the role of the Monitoring Committee has come to an end. The Chairman of the Monitoring Committee (Erstwhile Resolution Professional) has already filed an Interlocutory Application along with the progress report with the Hon’ble NCLT, Mumbai bench for Orders. The matter is pending for hearing.

29.12 Relationship with the struck off Companies : The Company does not have any transactions or relationships with any companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.

29.13 Other Statutory Information :

i The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

ii The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

iii The Company has not advanced or loaned or invested funds (either from borrowed funds or share premium or any other sources of kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writting or otherwise) that the Intermediary shall:(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

iv The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theFunding Party (Ultimate Beneficiaries) or(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

v The Company have no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

vi The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017

vii The Company has not given any loans or advances in the nature of loans to the promoters, directors, KMP and other related parties (as defined under Companies Act 2013) either severely or jointly.

viii The Company is not covered under Section 135 of the Companies Act during the year.

ix During the year, the company has not been declared as willful defaulter by any Bank or Financial Institution or any other lender.

x No material events have occurred between the Balance Sheet date to the date of issue of these standalone financial statements that could affect the values stated in the financial statements as at 31st March, 2023

29.14 Employee benefit plans29.14. a Defined contribution plans

The Company makes Provident Fund and Employee’s State Insurance contributions in respect of all the qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits.The Company recognised Rs. 13,60,223/- (Year Ended 31st March, 2022 Rs 10,67,367/-) for Provident Fund and Employee’s State Insurance contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

29.14. b Defined benefit plansThe Company offers the following employee benefit schemes to its employees:i. Gratuity

ii. Compensated Leave Absences

The Company has obtained Acturial Valuation Report of Gratuity and Leave Encashment as at 31st March, 2023. During FY 2022-23 the Company has debited to its Profit and Loss Account Gratuity of Rs 9,49,306/- (Year Ended 31st March, 2022 Rs 6,50,521/-) and Leave Encashment to the extent of Rs.

6,01,327/- (Year Ended 31st March, 2022 Rs 6,57,377/-) to correctly show the year end liability as at 31st March, 2023

The discount rate is based on the prevailing market yields of Government of India Bonds as at the Balance Sheet date for the estimated term of the obligations.

The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

29.16 Financial Risk Management

The Company has exposure to the following risks arising from financial instruments:

• Credit risk ;

• Liquidity risk ; and

• Market risk

A. Credit Risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The company is exposed to credit risk from its operating activities (primarily for trade receivables and loans) and from its financing activities (deposits with banks and other financial instruments).

Credit Risk Management

Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

The Company’s maximum exposure to credit risk as at 31st March, 2023 and 31st March, 2022 is the carrying value of each class of financial assets.

ii Cash and Cash Equivalents

The Company held cash and bank balance with credit worthy banks of Rs. 139.69 Lakhs at 31st March, 2023 and Rs. 74.55 Lakhs at 31st March, 2022. The credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks where credit risk is largely perceived to be extremely insignificant.

B. Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities - trade payables and borrowings.

Liquidity risk management

The Company’s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall in our cash flow could undermine the Company’s credit rating and impair investor confidence.

C. Market risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments. The Company is exposed to market risk primarily related to interest rate risk and the market value of the investments.

i Currency Risk

The functional currency of the Company is Indian Rupee. Currency risk is not material, as the Company does not have any exposure in foreign currency.

ii Interest Rate Risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

Exposure to interest rate risk

The Company is exposed to interest rate risk as it has liabilities based on floating interest rates as well. The Company reviews the interest rate risks on period basis and try to mitigate the risk by having balanced portfolio of fixed and variable rate of borrowing.

Price Risk

Price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. It arises from financial assets such as investments in quoted instruments. There are no investments held by the Company which are measured at fair value either through profit and loss or fair value through other comprehensive income, hence the Company is not exposed to price risk.

The carrying amounts of trade receivables, cash and bank balances, loans, borrowings, and trade payables are considered to be approximately equal to the fair value.

I. Fair value hierarchy

The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and, (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels prescribed under the Indian accounting standard. An explanation of each level is as follows :

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. For example, listed equity instruments that have quoted market price.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the- counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

II. Valuation techniques used to determine fair value

Significant valuation techniques used to value financial instruments include:

• Use of quoted market price or dealer quotes for similar instruments

• Using discounted cash flow analysis.

29.18 Capital Management

The company’s objectives when managing capital are to

• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

• maintain an optimal capital structure to reduce the cost of capital.The capital structure of the Company is based on management’s judgement of the appropriate balance of key elements in order to meet its strategic and day-today needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets.The management monitors the return on capital as well as the level of dividends to shareholders. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

---

Mar 31, 2015

1 Corporate information

The Company is engaged in the business of manufacturing value added Glass in various forms viz. Tempering, Designing, Insulating and Laminated Glass and also engaged in Retail & wholesale trading in a wide range of home interior products and Electronic goods.

2.1 Investment in Un Quoted Securities

The company has invested in 4000 Equity Shares of Rs. 10 each fully paid for Rs. 50,00,000/- in Shakti Banquet Pvt. Ltd. The company has not received the audited financial statements for the year ended 31st March, 2015 and hence the fair value of shares cannot be estimated.

2.2 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

The Company is in the process of confirming with its suppliers regarding their status as Micro and Small Enterprises as defined under "Micro, Small and Medium Enterprises Development Act, 2006". Since the relevant information is presently not available, necessary disclosures relating to principal amount and interest paid /payable to Micro and Small Enterprises have not been made in these accounts.

2.3 Sundry Debtors, Loans and Advances and Sundry Creditors:

The balances of Sundry Debtors, Sundry Creditors, Inter-corporate Deposits and Loans and Advances have not been confirmed by some of the parties.

2.4 In the absence of convincing evidence assuring future taxable income, the company has not made provision for deferred tax asset.

3.5 Previous years figures are regrouped & rearranged wherever necessary.

3.2 Employee benefit plans

3.2.a Defined contribution plans

The Company makes Provident Fund contributions in respect of all the qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 1046180/- (Year ended 31 March, 2014 Rs. 1254864/-) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

3.2.b Defined benefit plans

The Company offers the following employee benefit schemes to its employees:

i. Gratuity

ii. Compensated Absences

The following table sets out the funded status of the defined benefit schemes and the amount recognised in the financial statements:

The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

The Expected Rate of Return on Plan Assets is based on expectations of the average long term rate of return expected on the investments of the fund during the estimated term of obligations.

3.3 Segment information

The Company has identified business segments as its primary segment and geographic segments as its secondary segment. Business segments are primarily Glass Processing Division and Retail Trading Division. Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable.The Company does not have geographical segments.

---

Mar 31, 2014

CORPORATE INFORMATION

The Company is engaged in the business of processing of value added Glass in various forms viz. Tempering, Designing, Insulating and Laminated Glass. The Company also has Trading and Retail division offering a wide range of home interior products and Electronic goods.

The Company has during the year changed the name of the company from Sezal Glass Limited to Sejal Glass Limited vide Certificate of Incorporation dated 20th march, 2014

1 Investment in Un Quoted Securities

The company has invested in 4000 Equity Shares of Rs.10 each fully paid amounting to Rs.50,00,000/- in Shakti Banquet Pvt.Ltd. The company has not received the audited financial statements from the year ended 31st March, 2014 and hence the fair value of shares cannot be estimated.

(Amount in Rs.) As at As at 31st March, 2014 31st March, 2013

2 Contingent liabilities and commitments (to the extent not provided for)

(i) (i) Contingent liabilities

(a) Claims by Larsen & Toubro 10,039,726 10,039,726 Limited against the Company not acknowledged as debt

(b) Guarantees executed in favour of

- Dakshin Gujrat Vij Company Ltd - -

- Administration of Dadra and - 3,625,000 Nagar Haveli Electricity Department

- Chalet Hotels Private Limited - 2,125,130

- The Indian Hotels Company - 7,337,339 Limited

- Saint Gobain Glass India Limited - 30,000,000

- Against advance received from 1,724,818 - a party

- Juniper Hotels Pvt Ltd

(ii) Customs duty payable for default 12,318,351 10,999,915 in completing export obligation against advance license

(iii) Export obligation under EPCG 52,768,656 21,004,730 licence availed

(iv) Claims by parties towards damages 5,893,917 5,893,917

(v) Penalty Demand by Income tax 19,142,004 12,684,631 Department

(vi) Penalty paid to GIDC under 13,972,689 13,972,689 protest

(vii) Penalty Demand by Sales 31,555,798 - tax Department

(viii) Interest and penalty 7,958,736 2,485,434 claimed by GIDC for Plot at Jagadia Industrial Area

Total 155,374,695 120,168,511

3.1 Employee benefit plans

3.1.a Defined contribution plans

The Company makes Provident Fund contributions in respect of all the qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 1229127/-(Year ended 31 March, 2013 Rs. 1712848/-) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

4 Segment information

The Company has identified business segments as its primary segment and geographic segments as its secondary segment. Business segments are primarily Glass Processing Division and Retail Trading Division. Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. The Company does not have geographical segments.

---

Mar 31, 2013

1 CORPORATE INFORMATION

The Company is engaged in the business of processing of value added Glass in various forms viz. Tempering, Designing, Insulating and Laminated Glass. The Company also has Trading and Retail division offering a wide range of home interior products and Electronic goods.

2.1 Temperory Diminution of Investment

The company has invested in Shares of Inventure Growth and Securities Limted as its Long Term Investment for Rs.3,77,06,280. The Market value of these Shares as on the reporting date is Rs.36,98,520. The reduction in the Share value is a Temperory diminution, which has resulted on account of the Market forces. The turnover and the profitability of the said company does not show any adverse impact which has resulted in the fall in the market price.

2.2 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

In the absence of data on suppliers falling under the category of Micro, Small and Medium Enterprises, the information regarding the transactions is not provided.

3.1 Employee benefit plans

3.1.a Defined contribution plans

The Company makes Provident Fund contributions in respect of all the qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 1712848/-(Previous Year Rs. 1841907) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

3.1.b Defined benefit plans

The Company offers the following employee benefit schemes to its employees:

i. Gratuity

ii. Compensated Absences

The following table sets out the funded status of the defined benefit schemes and the amount recognised in the financial statements:

3.2 Discontinuing operations

The Company did not have any discontinued operations during the year. However, during the year 2011-2012, pursuant to the approval of the Shareholders and other authorities as required, the Company has transferred the Float Glass Division at Bharuch to Saint Gobain Glass India Limited on a slump sale basis with effect from the close of business on 31st May, 2011. The Float Glass Division business was reported as part of Float Glass Division segment of the Company during the Previous Year 2011-12. The results of the discontinued business during the year 2011-2012 until discontinuation were as under:

---

Mar 31, 2012

1 Corporate information

The Company is engaged in the business of processing of value added Glass in various forms viz. Tempering, Designing, Insulating and Laminated Glass. The Company started manufacturing of Float Glass during the previous year. This activity was discontinued w.e.f 1st June, 2011. The Company also has Trading and Retail division offering a wide range of home interior products.

2.1 Monies received against share warrants

The Company at their Annual General Meeting held on 15th September, 2009 have resolved to create, offer, issue and allot up to 50,00,000 warrants, convertible into 50,00,000 equity shares of Rs.10/- each at a premium of Rs.30/- on a preferential allotment basis, in accordance with the SEBI Guidelines on preferential issue. Sub- sequent to the subdivision of face value of the Equity shares from Rs.10/- to Rs.1/- each, 50,00,000 warrants became 5,00,00,000 warrants of the face value of Rs.1/- each. The Promoters had opted to convert 3,55,00,000 warrants into Equity shares on various dates. As the Promoters did not exercise the option to convert the balance 145,00,000 warrants, the right to apply for Equity shares had lapsed on June 2, 2011 as per the terms of the issue. Accordingly, 145,00,000 warrants stand cancelled and consequently the entire amount received thereon from the warrant holders has been forfeited by the Company and transferred to General Reserve

As at 31st March, As at 31st March, 2012 2011

2.2 Contingent liabilities and commitments (to the extent not provided for)

(i) Contingent liabilities

(a) Claims by Larsen & Toubro Limited against the Company 10,039,726 42,500,000 not acknowledged as debt

(b) Guarantees executed in favor of

- Dakshin Gujrat Vij Company Ltd 20,171,000 -

- Gujarat Gas Company Limited - 117,613,684

- Quippo Energy Private Limited - 30,000,000

- Administration of Dadra and Nagar Haveli Electricity Department 3,625,000 3,625,000

- Parties against advance 15,000,000 10,625,938

(c) Other money for which the Company is contingently liable (give details)

(i)Claims by Gujarat Gas Company for Minimum Guaranteed - 1,023,088,698 Off take

(ii) Customs duty payable for default in completing export 12,382,672 15,986,329 obligation against advance license

(iii) Export obligation under EPCG license availed - US $ 29,119,996 4,228,138 3,94,202.06 @ Rs.50.875 = US $ including interest Rs.90,64,966 (Pre- vinous year US $ 93958.62 @ Rs. 45 = US $

(iv) Claims by parties towards damages 5,893,917 5,893,917

(v)Penalty Demand by Income tax Department 8,597,477 -

(vi) Penalty paid to GIDC under protest 13,972,689 -

(vi) Bank Charges debited to Unpaid dividend account - 51,555

Total 118,802,477 1,253,561,704



(ii) Commitments

(a) Estimated amount of contracts remaining to be executed - - on capital account and not provided for

Tangible assets 22,254,467 114,800,000





2.3 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 In the absence of data on suppliers falling under the category of Micro, Small and Medium Enterprises, the information regarding the transactions is not provided.

3.1 Employee benefit plans

3.1.a Defined contribution plans

The Company makes Provident Fund contributions in respect of all the qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognized Rs. 1841907/-(Year ended 31 March, 2011Rs. 3676268) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

3.1.b Defined benefit plans

The Company offers the following employee benefit schemes to its employees:

i. Gratuity

ii. Compensated Absences

The following table sets out the funded status of the defined benefit schemes and the amount recognized in the financial statements:

3.2 Segment information

The Company has identified business segments as its primary segment and geographic segments as its secondary segment. Business segments are primarily Processing Division, Float Glass Manufacturing Plant and Retail Division. Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallowable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallowable. The Company does not have geographical segments.

3.3 Discontinuing operations

During the year, pursuant to the approval of the Shareholders and other authorities as required, the Company has transferred the Float Glass Division at Barouche to Saint Gobain Glass India Limited on a slump sale basis with effect from the close of business on 31st May, 2011 for a consideration of Rs.686 crores less a Net Current Asset of Rs.23 crores. The Float Glass Division business has been reported as part of Float Glass Division segment of the Company. The results of the discontinued business during the year until discontinuation were as under:

---

Mar 31, 2011

1. a) The name of the company was changed from 'Sejal Architectural Glass Limited' to "SEZAL GLASS LIMITED" in terms of the special resolution passed at the Extra Ordinary General Meeting of the Shareholders of the Company held on May 15, 2010 and on

2. Contingent Liabilities :

Contingent liabilities not provided for in respect of receiving approval from the Company Law Board.

b) The shareholders of the company have, in an Extra Ordinary General Meeting held by the company, approved the subdivision of equity shares of the company of the face value of Rs.10/- per share to 10 shares of Re.1/- per share.

c) The Float Glass Manufacturing Plant at Jhagadia, Bharuch, has been capitalised effective June 01, 2010 after the Float Glass Production was stabilised.

d) The Company has revalued its Land and Buildings to project the actual value of its immoveable property as at 31st March, 2011. The resultant increase in its value as per the valuation report given by Mr. Shyam Agrawal, approved Government Valuer has been correspondingly credited to revaluation reserve which amounted to Rs. 72,47,97,837/- for Land and Rs. 90,21,03,161/- for Building aggregating to Rs. 162,69,00,998/-. Depreciation on the incremental value of Buildings has not been provided for as the same was accounted as of 31st March, 2011.

e) The Authorised Capital of the company has been increased from Rs.45 Crores to Rs.60 Crores during the year. However, the increase in Authorised Capital is yet to be communicated to the Registrar of Companies.

(Rs.) 2010-11 2009-10

Claims by Gujrat Gas Company for Minimum Guaranteed Off take 1,02,30,88,698 9,00,00,000

Bank Guarantees Outstanding 16,18,64,622 9,96,71,016

Customs duty payable for default in completing export obligation 1,59,86,329 80,20,538 against advance license - Processing Division

Customs duty payable for default in completing export obligation 42,28,138 Nil under EPCG - Processing Division (US $ 93,958.62 @ Rs. 45 = US $ 1)

Claims by parties towards damages 58,93,917 58,93,917

Claims by parties not acknowledged as debt 4,25,00,000 4,00,00,000

Income Tax Department demands Nil 20,35,473

Bank charges debited to unpaid Dividend A/c with bank 51,555 51,555

3. Disclosure Pursuant to Accounting Standard AS 15 (Revised):

Gratuity

The company has accounted employee benefits as per Accounting Standard 15 (Revised) on Employee Benefits (Revised) issued by the Institute of Chartered Accountants of India.

Presentation in Balance Sheet as per actuarial valuation as at March 31, 2011 Net Asset/(Liability) recognised in the balance sheet as at March 31, 2011

a) Discount Rate:

The discount rate is based on the prevailing market yields of Indian Government Securities as at the balance sheet date for the estimated term of the obligations.

b) Expected Rate of Return on Plan Assets :

This is based on our expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

c) Salary Escalation Rate:

The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

4. Related Party Disclosures:

Disclosure as required by the Accounting Standard 18, "Related Party Disclosure" is given below:

a) Names of Related Parties and Nature of Relationship:

i) Subsidiary N.A.

ii) Key Management Personnel Wholetime Directors and relatives of the Key Management Personnel

with whom the Company had transactions

Key Management Personnel (Whole Time Directors) Relative of Key Management Personnel

Shri Amrrut S. Gada Shri Shavjjibhai V. Gada, Father

Smt. Diwaliben S. Gada, Mother Smt. Bhavna A. Gada, Wife

Shri Dhirraj S. Gada Shri Shavjjibhai V. Gada, Father

Smt. Diwaliben S. Gada, Mother Smt.Anju D. Gada, Wife

Shri Miitesh K. Gada Shri Kanji V. Gada, Father

Smt. Navalben K. Gada, Mother Smt. Preeti M. Gada, Wife

Shri Aashish D. Kariaa

iii) Entities over which Key Management Personnel [Wholetime Directors] are able to exercise significant influence:

Sezal Glass Craft Private Limited

Sezal International Limited

Sezal Insurance Broking Limited

Sezal Glass House

Sezal Realty and Infrastructure Limited

Sezal Finance Limited

Bhanu Cosmetics & Packaging Limited

Hero Paper Stores

Hero Multi Pap Private Limited

White Flag Media and Communications Limited

iv) Joint Venture - Sezal Firebaan Glass Private Limited

5. Events Occurring After the Balance Sheet Date:

The company is considering a possibility of transfer of its manufacturing units by way of sale, lease or otherwise. In order to take prior approval of shareholders for this major decision, the company opted for voting by Postal Ballot by the shareholders. The result of voting by Postal Ballot, after the Scrutinizers verify the ballot reports, shall be available on or after 28th May, 2011.

6. Balances of sundry debtors, advances and sundry creditors are subject to receipt of balance Confirmation letters.

7. The details of amounts due to Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006, as per the information available with the company. Nil Nil

8. Previous year's figures have been regrouped / re-arranged wherever necessary to conform with the current year's classification.

---

Mar 31, 2010

1. Contingent Liabilities :

Contingent liabilities not provided for in respect of

(Rs.)

2009-10 2008-09

Claims by Gujarat Gas for Minimum Guarantee Offtake 4,50,00,000 Nil

Bank Guarantee given by Company to State Bank of Patiala (off Margin 4,87,32,831 4,83,75,490

provided by the Company in the form of Fixed Deposits with the Bank)

Bank Guarantee given by Company to Axis Bank in provided by 5,09,38,285 Nil

the Company in the form of Fixed Deposits with the Bank)

CST not charged in Sales bill to parties Nil 46,95,477

Claim by party towards damages 58,93,917 35,20,000

Claim by party not acknowledged as debt 4,00,00,000 Nil

Income tax payable 20,35,473 Nil

2. Disclosure pursuant to Accounting Standard (AS) 15 (Revised) :

Gratuity

The Company has for the first time during the year ended March 31, 2009 adopted Accounting Standard 15 (Revised) on Employee Benefits (Revised) issued by the Institute of Chartered Accountants of India.

a) Discount Rate :

The Discount Rate is based on the prevailing market yields of Indian Government Securities as at the Balance Sheet date for the estimated term of the obligations.

b) Expected Rate of Return on Plan Assets :

This is based on our expectation of the average long term rate of return expected on Investments of the Fund during the estimated term of the obligations.

c) Salary Escalation Rate:

The estimates of future Salary increases considered takes into account the inflation, seniority, promotion and other relevant factoRs.

Leave Encashment

Actuarial Valuation of Leave Encashment Liability as required by Accounting Standard 15 (Revised) has not been done. The same has been provided on the basis of leave balance as at March 31, 2010 on the basis of current salary drawn.

3. Related Party Disclosures :

Disclosure as required by the Accounting Standard 18, "Related Party Disclosure" is given below:

a) Names of Related Parties and nature of Relationship:

i) Subsidiary N.A.

ii) Key Management Personnel : [Wholetime Directors] and relatives of the Key Management Personnel with whom the Company had transactions

Key Management Personnel
Shri. Amrut S Gada Shri. Shivji V. Gada, Father

Smt. Diwaliben S. Gada, Mother

Smt. Bhavna A. Gada, Wife

Shri. Dhiraj S Gada Shri. Shivji V. Gada, Father

Smt. Diwaliben S. Gada, Mother

Smt. Anju D. Gada, Wife

Shri. Mitesh K Gada Shri. Kanji V. Gada, Father

Smt. Navalben K. Gada, Mother

Smt. Preeti M. Gada, Wife

iii) Entities over which Key Management Personnel [Wholetime Directors] are able to exercise significant influence:

Sejal Glass Craft Private Limited

Sejal International Limited

Sejal Insurance Broking Limited

Sejal Glass House

Sejal Float Glass Limited

Sejal Finance Limited

Bhanu Cosmetics & Packaging Limited

Hero Paper Stores

Hero Multi Pap Private Limited

White Flag Media and Communications Limited

4. Events occurring after Balance Sheet date :

a) The shareholders of the Company had, in an Extra Ordinary General Meeting held by the Company, approved the proposal to change in the name of the Company from Sejal Architectural Glass Limited to ‘Sezal Glass Ltd

5. Deferred Tax liability :

Provision for Deferred Tax liability is arrived at on the timing differences at the Tax rates as applicable for the current financial year, after setting off rebate of 30% available u/s 80IB.

6. Balances in the accounts of Sundry Debtors, Sundry Creditors, Advances to and from parties are subject to confirmation by the parties and subject to reconciliation with the control account main ledger.

7. As regards to the compliance of the provisions relating to the dues to the Small Scale Units in terms of the Companies (Amendment) Act, 1999, the Company has no dues payable to Small Scale Units.

8. Previous years figures have been regrouped / re-arranged wherever necessary to conform with the current years classification.