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Notes to Accounts of Sintex Industries Ltd.

Mar 31, 2016

1 CORPORATE INFORMATION

Sintex Industries Limited , the flagship company of Sintex group is a public company domiciled in India and incorporated in 1931 under the provisions of the Companies Act, 1956. It is headquartered in Kalol in Gujarat. Its shares are listed on NSE and BSE in India. The Company is one of the leading manufacturer of plastics products, cotton yarn and niche structured yarn dyed textiles related products in India. Initially the Company started its operations in textile and diversified in plastic business in mid 70s. The plastic division manufacturers products which includes prefabricated structures, monolithic constructions, FRP products and water storage tanks. The Company has seven plants located at Kalol, Kolkata, Daman, Butibori, Namakkal, Nalagarh and Pipavav.

2.1 A Scheme of Arrangement (the "Scheme") between the Company and its equity Shareholders was approved by the Board of Directors vide its resolution dated 30th June, 2008, by the Shareholders in their Court convened meeting held on 15th September, 2008 and by the Honourable High Court of Gujarat vide its order dated 25th March, 2009. The Appointed Date of the Scheme was 1st April,2008. The Company filed the Order with the Registrar of Companies, Gujarat on 14th April, 2009 within the time specified in the order and the Scheme had been given effect in the financial statement for the financial year ended on 31st March, 2010. Accordingly, as per the Scheme, from the said date, the Company earmarked Rs.200 crore from Securities Premium Reserve to International Business Development Reserve Account (the "IBDR").

Accordingly, the Company has adjusted against the available balance of IBDR an amount of '' Nil (previous year Rs.1.89 crore) being such specified expenses as per the Scheme. The said accounting treatment has been followed as prescribed under the Scheme and it has no significant impact on the profit for the year.

2.2 Net gain on sale / transfer of long term investment comprises of gain of Rs.208.33 crore on buyback of 5,48,53,115 equity shares by Sintex Holding B.V. Netherlands, a wholly owned subsidiary and cost of investments of Rs.208.30 crore (including Rs.60.75 crore invested during the year) held by the Company in Sintex Infra Projects Limited, a wholly owned subsidiary of the Company transferred without consideration to BVM Overseas Limited, another wholly owned subsidiary of the Company, adjusted thereagainst.

2.3 On 28th November, 2012, the Company issued 7.50 per cent (3.75 per cent from 28th Nov,2014) Step Down Convertible Bonds (with an average yield to maturity 5.25%) aggregating to US $ 140 million to repurchase or repay the outstanding principal and premium on redemption on the 2008 FCCBs, in accordance with applicable Indian laws and regulations.

As per the terms & condtions of the Offering Circular dated 16th November, 2012, the bondholders have an option to convert these bonds into Equity Shares determined at an initial conversion price of Rs.75.60 per equity share with a fixed rate of exchange on conversion of Rs.54.959 per US $ 1.00, at any time on or after 8th January, 2013 up to the close of business on 19th November, 2017.

The Bonds may be redeemed, in whole but not in part, at the option of the Company at any time on or after 28th May, 2015 and on or prior to 23rd October, 2017 subject to satisfaction of certain conditions. Unless previously converted, redeemed or purchased and cancelled, the bonds fall due for redemption on 29th November, 2017 at 100 per cent of their principal amount together with accrued interest , if any, calculated in accordance with the terms & conditions.

As per the terms of offering circular dated 16th November, 2012 on 28th May, 2014 the conversion price was reset from Rs.75.60 to Rs.65.74 thereby increasing number of equity shares reserved for issuance towards foreign currency convertible bonds from 10,17,75,926 to 11,70,40,767. During the year,upon exercise of the conversion option in respect of all FCCB bonds outstanding as on 31st March, 2015 having face value of US $ 24.15 million, 2,01,89,527 equity shares have been issued, which resulted into increase in paid up equity share capital by Rs.2.02 crores and securities premium account by Rs.130.71 crore.

2.4 Consequent to the applicability of the Companies Act, 2013 (the Act) with effect from 1st April, 2014,the Company has revised the useful life of tangible fixed assets,other than plant and machinery, as prescribed under Schedule-II to the Act and in case of plant and machinery, the useful life has been determined on the basis of external & internal technical evaluation for the purpose of providing depreciation on fixed assets. on account of this, depreciation for the year ended 31st March, 2015 is lower by Rs.55.96 crore. Further Rs.1.29 crore (net of deferred tax of Rs.0.67 crore) has been adjusted against the opening balance of retained earnings, representing the carrying amount of the fixed assets whose remaining useful life is nil as on 1st April 2014.

2.5 Investment made of Rs.182.95 crore in debentures of Khadayata Decor Limited in March,2014 as receipt of part consideration on sale of shares of a subsidiary company were redeemed at par on 29th March,2016, prior to its due date of redemption of 25th September, 2017.

3 DISCLOSURES UNDER ACCOUNTING STANDARDS

3.1 Employee benefit plans

3.1 a. Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for 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.6.96 crore (Year ended 31st March, 2015 Rs.6.37 crore) for Provident Fund contributions and Rs.0.89 crore (Year ended 31st March, 2015 Rs.0.85 crore) for Superannuation 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 scheme.

3.1 b. Defined benefit plans

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

i. Gratuity (Funded through annual payment to Life Insurance Corporation of India)

ii. Compensated Absences (Unfunded)

3.2 Expenses debited to Statement of profit and Loss by way of cost of material consumed, employee benefit expenses and other expenses are net of Rs.133.46 crore (previous year '' Nil) being the expenses capitalized (including capital work-in-progress) and Sales credited to Statement of profit & Loss is net of sale of trial run production and other income aggregating to Rs.37.39 Crore being reduced from amount capitalized. Capital work-in-progress includes pre-operative expenses of Rs.13.35 crore as at 31st March,2016 (previous year Rs.4.98 crores)

4 ESOP

The Compensation Committee of the Board of Directors of the Company at its meeting held on September 28, 2015 resolved to wind up the Sintex Industries Limited Employee Stock option Scheme, 2006 (ESop Scheme) to comply with applicable provisions of SEBI (Share Based Employee Benefits) Regulations, 2014. Accordingly, the trustees of the said Sintex Employee Welfare Trust have divested the entire shareholding lying with the Trust. The Company has recovered the outstanding amount of loan in respect of shares allotted to ESop Trust and has adjusted the difference between the cost of shares and amount of loan recovered against the balance of Employee Stock options outstanding account as per the Guidance Note on Accounting for Employee Share-based payments. Consequent to winding up of the ESop Scheme, balance amount of Rs.3.76 crore of Employee Stock options outstanding account has been transferred to General Reserve.

5 The previous year figures have been regrouped / re-classified to conform to the current year''s classification.


Mar 31, 2015

1 CORPORATE INFORMATION

Sintex Industries Limited, the flagship Company of Sintex group is a public Company domiciled in India and incorporated in 1931 under the provisions of the Companies Act, 1956. It is headquartered in Kalol in Gujarat.Its shares are listed on NSE and BSE in India. The Company is one of the leading providers of plastics and niche structured yarn dyed textiles related products in India. Initially the Company started its operations in textile and diversified in plastic business in mid 70s. The plastic division manufacturers products which includes prefabricated structures, monolithic constructions, FRP products and water storage tanks.

2 Terms/ Rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs.1/- per share. Each holder of equity share is entitled to one vote per share.

The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of Shareholders in the ensuing AGM.

iii) As at 31st March, 2015: 2,21,12,553 shares (As at 31st March, 2014: 12,00,98,926 shares) were reserved for issuance as follows:

(a) 19,23,000 shares (As at 31st March, 2014 19,23,000 shares) of Rs.1 each towards outstanding employee stock options granted / available for grant. (refer note 31)

(b) NIL shares (As at 31st March, 2014 1,64,00,000 shares) of Rs.1 each towards outstanding share warrants to promoter group companies. (refer note 5)

(c) 2,01,89,553 shares (As at 31st March, 2014 10,17,75,926 shares) of Rs.1 each towards Foreign Currency Convertible Bonds (FCCB) (refer note 29.5)

3 The Board of Directors of the Company, at their meeting held on 11th October, 2012 and as approved by the Members at their meeting held on 9th November,2012, had resolved to create, offer, issue and allot up to 3,00,00,000 warrants, convertible into one equity shares at a price of Rs.1/- each on a preferential allotment basis, pursuant to Section 81(1A) of the Companies Act, 1956, at a conversion price of Rs.69.01/- per equity share, arrived at in accordance with the SEBI Guidelines in this regard. Subsequently, vide meeting dated 22nd November, 2012 of the Committee of Board of Directors, these warrants were allotted to the promoter group companies and the 25% application money was received from them. The warrants may be converted into equivalent number of equity shares on payment of the balance amount at any time on or before 21st May, 2014. In the event the warrants are not converted into shares within the said period, the Company is eligible to forfeit the amounts received towards the warrants.

During the year on 19th May, 2014,upon exercise of the option in respect of remaining 1,64,00,000 warrants, equivalent number of equity shares have been issued, which resulted into increase in Equity Share Capital by Rs.1.64 crores and Security Premium Account by Rs.111.54 crore.

i) 2,750 (Previous year Nil) 10.70% Secured Redeemable Non Convertible debentures of Rs.10,00,000/- each, are redeemable at par in three equal annual installments starting from 30th September, 2019. The Debentures are secured by first pari passu charge on fixed assets (excluding fixed assets at Nagpur, Kolkata and spinning unit) of the Company.

(ii) 2,250 (Previous year Nil) 10.70% Secured Redeemable Non Convertible debentures of Rs.10,00,000/- each, are redeemable at par in three annual installments starting from 11th June, 2019. The Debentures are secured by first pari passu charge on fixed assets (excluding fixed assets at Nagpur, Kolkata and spinning unit) of the Company.

(iii) 2,500 (Previous year 2,500) 11.5% Secured Redeemable Non Convertible debentures of Rs.10,00,000/- each, are redeemable at par in three equal annual installments starting from 18th February, 2016. The Debentures are secured by first pari passu charge on all the movable and immovable assets, both present and future excluding assets of spinning unit of the Company.

(iv) 3,500 (Previous year 3,500) - 9.00% Secured Redeemable Non Convertible Debentures of Rs.10,00,000/- each, are redeemable at par in two tranches - 1,500 Debentures (Rs.150 crore) on 1st June, 2015 and 2000 Debentures (Rs.200 crore) on 24th June, 2015. The Debentures are secured by way of first pari passu charge on all movable and immovable assets, both present and future excluding assets of spinning unit of the Company.

(v) Term Loans from the banks and Financial Institution are secured by first charge on pari passu basis on all the immovable and movable properties of the Company, both present and future excluding properties of spinning unit and except on specified current assets and book debts on which prior charge created in favor of the Banks for working capital facilities (refer note 8).

However in case of borrowings referred in point no (e), (f) and (g) from the banks and financial institution are secured by first charge on pari passu basis on entire fixed assets including immovable properties of the Spinning Unit.

(vi) Terms of repayments of term loans (including current maturities of long term debt) carrying interest rate range of 6% to 12% p.a. are given below:-

(a) Loan outstanding of Rs. Nil crores (previous year Rs.24.91 crores) - the overall loan repayment term includes 20 quarterly installment of Rs.6.25 crores each starting from 29th June, 2010 to 26th March, 2015

4 LONG-TERM BORROWINGS

(b) Loan outstanding of Rs.276.25 crores (previous year Rs.292.50 crores) - the overall loan repayment term includes annual installments of Rs.16.25 crores each from 31st March, 2013 to 31st March, 2016 and Rs.130 crores each on 31st March, 2017 and 31st March, 2018.

(c) Loan outstanding of Rs. Nil crores (previous year Rs.10.00 crores) - the overall loan repayment term includes 20 quarterly installments of Rs.2.50 crores each starting form 16th April, 2010 till 16th January. 2015.

(d) Foreign currency loan of Rs.751.12 crore (previous year Rs.721.20 crores) is repayable in three equal annual installment of Rs.250.37 crores at the end of 5th, 6th and 7th year i.e. starting from 14th December, 2017 till 14th December 2019.

(e) Loan outstanding of Rs.207.38 crores (previous year Rs. Nil) - the overall loan repayment term includes 30 quarterly installment of Rs.16.67 crores each starting from 31st December, 2016 till 31st March, 2024 .

(f) Loan outstanding of Rs.207.37 crores (previous year Rs. Nil) - the overall loan repayment term includes 30 quarterly installment of Rs.16.67 crores each starting from 31st December, 2016 till 31st March, 2024 .

(g) Loan outstanding of Rs.91.25 crores (previous year Rs. Nil) - the overall loan repayment term includes 30 quarterly installment of Rs.7.33 crores each starting from 31st December, 2016 till 31st March, 2024 .

(h) The Technology Upgradation Fund Scheme (TUFs) term loans include:

(i) Loan outstanding of Rs.20.93 crores (previous year Rs.39.68 crores) - the overall loan repayment term includes 32 quarterly installment of Rs.4.69 crores each starting from 30th June, 2008 till 30th May, 2016 .

(ii) Loan outstanding of Rs. Nil crores (previous year Rs.0.50 crores) - the overall loan repayment term includes 32 quarterly installment of Rs.1.50 crore each starting from 30th September, 2006 till 30th June, 2014.

(iii) Loan outstanding of Rs.11.72 crores (previous year Rs.21.09 crores) - the overall loan repayment term includes 32 quarterly installment of Rs.2.34 crore each starting from 17th October, 2008 to 17th April, 2016.

(iv) Loan outstanding of Rs.179.33 crores (previous year Rs.191.83 crores) - the overall loan repayment term includes 32 quarterly installment of Rs.6.25 crore each starting from 1st October, 2014 till 1st July, 2022.

(v) Loan outstanding of Rs.130.77 crore (previous year Rs.144.30 crores) - the overall loan repayment term includes 32 quarterly installment of Rs.4.51 crore each commencing after 27 months moratorium period i.e. starting from 1st October, 2014 till 1st July, 2022.

(vi) Loan outstanding of Rs.88.56 crore (previous year Rs.76.56 crores) - the overall loan repayment term includes 32 quarterly installment of Rs.3.13 crore each commencing from 1st October, 2014 till 1st July, 2022.

Particulars 2014-15 2013-14

(Rs. in crores) (Rs. in crores)

6 Contingent liabilities in respect of :-

a) Corporate guarantees given to Financial Institution / Bank on behalf of a Subsidiaries 202.53 5.00

b) Disputed demand not acknowledged as debt against which the Company has preferred appeal

- Income tax* 12.80 5.94

- Sales Tax/Value Added Tax 1.89 2.72

- Service Tax* 4.04 4.04

* The amount deposited with the authority in respect of above income tax and service tax demands are Rs.12.80 crore (previous year Rs.5.94 crore) and Rs.4.04 crore (previous year Rs.4.04 crore), respectively. The dispute of service tax relates to CENVAT eligibility on taxes paid for procurement of services

c) Company has imported machineries duty free under EPCG Scheme for which an export obligation of Rs.56.31 crore that is equivalent to 6 times of duty save of Rs.9.38 crore has been undertaken which is to be completed by FY 2020-21. 9.38 -

Estimated amount (net of advances) of contracts remaining to be executed on capital accounts and not provided for 865.52 1,589.01

7 A Scheme of Arrangement (the "Scheme") between the Company and its equity Shareholders was approved by the Board of Directors vide its resolution dated 30th June, 2008, by the Shareholders in their Court convened meeting held on 15th September, 2008 and by the Honourable High Court of Gujarat vide its order dated 25th March, 2009. The Appointed Date of the Scheme was 1st April,2008. The Company filed the Order with the Registrar of Companies, Gujarat on 14 th April, 2009 within the time specified in the order and the Scheme had been given effect in the financial statement for the financial year ended on 31st March, 2010. Accordingly, as per the Scheme, from the said date, the Company earmarked Rs.200 crore from Securities Premium Reserve to International Business Development Reserve Account (the "IBDR").

Accordingly, during the year, the Company has adjusted against the available balance of IBDR an amount of Rs.1.89 crore (previous year Rs.0.80 crore) being such specified expenses as per the Scheme. The said accounting treatment has been followed as prescribed under the Scheme and it has no significant impact on the profit for the year.

8 On 26th March 2014, the Company had sold / transferred investment (carrying amount Rs.111 crore) in equity shares of Zep Infratech Limited, a wholly owned subsidiary, and unsecured loan of Rs.69.92 crore to the said subsidiary, for a consideration of Rs.183 crore to Khadayata Decor Limited (Khadayata) out of which Rs.182.95 crore is received in form of 3,659 7% Secured Debentures of Rs.5,00,000 each issued by Khadayata.The said debentures are redeemable at par on 25th September,2017.

9 On 28th November, 2012, the Company issued 7.50 per cent (3.75 per cent from 28th Nov,2014) Step Down Convertible Bonds (with an average yield to maturity 5.25%) aggregating to US $ 140 million to repurchase or repay the outstanding principal and premium on redemption on the 2008 FCCBs, in accordance with applicable Indian laws and regulations.

As per the terms & condtions of the Offering Circular dated 16 th November, 2012, the bondholders have an option to convert these bonds into Equity Shares determined at an initial conversion price of Rs.75.60 per equity share with a fixed rate of exchange on conversion of Rs.54.959 per US $ 1.00, at any time on or after 8th January, 2013 up to the close of business on 19th November, 2017.

The Bonds may be redeemed, in whole but not in part, at the option of the Company at any time on or after 28 th May, 2015 and on or prior to 23rd October, 2017 subject to satisfaction of certain conditions. Unless previously converted, redeemed or purchased and cancelled, the bonds fall due for redemption on 29th November, 2017 at 100 per cent of their principal amount together with accrued interest, if any, calculated in accordance with the terms & conditions.

As per the terms of offering circular dated 16th November, 2012 on 28th May, 2014 the conversion price was reset from Rs.75.60 to Rs.65.74 thereby increasing number of equity shares reserved for issuance towards foreign currency convertible bonds from 10,17,75,926 to 11,70,40,767.During the year,upon exercise of the conversion option in respect of FCCB bonds having face value of US $ 115.85 million, 9,68,51,214 equity shares have been issued, which resulted into increase in paid up equity share capital by Rs.9.68 crores and securities premium account by Rs.627.01 crore.

10 Consequent to the applicability of the Companies Act, 2013 (the Act) with effect from 1st April, 2014,the Company has revised the useful life of tangible fixed assets,other than plant and machinery, as prescribed under Schedule-II to the Act and in case of plant and machinery, the useful life has been determined on the basis of external & internal technical evaluation for the purpose of providing depreciation on fixed assets. On account of this, depreciation for the year ended 31st March, 2015 is lower by Rs.55.96 crore. Further Rs.1.29 crore (net of deferred tax of Rs.0.67 crore) has been adjusted against the opening balance of retained earnings, representing the carrying amount of the fixed assets whose remaining useful life is nil as on 1st April 2014.

11 DISCLOSURES UNDER ACCOUNTING STANDARDS

Employee benefit plans

a) Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for 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.6.37 crore (Year ended 31st March, 2014 Rs.5.69 crore) for Provident Fund contributions and Rs.0.85 crore (Year ended 31st March, 2014 Rs.0.73 crore) for Superannuation 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 scheme..

b) Defined benefit plans

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

i. Gratuity (Funded through annual payment to Life Insurance Corporation of India)

ii. Compensated Absences (Unfunded)

12 As per Accounting Standards (AS) 17 "Segment Reporting", segment information has been provided in the Notes to Consolidated

Financial Statements.

Related Party Transactions:

a Names of related parties and description of relationship :

Sr. Nature of Name of Related Parties No. Relationship

1 Associate Zillion Infra Projects Pvt.Ltd.

2 Key Management Shri Rahul A. Patel, Managing Personnel Director (Group)

Shri Amit D. Patel, Managing Director (Group)

Shri S.B.Dangayach, Managing Director

3 Relatives of Shri Dinesh B. Patel (Chairman) Key Management Personnel Shri Arun P Patel (Vice-chairman)

4 Subsidiaries Sintex Holdings B.V

Bright Auto Plast Limited

Sintex Infra Projects Limited

Sintex Wausaukee Composites Inc.

Sintex France SAS

Sintex Industries UK Ltd.

Sintex Austria B.V

Southgate Business Corp.

Wasaukee Composites Inc.- Owosso, Inc.

WCI Wind Turbine Components, LLC.

Sintex NP SAS

NP Hungaria kft

NP Nord SAS

NP Slovakia SRO

NP Savoie SAS

NP Tunisia SARL

NP Vosges SAS

NP Morocco

NP Germany GMBH

Siroco SAS

SICMO SAS

AIP SAS

NP Jura

NP Sud SAS

NP Polska

Simonin SAS

Ressorest SARL

Capelec SAS

Simonin Maroc SARL

Capelem SARL

Cuba City Real Estate LLC

Owosso Real Estate LLC

5 Enterprises over Som Shiva (Impex) Ltd. which Key Managerial Prominent Plastics Ltd. Personnel are able to exercise BVM Finance Pvt Ltd. significant mfiuence/control Atik Land Developers Pvt. Ltd.

Healwell International Ltd. (Earlier known as Sintex International Ltd.)

13 Disclosure of Material Related Party Transactions during the year and Balance outstanding :

1) Purchase of goods/services include purchase from Sintex Infra Projects Ltd. Rs.52.33 crore (Previous Year Rs.2.16 crore). Balance payable for such goods / services as on 31st March 2015 Rs.10.18 crore (Previous Year Rs.0.96 crore)

2) Purchase of goods/services include purchase from (a) Som Shiva (Impex) Ltd. Rs.12.51 crore (Previous Year Rs.9.59 crore). Balance as on 31st March 2015 Rs.0.38 crore (Previous Year Rs.0.55 crore) and (b) Sintex International Ltd. Rs.0.47 crore (previous year Rs. Nil). Balance as on 31st March 2015 Rs. Nil (Previous year Rs.14.13 crore)

3) Sale of goods/services include sale to (i) Sintex Infra Projects Ltd. Rs.6.82 crore (Previous Year Rs.0.92 crore) Balance as on 31st March 2015 Rs.2.73 crore (Previous Year Rs.0.32 crore), (ii) Bright Auto Plast Ltd Rs.0.59 crore (Previous Year Rs.0.35 crore) Balance as on 31st March 2015 Rs.0.14 crore (Previous Year Rs.0.15 crore), (iii) Zep Infratech Ltd Rs. Nil (Previous Year Rs.0.04 crore) Balance as on 31st March 2015 Rs. Nil (Previous Year Rs.0.04 crore),(iv) Sintex Wausaukee Composites Inc Rs.3.60 crore (Previous Year Rs. Nil) Balance as on 31st March 2015 Rs. Nil (Previous Year Rs. Nil), (v) Som Shiva (Impex) Ltd. Rs.0.55 crore (Previous Year Rs.0.10 crore) Balance as on 31st March 2015 Rs.0.17 crore (Previous Year Rs.1.58 crore) and (vi) Sintex International Ltd Rs.0.00* crore (Previous Year Rs.0.01 crore) Balance as on 31st March 2015 Rs. Nil (Previous Year Rs.0.47 crore)

4) Interest Income mainly include interest from Zep Infratech Ltd Rs. Nil crore (Previous Year Rs.5.48 crore), Sintex Infra Projects Ltd Rs.24.14 crore (Previous Year Rs.16.47 crore), Bright Auto Plast Ltd. Rs.10.03 crore(Previous Year Rs.4.71 crore) and Atik Land Developers Pvt Ltd. Rs.4.50 crore (Previous Year Rs.26.29 crore)

5) Rent Expense include payment to Prominent Plastic Ltd Rs. Nil (Previous Year Rs.0.42 crore) and Zep Infratech Ltd Rs. Nil (Previous Year Rs.0.24 crore). The Net Balance outstanding receivable / payable to Prominent was Rs. Nil (Previous Year Rs. Nil) and net receivable / payable from Zep Infratech Ltd. was Rs. Nil (Previous Year Rs. Nil) as on 31st March 2015.

6) Managerial Remuneration include remuneration to Shri Rahul A. Patel Rs.6.61 crore (Previous Year Rs.4.53 crore), Shri Amit D. Patel Rs.6.70 crore (Previous Year Rs.4.58 crore), Shri S B Dangayach Rs.1.86 crore (Previous Year Rs.1.86 crore).

7) Sitting fees paid includes to Shri Dinesh B. Patel Rs.0.04 crore (Previous Year Rs.0.00* crore), Shri Arun P Patel Rs.0.04 crore (Previous Year Rs.0.00* crore).

8) Sale of Investment include divestment of Zep Infratech Ltd. Rs. Nil (Previous Year Rs.111 crore).

9) Long Term Loans and Advance include amount paid to Sintex Infra Project Limited Rs.52.31 crore (Previous Year Loan of Rs.290.57 crore) and Bright Auto Plast Ltd. Rs.14.20 crore (Previous Year Rs.19.35 crore).

10) Loan returned during the year by Sintex Infra Projects Ltd. Rs.177.23 crore (Previous Year Rs.6.45 crore) and by Bright Auto Plast Ltd. Rs.2.50 crore (Previous Year Rs.9.96 crore). The Loan Balance outstanding for Sintex Infra Projects Ltd. was Rs.309.81 crore (Previous year Rs.373.59 crore) and Bright Auto Plast Ltd. was Rs.112.06 crore (Previous Year Rs.100.36 crore) as on 31st March 2015.

* Figures represents by * are less than Rs.50,000/-

14 ESOP

(i) The Company initiated "the Sintex Industries Limited Employee Stock Option Scheme, 2006" (the "Scheme") for all eligible employees in pursuance of the special resolution approved by the Shareholders in the Extraordinary General Meeting held on 24 th February, 2006. The Scheme covers all directors and employees (except promoters or those belong to the promoters'' group) of the Company and directors and employees of all its subsidiaries. Under the Scheme, the Compensation Committee of the Board (the "Committee") administers the Scheme and grants stock options to eligible directors or employees of the Company and its subsidiaries. The Committee determines the employees eligible for receiving the options and the number of options to be granted subject to overall limit of 10,000 options per annum for each employee. The vesting period is at the expiry of thirty six months from the date of the grant of option. The Committee decided the exercise price of Rs.91.70 per equity share of Rs.2 each as per clause 8.1 of SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

(ii) The Company gave loan to Sintex Employees Welfare Trust ("ESOP Trust") towards subscribing 10,00,000 equity shares of the Company at Rs.91.70 per equity share of Rs.2 each aggregating to Rs.9.17 crore. On 21st August, 2006, the Company issued 10,00,000 equity shares of the face value of Rs.2 each to ESOP Trust at Rs.91.70 per equity share.

(iii) On 27th October, 2010, each equity share of Rs.2 each has been sub-divided into two equity shares of Rs.1 each. Hence, ESOP Trust holds 20,00,000 equity shares of the face value of Rs.1 each at Rs.45.85 per equity share.

(iv) During the year, no options were granted by the Company to the employees.

The Members of the Company in their meeting held on September 17, 2012 have approved the extension of exercise period of the Scheme from 2 years to 4 year.

15 The previous year figures have been regrouped / re-classified to conform to the current year''s classification.


Mar 31, 2014

1 CORPORATE INFORMATION

Sintex Industries Limited , the fagship company of Sintex group is a public company domiciled in India and incorporated in 1931 under the provisions of the Companies Act, 1956. It is headquartered in Kalol in Gujarat. Its shares are listed on NSE and BSE in India. The Company is one of the leading providers of plastics and niche structured yarn dyed textiles related products in India. Initially the Company started its operations in textile and diversified in plastic business in mid 70s. The plastic division manufacturers products which includes prefabricated structures, monolithic constructions, FRP products and water storage tanks.

2 2013-14 2012-13 Particulars (Rs. in crores) (Rs. in Crores)

2.1 Contingent liabilities in respect of :-

a) Amount of claims of certain retrenched employees NIL Amount not for re-instatement with back wages ascertained

b) Corporate guarantees given to Financial Institution/Bank on Behalf of a Subsidiary 5.00 16.56

c) Disputed demand not acknowledged as debt against which the Company has preferred appeal

- Income tax * 5.94 13.64

- Sales Tax/VAT 2.72 2.62

- Service Tax * 4.04 2.28

Amount deposited with the Authority for the above Service Tax Demand Rs.4.04 Crore (Previous Year - Rs.2.28 Crore)

* The amount deposited with the authority in respect of above income tax and service tax demands are Rs.5.94 crore (previous year Rs.13.64 crore) and Rs.4.04 crores (previous year Rs.2.28 crore), respectively. The dispute of service tax relates to CENVAT eligibility on taxes paid for procurement of services

3 Estimated amount (net of advances) of contracts remaining to be

executed on capital accounts and not provided for 1,589.01 10.00

4 A Scheme of Arrangement (the "Scheme") between the Company and its equity Shareholders was approved by the Board of Directors vide its resolution dated 30th June, 2008, by the Shareholders in their Court convened meeting held on 15th September, 2008 and by the Honourable High Court of Gujarat vide its order dated 25th March, 2009. The Appointed Date of the Scheme was 1st April, 2008. The Company fled the Order with the Registrar of Companies, Gujarat on 14th April, 2009 within the time specified in the order and the Scheme had been given effect in the financial statement for the financial year ended on 31st March, 2010. Accordingly, as per the Scheme, from the said date, the Company earmarked Rs.200 crore from Securities Premium Reserve to International Business Development Reserve Account (the "IBDR").

As per the Scheme, the balance of IBDR so earmarked is available towards such expenses as specified under the Scheme. Accordingly, during the year, the Company has adjusted against the earmarked balance of IBDR an amount of Rs.0.80 crore (previous year Rs.5.16 crore) being such specified expenses as per the Scheme. The said accounting treatment has been followed as prescribed under the Scheme and it has no significant impact on the Profit for the year, as per the Scheme.

5 On 26th March 2014, the company has sold / transferred investment (carrying amount Rs.111 crore) in equity shares of Zep Infratech Limited, a wholly owned subsidiary, and unsecured loan of Rs.69.92 crore to the said subsidiary, for a consideration of Rs.183 crore to Khadayata Décor Limited (Khadayata) out of which Rs.182.95 crore is received in form of 3,659 4% Secured Debentures of Rs..500,000 each issued by Khadayata. The said debentures are redeemable on 25th March 2018 at a premium of 140%.

6 On 28th November, 2012, the Company issued 7.50 per cent Step Down Convertible Bonds (with an average yield to maturity 5.25%) aggregating to US $ 140 million (Rs.779.90 crore as on 31st March, 2014) to repurchase or repay the outstanding principal and premium on redemption on the 2008 FCCBs, in accordance with applicable Indian laws and regulations.

As per the terms & conditions of the Offering Circular dated 16th November, 2012, the bondholders have an option to convert these bonds into Equity Shares determined at an initial conversion price of Rs.75.60 per equity share with a fixed rate of exchange on conversion of Rs.54.959 per US $ 1.00, at any time on or after 8th January, 2013 up to the close of business on 19th November, 2017.

The Bonds may be redeemed, in whole but not in part, at the option of the Company at any time on or after 28th May, 2015 and on or prior to 23rd October, 2017 subject to satisfaction of certain conditions. Unless previously converted, redeemed or purchased and cancelled, the bonds fall due for redemption on 29th November, 2017 at 100 per cent of their principal amount together with accrued interest , if any, calculated in accordance with the terms & conditions. Up to 31st March, 2014, none of the Bonds have been converted into equity shares.

B) Investment by the loanee in the shares of the Company

None of the loanees and loanees of subsidiary companies have, per se, made investments in shares of the Company.

7. Employee benefit plans

8. a Defend contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defend contribution plans for 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.5.69 Crores (Year ended 31st March, 2013 Rs.5.40 crores) for Provident Fund contributions and Rs.0.73 Crores(Year ended 31st March, 2013 Rs.0.94 Crore) for Superannuation 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 scheme.

8 .b Defend benefit plans

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

i. Gratuity (Funded through annual payment to Life Insurance Corporation of India)

ii. Compensated Absences (Unfunded)

9. As per Accounting Standards (AS) 17 "Segment Reporting", segment information has been provided in the Notes to Consolidated Financial Statements.

10. c Disclosure of Material Related Party Transactions during the year and Balance outstanding :

1) Purchase of goods/services include purchase from Sintex Infra Projects Ltd. Rs.2.16 crore (Previous Year Rs. Nil). Balance payable for such goods / services as on 31st March 2014 Rs.0.96 Crore (Previous Year Rs.0.21 Crore)

2) Purchase of goods/services include purchase from (a) Som Shiva (Impex) Ltd. Rs.9.59 crore (Previous Year Rs. Nil). Balance as on 31st March 2014 Rs.0.55 Crore (Previous Year Rs.0.64 Crore) and (b) Sintex International Ltd. Rs. Nil (previous year Rs. Nil). Balance as on 31st March 2014 Rs.14.13 Crore (Previous year Rs.14.13 Crore)

3) Sale of goods/services include sale to (i) Sintex Infra Projects Ltd. Rs.0.92 Crore (Previous Year Rs.10 Crore) Balance as on 31st March 2014 Rs.0.32 Crore (Previous Year Rs.0.21 Crore), (ii) Bright Auto Plast Ltd Rs.0.35 Crore (Previous Year Rs. Nil). Balance as on 31st March 2014 Rs.0.15 Crore (Previous Year Rs.0.001 Crore), (iii) Zep Infratech Ltd Rs.0.04 Crore (Previous Year Rs. Nil). Balance as on 31st March 2014 Rs.0.04 Crore (Previous Year Rs. Nil), (iv) Som Shiva (Impex) Ltd. Rs.0.10 Crore (Previous Year Rs. Nil) Balance as on 31st March 2014 Rs.1.58 Crore (Previous Year Rs. Nil) and (v) Sintex International Ltd Rs.0.01 Crore (Previous Year Rs. Nil) Balance as on 31st March 2014 Rs.0.47 Crore (Previous Year Rs.0.59 Crore)

4) Interest Income mainly include Interest from Zep Infratech Ltd Rs.5.48 Crore (Previous Year Rs.2.50 Crore), Sintex Infra Projects Ltd Rs.16.47 Crore (Previous Year Rs. Nil), Bright Auto Plast Ltd. Rs.4.71 Crore (Previous Year Rs.4.34 Crore) and Atik Land Developers Pvt Ltd. Rs.26.29 Crore (Previous Year Rs. Nil)

5) Rent Expense include payment to Prominent Plastic Ltd Rs.0.42 Crore (Previous Year Rs.0.42 Crore) and Zep Infratech Ltd Rs.0.24 Crore (Previous Year Rs.0.24 Crore). The Net Balance outstanding receivable / payable to Prominent was Rs. Nil (Previous Year Rs. Nil) and net receivable / payable from Zep Infratech Ltd. was Rs. Nil (Previous Year Rs. Nil) as on 31st March 2014.

6) Managerial Remuneration include remuneration to Shri Dinesh B. Patel Rs. Nil (Previous Year Rs.1.97 crore), Shri Arun P. Patel Rs. Nil (Previous Year Rs.1.96 crore), Shri Rahul A. Patel Rs.4.53 crore (Previous Year Rs.2.56 crore), Shri Amit D. Patel Rs.4.58 crore (Previous Year Rs.2.56 crore), Shri S B Dangayach Rs.1.86 crore (Previous Year Rs.1.86 crore).

7) Sale of Investment include divestment of Zep Infratech Ltd. Rs.111 Crore (Previous Year Rs. Nil). (Refer Note 29.4)

8) Long Term Loans and Advance include amount paid to Sintex Infra Project Limited Rs.290.57 Crore which includes capital advance of Rs.115 Crore (Previous Year Loan of Rs.89.89 Crore) and Bright Auto Plast Ltd. Rs.19.35 Crore (Previous Year Rs. Nil)

9) Loan returned during the year by Sintex Infra Projects Ltd. Rs.6.45 Crore (Previous Year Rs.19.50) Crore and by Bright Auto Plast Ltd. Rs.9.96 Crore (Previous Year Rs.0.40 Crore). The Loan Balance outstanding for Sintex Infra Projects Ltd. was Rs.373.59 crore (Previous year Rs.89.46 Crore) and Bright Auto Plast Ltd. was Rs.100.36 Crore (Previous Year Rs.90.97 Crore) as on 31st March 2014. Loan amounting to Rs.69.92 (Previous Year Rs.43.83 Crore) of Zep Infratech Ltd. adjusted against the sale consideration in the form of Secured Debenture.

i) The Company initiated "the Sintex Industries Limited Employee Stock Option Scheme, 2006" (the "Scheme") for all eligible employees in pursuance of the special resolution approved by the Shareholders in the Extraordinary General Meeting held on 24th February 2006. The Scheme covers all directors and employees (except promoters or those belong to the promoters'' group) of the Company and directors and employees of all its subsidiaries. Under the Scheme, the Compensation Committee of the Board (the "Committee") administers the Scheme and grants stock options to eligible directors or employees of the Company and its subsidiaries. The Committee determines the employees eligible for receiving the options and the number of options to be granted subject to overall limit of 10,000 options per annum for each employee. The vesting period is at the expiry of thirty six months from the date of the grant of option. The Committee decided the exercise price of Rs.91,70 per equity share of Rs.2 each as per clause

10 of SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

ii) The Company gave loan to Sintex Employees Welfare Trust ("ESOP Trust") towards subscribing 10,00,000 equity shares of the Company at Rs.91.70 per equity share of Rs.2 each aggregating to Rs.9.17 crore. On 21st August, 2006, the Company issued 10,00,000 equity shares of the face value of Rs.2 each to ESOP Trust at Rs.91.70 per equity share.

iii) On 27th October, 2010, each equity share of Rs.2 each has been sub-divided into two equity shares of Rs.1 each. Hence, ESOP Trust holds 20,00,000 equity shares of the face value of Rs.1 each at Rs.45.85 per equity share,

iv) During the year, the Company granted Nil equity share(previous year Nil equity share) options to eligible employees at Rs.45.85 per equity share of Rs.1 each.

The Members of the Company in their meeting held on September 17, 2012 have approved the extension of exercise period of the Scheme from 2 years to 4 years.

11 The previous year figures have been regrouped / re-classified to conform to the current year''s classification.


Mar 31, 2013

1. CORPORATE INFORMATION

Sintex Industries Limited, the flagship company of Sintex group is a public company domiciled in India and incorporated in 1931 under the provisions of the Companies Act, 1956. It is headquartered in Kalol in Gujarat. Its shares are listed on NSE, BSE & ASE in India. The Company is one of the leading providers of plastics and niche structured yarn dyed textiles related products in India. Initially the Company started its operations in textile and diversified in plastic business in mid 70s. The plastic division manufactures products which includes prefabricated structures, monolithic constructions, FRP products and water storage tanks.

2.1 The Board of Directors of the Company, at their meeting held on 11th October, 2012 and as approved by the Members at their meeting held on 9th November, 2012, have resolved to create, offer, issue and allot up to 3,00,00,000 warrants, convertible into one equity shares at a price of Rs. 1/- each on a preferential allotment basis,pursuant to Section 81(1A) of the Companies Act, 1956, at a conversion price of Rs. 69.01/- per equity share, arrived at in accordance with the SEBI Guidelines in this regard. Subsequently these warrants were allotted on 22nd November, 2012 to the promoter group companies and the 25% application money was received from them. The warrants may be converted into equivalent number of equity shares on payment of the balance amount at any time on or before 21st May, 2014. In the event the warrants are not converted into shares within the said period, the Company is eligible to forfeit the amounts received towards the warrants.

On 24th December, 2012, upon exercise of the option in respect of 1,36,00,000 warrants, equivalent number of Equity Shares have been issued, which resulted into increase in Equity Share Capital by Rs. 1.36 crore and Security Premium Account by Rs. 92.49 crore.

(Rs. in crores)

2012-13 2011-12

2.2 Contingent liabilities in respect of :-

a) Amount of claims of certain retrenched employees Amount not Amount not for re-instatement with back wages ascertained ascertained

b) Corporate guarantees given to Banks/Institutions 16.56 30.48

c) Performance guarantees given to customers by bankers 71.80 32.63

d) Letter of Credit Facilities provided by banks 56.69 -

e) Disputed demand not acknowledged as debt against which the Company has preferred appeal

- Income tax 13.64 12.97

- Sales Tax/VAT 2.62 2.35

- Service Tax 2.28 2.28

2.3 Estimated amount (net of advances) of contracts remaining to be executed on capital accounts and not provided for 10.00 8.28

2.4 A Scheme of Arrangement (the "Scheme") between the Company and its equity Shareholders was approved by the Board of Directors vide its resolution dated 30th June, 2008, by the Shareholders in their Court convened meeting held on 15th September, 2008 and by the Honourable High Court of Gujarat vide its order dated 25th March, 2009. The Appointed Date of the Scheme was 1st April, 2008. The Company filed the Order with the Registrar of Companies, Gujarat on 14th April, 2009 within the time specified in the order and the Scheme had been given effect in the financial statement for the financial year ended on 31st March, 2010. Accordingly, as per the Scheme, from the said date, the Company earmarked Rs. 200 crore from Securities Premium Account to International Business Development Reserve Account (the "IBDR").

As per the Scheme, the balance of IBDR so earmarked is available towards such expenses as specified under the Scheme. Accordingly, during the year, the Company has adjusted against the earmarked balance of IBDR an amount of Rs. 5.16 crore (previous year Rs. 4.42 crore) being such specified expenses as per the Scheme. The said accounting treatment has been followed as prescribed under the Scheme and it has no impact on the profit for the year, as per the Scheme.

2.5 In March, 2008, the Company issued 2250 number of Zero Coupon Foreign Currency Convertible Bonds ("FCCBs") each of face value of US$ 1,00,000. If not converted into equity share at an agreed price of Rs. 290.00 per equity share (reset to Rs. 246.50 on March 12, 2010) till 13th March, 2013, i.e. the date of maturity of the FCCBs, the same were to be redeemed at 129.28% of the face value.

As per the Guidelines/ Approvals of the Reserve Bank of India, during the year, the Company has prepaid and canceled before the maturity date, 574 FCCBs at a discount of Rs.21.27 crores. The balance 1676 FCCBs have been redeemed on the maturity date as per the agreed terms.

2.6 On 28th November, 2012, the Company issued 7.50 per cent Step Down Convertible Bonds (with an average yield to maturity 5.25%) aggregating to US $ 140 million (Rs. 761.45 crore as on March 31, 2013) to repurchase or repay the outstanding principal and premium on redemption on the 2008 FCCBs, in accordance with applicable Indian laws and regulations.

As per the terms & conditions of the Offering Circular dated 16th November, 2012, the bondholders have an option to convert these bonds into Equity Shares determined at an initial conversion price of Rs. 75.60 per equity share with a fixed rate of exchange on conversion of Rs. 54.959 per US $ 1.00, at any time on or after 8th January, 2013 up to the close of business on 19th November, 2017.

The Bonds may be redeemed, in whole but not in part, at the option of the Company at any time on or after 28th May, 2015 and on or prior to 23rd October, 2017 subject to satisfaction of certain conditions. Unless previously converted, redeemed or purchased and cancelled, the bonds fall due for redemption on 29th November, 2017 at 100 per cent of their principal amount together with accrued interest, if any, calculated in accordance with the terms & conditions. Up to March 31, 2013, none of the Bonds have been converted into equity shares.

The proceeds of US$ 140 million have been utilised for the prepayment and part redemption of US$ 225 Million FCCBs.

2.7 The Company has opted for the option given in the paragraph 46A of Accounting Standard -11 "The Effects of Changes in Foreign Exchange Rates" inserted by the Notification dated 29th December, 2011 issued by the Ministry of Corporate Affairs and accordingly the Foreign Exchange Loss /(Gain) incurred on Long Term Foreign Currency Monetary Items is amortized over the balance period of such Long Term Foreign Currency Monetary Items. The unamortised balance is carried in the Balance Sheet as "Foreign currency monetary item translation difference account" net of tax effect thereon. Pursuant to such adoption of the option, total amortization of the Foreign Exchange Gain on Long Term Foreign Currency Monetary Items is higher by Rs. 7.01 crores and Profit for the year is lower by the said amount for the year ended on March 31, 2013 and total amortization of the Foreign Exchange Loss incurred on Long Term Foreign Currency Monetary Item was lower by Rs. 44.21 crores and profit for the year was higher by the said amount for the year ended on March 31, 2012.

2.8 Pursuant to the resolution passed at the Annual General Meeting held on 17th September, 2012, the Company has raised Rs. 174.76 crores by issuing 2,65,19,114 Equity Shares of Rs. 1/- each to Qualified Institutional Buyers at a premium of Rs. 64.90 per Equity Share, which resulted into increase in Equity Share Capital by Rs. 2.65 crore and Security Premium Account by Rs. 172.11 crore.

The proceeds of Rs. 174.76 crore have been utilised for the part redemption of US$ 225 Million FCCBs.

3. DISCLOSURES UNDER ACCOUNTING STANDARDS

3.1 Employee benefit plans

3.1. a Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for 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. 5.40 Crores (Year ended 31 March, 2012 Rs. 5.05 crores) for Provident Fund contributions and Rs. 0.94 Crores (Year ended 31 March, 2012 Rs. 0.81 Crore) for Superannuation 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 scheme.

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 As per Accounting Standards (AS) 17 "Segment Reporting", segment information has been provided in the Notes to Consolidated Financial Statements.

3.3. c Disclosure of Material Related Party Transactions during the year:

1) Sale of goods/services include sale to Sintex Infra Projects Ltd. Rs. 10.00 crore (Previous Year Rs. 5.05 crore).

2) Sale of fixed assets to Sintex Infra Projects Ltd. Rs. Nil (Previous Year Rs. 249.59 crore).

4) Managerial Remuneration include remuneration to Shri Dinesh B. Patel Rs. 1.97 crore (Previous Year Rs. 2.85 crore), Shri Arun P. Patel Rs. 1.96 crore (Previous Year Rs. 2.82 crore), Shri Rahul A. Patel Rs. 2.56 crore (Previous Year Rs. 2.57 crore), Shri Amit D. Patel Rs. 2.56 crore (Previous Year Rs. 2.56 crore), Shri S B Dangayach Rs. 1.86 crore (Previous Year Rs. 1.86 crore).

5) Unsecured Loan/Advance Given include to Zep Infratech Ltd. Rs. 37.78 crore (Previous Year Rs. Nil), Bright AutoPlast Ltd. Rs. 7.39 crore (Previous Year Rs. 25.76 crore), Sintex Infra Rs. 89.89 crore (Previous Year Rs.9.22 crore). Loan returned during the year from Zep Infratech Projects Ltd. Limited Rs. 15.83 crore (Previous Year Rs. 1.11 crore), Bright AutoPlast Ltd. Rs. 0.40 crore (Previous Year Rs. 16.03 crore) Sintex Infra Projects Ltd. Rs. 19.50 crore (Previous Year Rs. Nil crore).

6) Investment in Equity Share Capital include in Sintex Infra Projects Ltd. Rs. 100 crore (Previous Year Rs. Nil)

7) Dividend received include from Zep Infratech Limited Rs. Nil (Previous Year Rs. 0.65 crore).

4. ESOP

i) The Company initiated "the Sintex Industries Limited Employee Stock Option Scheme, 2006" (the "Scheme") for all eligible employees in pursuance of the special resolution approved by the Shareholders in the Extraordinary General Meeting held on 24th February, 2006. The Scheme covers all directors and employees (except promoters or those belong to the promoters'' group) of the Company and directors and employees of all its subsidiaries. Under the Scheme, the Compensation Committee of the Board (the "Committee") administers the Scheme and grants stock options to eligible directors or employees of the Company and its subsidiaries. The Committee determines the employees eligible for receiving the options and the number of options to be granted subject to overall limit of 10,000 options per annum for each employee. The vesting period is at the expiry of thirty six months from the date of the grant of option. The Committee decided the exercise price of Rs. 91.70 per equity share of Rs. 2/- each as per clause 8.1 of SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

ii) The Company gave loan to Sintex Employees Welfare Trust ("ESOP Trust") towards subscribing 10,00,000 equity shares of the Company at Rs. 91.70 per equity share of Rs. 2/- each aggregating to Rs. 9.17 crore. On 21st August, 2006, the Company issued 10,00,000 equity shares of the face value of Rs. 2/- each to ESOP Trust at Rs. 91.70 per equity share.

iii) On 27th October, 2010, each equity share of Rs. 2/- each has been sub-divided into two equity shares of Rs. 1/- each. Hence, ESOP Trust holds 20,00,000 equity shares of the face value of Rs. 1/- each at Rs. 45.85 per equity share.

iv) During the year, the Company granted Nil equity share (previous year Nil equity share) options to eligible employees at Rs.45.85 per equity share of Rs. 1/- each.

The Members of the Company in their meeting held on September 17, 2012 have approved the extension of exercise period of the Scheme from 2 years to 4 years.

5. The previous year figures have been regrouped / re-classified to conform to the current year''s classification.


Mar 31, 2012

1. CORPORATE INFORMATION

Sintex Industries Limited , the flagship company of Sintex group is a public company domiciled in India and incorporated in 1931 under the provisions of the Companies Act, 1956. It is headquartered in Kalol in Gujarat. Its shares are listed on NSE, BSE & ASE in India. The Company is one of the leading providers of plastics and niche structured yarn dyed textiles related products in India. Initially the Company started its operations in textile and diversified in plastic business in mid 70s. The plastic division manufacturers products which includes prefabricated structures, monolithic constructions, FRP products and water storage tanks. i) Terms/ Rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 1/- per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of Shareholders in the ensuing AGM.

Notes:

i) 2,500 (Previous year 2,500) 11.5% Secured Redeemable Non Convertible debentures of Rs. 10,00,000/- each, issued to Life Insurance Corporation of India are redeemable at par in three equal annual installments starting from February 18, 2016. The Debentures are secured by first mortgage charge on all the movable & immovable assets, both present & future, of the Company on rank pari passu basis.

ii) 3,500 (Previous year 3,500) - 9.00% Secured Redeemable Non Convertible Debentures of Rs. 10,00,000/- each, issued to Life Insurance Corporation of India are redeemable at par in two tranches - 1,500 Debentures (Rs. 150 crore) on June 1, 2015 and 2000 Debentures (Rs. 200 crore) on June 24, 2015. The Debentures are secured by way of first mortgage charge on all the movable & immovable assets, both present & future, of the Company on rank pari passu basis.

iii) Term Loans from the banks viz. State Bank of India, Bank of Baroda, IDBI Bank Limited and Syndicate Bank are secured by equitable mortgage/hypothecation on all the immoveable and moveable properties of the Company,both present and future except on specified current assets and book debts on which prior charge created in favour of the Banks for working capital facilities.

iv) Terms of repayments of term loans having interest upto 13% are given below:

a) Loan taken from State Bank of India is repayable in 20 quarterly installment of Rs. 6.25 crores each.

b) TUFs Loan taken from State Bank of India is repayable in 32 quarterly installment of Rs.4.69 crores each.

c) Loan taken from State Bank of India is repayable in annual installments of Rs. 16.25 crores each from March 31, 2013 to March 31, 2016 and Rs. 130 crores each on March 31, 2017 and March 31, 2018.

d) TUFs loan taken from Bank of Baroda is repayable in 32 quarterly installment of Rs. 1.50 crores each.

e) Loan taken from Bank of Baroda is repayable in 20 quarterly installments of Rs. 2.50 crores each.

f) TUFs Loan taken from IDBI Bank Ltd. is repayable in 32 quarterly installments of Rs. 2.34 crores each.

g) Loan taken from Syndicate Bank is repayable in 24 quarterly installments of Rs. 2.75 crores each.

Notes:

i) Balances with banks include deposits amounting to Rs. 55.32 crore (As at 31st March 2011 Rs. 47.72 crore) which have an original maturity of more than 12 months.

ii) Out of total deposits, Rs. 506.39 crore (previous year Rs. 505.26 crore) unutilised amount of FCCB issue.

iii) Balance with banks includes deposits of Rs. 164.95 crore (previous year Rs. 142.49 crore) under lien to banks.

Note:

Considering the sudden devaluation of Indian Rupee against US Dollar as an exceptional situation, the Company has disclosed the effect of Net Foreign Exchange Loss / (Gain) on long term Foreign Currency Monetary Items as Exceptional Item in the Statement of Profit and Loss.

2. (Rs. in crores)

2011-12 2010-11

2.1 Contingent liabilities in respect of :-

a) Amount of claims of certain retrenched employees Amount not Amount not for re-instatement with back wages ascertained ascertained

b) Corporate guarantees given to Banks/ Institutions 30.48 44.62

c) Performance guarantees given to customers by bankers 32.63 16.41

d) Disputed demand not acknowledged as debt against which the Company has preferred appeal

- Income tax 12.97 12.97

- Sales Tax 2.35 2.35

- Service Tax 2.28 2.28

2.2 Estimated amount (net of advances) of contracts remaining to be executed on capital accounts and not provided for 8.28 -

2.3 A Scheme of Arrangement (the "Scheme") between the Company and its equity Shareholders was approved by the Board of Directors vide its resolution dated 30th June, 2008, by the Shareholders in their Court convened meeting held on 15th September, 2008 and by the Honourable High Court of Gujarat vide its order dated 25th March, 2009. The Appointed Date of the Scheme was 1st April, 2008. The Company filed the

Order with the Registrar of Companies, Gujarat on 14th April, 2009 within the time specified in the order and the Scheme had been given effect in the financial statement for the financial year ended on 31st March, 2010. Accordingly, as per the Scheme, from the said date, the Company earmarked Rs. 200 crore from Securities Premium Reserve to International Business Development Reserve Account (the "IBDR").

As per the Scheme, the balance of IBDR so earmarked is available towards such expenses as specified under the Scheme. Accordingly, during the year, the Company has adjusted against the earmarked balance of IBDR an amount of Rs. 4.42 crore (previous year Rs. 46.47 crore) being such specified expenses as per the Scheme. The said accounting treatment has been followed as prescribed under the Scheme and it has no impact on the profit for the year, as per the Scheme.

2.4 The Company issued Zero Coupon Foreign Currency Convertible Bonds ("FCCBs") aggregating to US$ 225 million on March 12, 2008 for financing foreign currency expenditure for expansion plans in existing businesses, investments in overseas joint ventures and/or wholly owned subsidiaries, international acquisitions and others.

As per the terms & conditions of the Offering Circular dated March 12, 2008, the Conversion Price of FCCBs is reset at Rs. 246.50 from Rs. 290.00 per equity share of Rs. 1 each on March 12, 2010.

Unutilised FCCB proceeds amounting to Rs. 506.39 crore (previous year Rs. 505.26 crore) have been invested in fixed deposits and Rs. 71.39 crore (previous year Rs. 1.85 crore) have been lying in Current Account with banks at the year end.

The outstanding FCCBs will be redeemed in March 2013.

2.5 During the year, the Company has opted for the option given in the paragraph 46A of Accounting Standard -11 "The Effects of Changes in Foreign Exchange Rates" inserted by the Notification dated 29th December, 2011 issued by the Ministry of Corporate Affairs and accordingly the Foreign Exchange Loss incurred on Long Term Foreign Currency Monetary Items is amortized over the balance period of such Long Term Foreign Currency Monetary Items. The unamortised balance is carried in the Balance Sheet as "Foreign currency monetary item translation difference account" net of tax effect thereon. Pursuant to such adoption of the option, total amortization of the Foreign Exchange Loss incurred on Long Term Foreign Currency Monetary Items is lower by Rs. 44.21 crores and Profit for the year is higher by the said amount.

On the basis of information and records available with the Company, there are no delays in payments to Micro and Small Enterprises as required to be disclosed under the MSM Act and the above mentioned disclosures are made under Note 9 "Trade Payables". The above information has been determined to the extent such parties have been identified by the Company on the basis of information supplied by the parties, which has been relied upon by the auditors.

Notes:

i) Loans & Advances shown above fall under the category of Loans and Advances in nature of loans where repayment will commence in three annual equal installment from the end of 3rd year.

ii) Rate of Interest for the loans and advances given to Zep Infratech Limited, Bright AutoPlast Limited and Sintex Infra Projects Ltd.has been decided on draw down but not less than prevailing bank rate

B) Investment by the loanee in the shares of the Company

None of the loanees and loanees of subsidiary companies have, per se, made investments in shares of the Company.

2.6 Foreign currency exposure not hedged by derivative instruments as at 31st March, 2012 amounting to Rs. 1,158.25 crore (previous year Rs. 1,012.22 crore).

3. DISCLOSURES UNDER ACCOUNTING STANDARDS

3.1 Employee benefit plans

a Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for 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. 5.05 crores (Year ended 31 March, 2011 Rs. 4.68 crores) for Provident Fund contributions and Rs. 0.81 crores(Year ended 31 March, 2011 Rs. 0.81 crore) for Superannuation 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 scheme.

b Defined benefit plans

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

i. Gratuity

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.

3.2 As per Accounting Standards (AS) 17 "Segment Reporting", segment information has been provided in the Notes to Consolidated Financial Statements.

3.3. c Disclosure of Material Related Party Transactions during the year:

1) Purchase of goods/services include services from Bright AutoPlast Ltd. Rs. Nil (Previous Year Rs. 12.14 crore)

2) Sale of goods/services include sale to Zep Infratech Limited Rs. Nil (Previous Year Rs. 0.31 crore), Sintex Infra Projects Ltd. Rs. 5.05 crore (Previous Year Rs. 20.05 crore)

3) Sale of fixed assets to Sintex Infra Projects Ltd. Rs. 249.59 crore (Previous Year Rs. Nil)

4) Managerial Remuneration include remuneration to Shri Dinesh B. Patel Rs. 2.85 crore (Previous Year Rs. 2.76 crore), Shri Arun P. Patel Rs. 2.82 crore (Previous Year Rs. 2.75 crore), Shri Rahul A. Patel Rs. 2.57 crore (Previous Year Rs. 2.53 crore), Shri Amit D. Patel Rs. 2.56 crore (Previous Year Rs. 2.54 crore), Shri S B Dangayach Rs. 1.86 crore( Previous Year Rs. 1.78 crore).

5) Unsecured Loan/Advance Given include to Zep Infratech Ltd. Rs. Nil (Previous Year Rs. 12.25), Bright AutoPlast Ltd. Rs. 25.76 crore (Previous Year Rs. 14.07 crore), Sintex Infra Projects Ltd. Rs. 9.22 crore (Previous Year Rs. 17.88 crore). Loan returned during the year from Zep Infratech Limited Rs. 1.11 crore (Previous Year Rs. 8.00 crore), Bright AutoPlast Ltd. Rs. 16.14 crore (Previous Year Rs. 5.22 crore) Sintex Infra Projects Ltd. Rs. Nil (Previous Year Rs. 9.50 crore)

6) Dividend received include from Zep Infratech Limited Rs. 0.65 crore (Previous Year Rs. 0.65 crore).

Note: 4. ESOP

i) The Company initiated "the Sintex Industries Limited Employee Stock Option Scheme, 2006" (the "Scheme") for all eligible employees in pursuance of the special resolution approved by the Shareholders in the Extraordinary General Meeting held on 24th February, 2006. The Scheme covers all directors and employees (except promoters or those belong to the promoters' group) of the Company and directors and employees of all its subsidiaries. Under the Scheme, the Compensation Committee of the Board (the "Committee") administers the Scheme and grants stock options to eligible directors or employees of the Company and its subsidiaries. The Committee determines the employees eligible for receiving the options and the number of options to be granted subject to overall limit of 10,000 options per annum for each employee. The vesting period is at the expiry of thirty six months from the date of the grant of option. The Committee has decided the exercise price of Rs. 91.70 per equity share of Rs. 2 each as per clause 8.1 of SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

ii) The Company gave loan to Sintex Employees Welfare Trust (ESOP Trust) towards subscribing 10,00,000 equity shares of the Company at Rs. 91.70 per equity share of Rs. 2 each aggregating to Rs. 9.17 crore. On 21st August, 2006, the Company issued 10,00,000 equity shares of the face value of Rs. 2 each to ESOP Trust at Rs. 91.70 per equity share.

iii) On 27th October, 2010, each equity share of Rs. 2 each has been sub-divided into two equity shares of Rs. 1 each. Hence ESOP Trust holds 20,00,000 equity shares of the face value of Rs. 1 each at Rs. 45.85 per equity share.

Note: 5.

The Company prepares and presents its financial statements as per Schedule VI to the Companies Act, 1956, as applicable to it from time to time. In view of revision to the Schedule VI as per a notification issued during the year by the Central Government, the financial statements for the financial year ended 31st March, 2012 have been prepared as per the requirements of the Revised Schedule VI to the Companies Act, 1956. The previous year figures have been accordingly regrouped / re-classified to conform to the current year's classification.


Mar 31, 2010

1) The Scheme of Arrangement (the "Scheme") between the Company and its equity Shareholders was approved by the Board of Directors vide its resolution dated 30th June, 2008, by the Shareholders in their Court convened meeting held on 15th September, 2008 and by the Honourable High Court of Gujarat vide its order dated 25th March, 2009. The Appointed Date of Scheme was 1st April, 2008. The Company filed the Order with the Registrar of Companies, Gujarat on 14th April, 2009 within the time specified in the order and the Scheme had been given effect to in the previous years financial statements. Accordingly, as per the Scheme, from the said date, the Company earmarked Rs, 200 crore from Securities Premium Reserve to International Business Development Reserve Account (the "IBDR").

As per the Scheme, the balance of IBDR so earmarked is available towards such expenses as specified under the Scheme. Accordingly, during the year, the Company has adjusted against the earmarked balance of IBDR an amount of of Rs, 10.53 crore (previous year Rs, 130.73 crore) being such specified expenses as per the Scheme. The said accounting treatment has been followed as prescribed under the Scheme and it has no impact on the profit for the year, as per the Scheme.

2) The Company issued Zero Coupon Foreign Currency Convertible Bonds ("FCCBs") aggregating to USD 225 million on March 12, 2008 for financing foreign currency expenditure for expansion plans in existing businesses, investments in overseas joint ventures and/or wholly owned subsidiaries, international acquisitions and others.

As per the terms & conditions of the Offering Circular dated March 12, 2008, the Conversion Price of FCCBs is reset at Rs, 493.00 from Rs, 580.00 per equity share on March 12, 2010.

Unutilised FCCB proceeds amounting to Rs, 737.45 crore (previous year Rs, 805.62 crore) have been invested in fixed deposits and Rs, 7.63 crore (previous year Rs, 26.23 crore) have been lying in Current Account with banks at the year end.

3) The Company raised Rs, 589.50 crore (USD 150 million) by issuing 1,25,42,553 equity shares of Rs, 2 each to Qualified Institutional Buyers ("QIBs") at a premium of Rs, 468.00 per share in February, 2008.

4) ESOP

i) The Company initiated "the Sintex Industries Limited Employee Stock Option Scheme, 2006" (the "Scheme") for all eligible employees in pursuance of the special resolution approved by the Shareholders in the Extraordinary General Meeting held on 24th February, 2006. The Scheme covers all directors and employees (except promoters or those belong to the promoters group) of the Company and directors and employees of all its subsidiaries. Under the Scheme, the Compensation Committee of the Board (the "Committee") administers the Scheme and grants stock options to eligible directors or employees of the Company and its subsidiaries. The Committee determines the employees eligible for receiving the options and the number of options to be granted subject to overall limit of 10,000 options per annum for each employee. The vesting period is at the expiry of thirty six months from the date of the grant of option. The Committee has decided the exercise price of Rs, 91.70 per equity share as per clause 8.1 of SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

ii) The Company has given loan to Sintex Employees Welfare Trust ( ESOP Trust) towards subscribing 10,00,000 equity shares of the Company at Rs, 91.70 per equity share aggregating to Rs, 9.17 crore. On 21st August, 2006, the Company issued 10,00,000 equity shares of the face value of Rs, 2 each to ESOP Trust at Rs, 91.70 per equity share.

5) Employee Benefits

A) Defined Benefit Plans

i) Actuarial gains and losses in respect of defined benefit plans are recognised in the Profit & Loss Account.

ii) The Defined Benefit Plan comprises of Gratuity and Leave Encashment

Gratuity is a benefit to an employee based on 15 days last drawn basic salary including dearness allowance (if any) for each completed year of continuous service with part thereof in excess of six months. The plan is funded through Sintex Industries Limited Employees Gratuity Trust Fund.

Leave Encashment is a benefit to an employee based on the number of leave days accrued to the credit of employee subject to a maximum limit as per the rules of the Company. The same is calculated on the basis of last drawn basic monthly salary including dearness allowance (if any). The plan is unfunded.

a) The discount rate is based on the prevailing market yields of Indian Government securities as at the Balance Sheet date for the estimated terms of the obligations.

b) Expected Rate of Return of Plan Assets : This is based on the expectation of the average long term rate of return expected on investments of the fund during the estimated term of obligations.

c) Salary Escalation Rate : The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

vii The Company has Defined Benefit Plans for Gratuity to its employees, contribution for which are made to Life Insurance Corporation of India who invests the funds as per Insurance Regulatory and Development Authority Guidelines.

11) A) Loans and Advances in the nature of Loans given to Subsidiaries

Notes:

i) Loans & Advances shown above fall under the category of Loans and Advances in nature of loans where repayment will commence in three annual equal installment from the end of 3rd year.

ii) Rate of Interest for the loans and advances given to Zeppelin Mobile Systems India Limited and Bright AutoPlast Private Limited has been decided on draw down but not less than prevailing bank rate.

B) Investment by the loanee in the shares of the Company

None of the loanees and loanees of subsidiary companies have, per se, made investments in shares of the Company.

6) Foreign currency exposure not hedged by derivative instruments as at 31st March, 2010 amounting to Rs, 1027.19 crore (previous year Rs, 1160.14 crore).

7) Related Party Transactions: a) Names of related parties & description of relationship :

Sr. Nature of No. Relationship Name of Related Parties 1 Associate Companies BVM Finance Private Limited 2 Key Management Personnel Shri Dinesh B. Patel, Chairman Shri Arun P. Patel, Vice Chairman Shri Rahul A. Patel, Managing Director Shri Amit D. Patel, Managing Director Shri S. B. Dangayach, Managing Director

3 Subsidiaries Zeppelin Mobile Systems India Limited (Control exists) Sintex Holdings B.V. Bright AutoPlast Private Limited Sintex Infra Projects Limited Sintex Oil and Gas Pvt. Ltd. Sintex Holdings USA, Inc. Sintex France SAS Sintex Industries UK Ltd. Sintex Austria B.V. Amarange Inc. Wasaukee Composites Inc. Wasaukee Composites Inc.- Owosso, Inc. WCI Wind Turbine Components, LLC. Nief Plastic Holdings SAS Nief Plastic SAS NP Hungaria kft NP Nord SAS NP Slovakia SRO NP Savoie SAS NP Tunisia SARL NP Vosges SAS Segaplast SAS Segaplast Maroc SA Siroco SAS Thermodole SAS AIP SAS Cuba City Real Estate LLC Owosso Real Estate LLC SIMOP SAS SICMO SAS

8) As per Accounting Standards (AS) 17 "Segment Reporting", segment information has been provided in the Notes to Consolidated Financial STATEMENTS.

 
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