Notes to Accounts of SAL Automotive Ltd.

Mar 31, 2018

Disclosure on investment property

Residential plot is held for capital appreciation and the same is classified as investment property based on the nature,characteristics and risks . As at 31.03.18 historical cost of the plot is considered as fair value of the investment property.

Cash and cash equivalents comprise cash balances on hand, bank balance and term deposits with banks.

Deposits are with State Bank of India, which can be withdrawn by the Company at any point without prior notice or penalty on the principal.

Cash and cash equivalents as of 31st March, 2018 include restricted cash and bank balances of Rs.466.83 lakhs (2017 - Rs.199.94 lakhs). The restrictions are primarily on account of cash and bank balances held as margin money , deposits against guarantees , OD limit and unpaid / unclaimed dividends.

The Company has issued only one class of shares referred to as Equity Shares having a par value of Rs.10/-. Each Equity Shareholder is entitled to one vote per share.

The Board of Directors in their meeting held on 12th May, 2017 proposed a dividend of Rs 4.00 per equity share for the financial year ended on 31.03.2017. Dividend proposed by the Board of Directors was approved by the shareholders in their annual general meeting held on 11th August, 2017. Same has resulted in a cash outflow of Rs 115.43 Lakhs including corporate dividend tax.

Proposed Dividend : “The company declares and pay dividend in indian rupees. The Board of Directors in their meeting held on 11th May, 2018 proposed a dividend of Rs 4.50 per equity share for the financial year ended on 31.03.2018. Dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. Upon approval of the proposed dividend in the Annual General Meeting, same would result in a cash outflow of Rs 130.08 Lakhs including corporate dividend tax of Rs. 22.18 Lakhs.”

Equity Shares held by Holding Company on 31-03-2018 :

- Name of Holding Company b4S Solutions Pvt. Limited

- Shares Held 17,98,285 (75%)

Capital Grant represents the unappropriated portion of grant-in-aid received in kind, in 1997-98, from United Nations Office for Project Services for implementation of United Nations Development Programme Montreal Protocol for phasing out of CFC’s in the manufacture of cold cured PU Foam.

The unappropriated portion of grant-in-aid in previous year was as per terms and conditions of agreement between Government of India and UNDP dated 06.01.1997.

1.1 FINANCIAL INSTRUMENTS

(Refer Note 1.14)

Capital Management

Company’s capital management objectives are to :-

- ensure the company’s abilty to continue as a going concern

- provide an adequate return to the shareholders by pricing the products and services commensurately with the level of risk.

For the purposes of Company’s capital management, capital includes issued capital and all other equity reserves. Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of financial covenants.

Financial Risk Management Framework

Companies activities expose it to financial risks viz credit risks and liquidity risks

Credit Risk: -

- Credit Risk management

- Majority of the company’s receivables pertain to OEM’s. Based on the overall credit worthiness of receivables and looking into their past record, companies expect minimum risks with regard to its outstanding receivables. There is standard mechanism to periodically track the outstanding amounts and assess the same with regard to its realization and creates the provision against dues doubtful to realize. Company expects all the debtors to be realized in full except the provisions stated in the financials.

- Credit risk on cash and cash equivalents is limited as company generally invests in Fixed deposits with banks.

Liquidity Risk: -

- Liquidity Risk management

The company manages liquidity risk by maintaining adequate reserves, banking facilities and by continuously monitoring forecast and actual cash flows and by matching profiles of financial asstes and liabilities. Financial Liabilities include trade payables, capital purchases, unpaid / unclaimed dividends etc which are in the normal course of business having maturity of less than 1 year and non-interest bearing. Following is the tabulated summary of balance contractual maturity for its financial liabilities with agreed repayment periods based on the earliest date on which these are requires to pay.

The Company had a working capital of Rs. 1517.71 Lakhs including cash and cash equivalents of Rs.722.03 Lakhs as at 31 st March’2018

The Company had a working capital of Rs.1756.77 Lakhs including cash and cash equivalents of Rs.853.66 Lakhs as at 31st March’2017

Accordingly, company do not perceive any liquidity risks.

Financing arrangements

The company had access to the following undrawn borrowing facilities at the end of the reporting period:

1.2 CURRENT ASSETS / CURRENT LIABILITIES

Party’s accounts are subject to reconciliation and confirmation. However, in the opinion of the board, all current assets and loans and advances in the ordinary course of business, have a value on realisation at least equal to the amount at which they are stated in the financials.

1.3 SEGMENT REPORTING

Company’s principal business covers two primary business segments, viz. “Automobile Components” and “Agriculture Implements”. Segment revenue, segment results, segment assets and segment liabilities include the respective amounts identifiable to each of the segments and also include amount allocable on reasonable basis. Items which are not directly relatable to the identified segments are shown as unallocated. The disclosure requirements of Ind AS - 108 “Operating Segments”, issued by the Institute of Chartered Accountants of India are accordingly complied with.

1.4 GRANTS- IN -AID

Miscellaneous income under Other Income includes a sum of Rs.3.70 Lakhs (2017 - Rs.3.70 Lakhs) being the depreciation on Plant & Machinery received as Capital Grant-in-aid which is adjusted against the grant received.

1.5 PROVISION FOR DOUBTFUL DEBTS

Trade Receivables, includes debts aggregating to Rs. 88.66 Lakhs (2017 - Rs 87.65 lakhs), which management consider as doubtful for recovery. Adequate provisions for doubtful balances have been made in financial statements.

1.6 PRODUCT SALES & CONSUMPTION OF MATERIALS

Information with regard to Production, Sales & Stocks, as certified by the management.

Notes:

i) It is not feasible to furnish quantitative information of all the components in view of large number of items varied in size and nature.

ii) Quantities and values of all items in Analysis of Raw Materials consumed represent the issues from stores made during the year. The figure of others is a balancing figure, based on total consumption shown as above and includes adjustments for excess / shortage found on physical verification.

(b) Value of imported and indigenous Raw Materials & Components, Stores and Spares etc. Consumed & percentage of each to total consumption

The methods and types of assumptions used in preparing the sensitivity analysis didn’t change compared to previous period.

1.7 COMPENSATED ABSENCES (UNFUNDED)

The leave obligations cover the Company’s liability for sick and casual leaves. The Company does not have an unconditional right to defer settlement for the obligations shown as current provision balance above.

However, based on the past experience, the company does not expect all employees to take the full amount of accrued leave or require payments within the next 12 months, therefore, based on the independent actuarial report only a certain amount of provision has been presented as current and remaining as non-current. Amount of Rs. 37.25 Lakhs (2017 Rs. 46.08 lakhs) has been recognized in the statement of profit & loss.

1.8 DISCLOSURES UNDER MSMED ACT, 2006

Micro, Small & Medium Enterprises have been identified by the Company on the basis of information available. Total Outstanding dues of Micro & small enterprises, which are outstanding for more than stipulated period, are given below:-

1.9 LIABILITIES WRITTEN BACK

Trade Payables amounting to Rs 6.87 Lakhs being more than three years old which management considers not required to be paid has been written back during the year (2017 - Rs.4.85 Lakhs).

1.10 NEW PLANT SET UP

Company has started new manufacturing plant at Dharwad in the State of Karnataka for seat frames business. Plant has been commissioned and commenced commercial production on dated 24.01.2018. Out of total Initial Plant set up cost for the value of Rs. 52.26 lakhs, an amount of Rs.38.79 lakhs has been allocated over the PPE which are directly attributable to the items of PPE and the remaining amount of Rs.13.47 lakhs has been charged to the statement of profit and loss.

1.11 PREVIOUS YEAR FIGURES

Previous year figures certified/audited by a different firm of Chartered Accountants as per the requirement of first time adoption to Ind AS are considered accordingly. However, the figures have been regrouped / recasted wherever necessary so as to correspond with those of the current year.

1.12 FIRST TIME ADOPTION OF Ind-AS

This financial statement is the first financial statement that has been prepared in accordance with Ind AS together with the comparative period data as at and for the year ended 31st March, 2017, as described in the summary of significant accounting policies.

The transition to Ind AS has been carried out in accordance with Ind AS 101-’First time adoption of Indian Accounting Standards’ with 1 st April, 2016 as the transition date.

This note explains the exemptions availed by the company on first time adoption of Ind AS and the principal adjustments made by the Company in restating its Indian GAAP financial statements as at 1st April, 2016 and financial statements as at and for the year ended 31st March, 2017 in accordance with Ind AS 101.

First Time Ind-AS Adoption reconciliations

The effect of the company’s transition to Ind-AS is summarised in this note as follows:

(i) Reconciliation of Equity and Net Profit as previously reported under Indian GAAP to Ind-AS;

(a) Reconciliation of Total Equity

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Mar 31, 2017

1. Prior period adjustments includes income / expenses pertaining to earlier years amounting to Rs.3.62 lakhs (2016 - Rs.8.25 lakhs).

2. Goods In transit valuing Rs 70.10 lakhs (2016 - Rs.102.36 lakhs) are not declared as Operational revenue as the ownership has not been transferred to the customers, however, the same has been included in Sales tax return to arrive at the taxable sales as the movement of the goods starts after issuance of the invoice.

3. LIABILITIES WRITTEN BACK

Trade Payables amounting to Rs 4.85 lakhs which management consider as doubtful for payments has been written back during the year (2016 - Rs.9.73 Lakhs).

4. The Company has maintained the requisite details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016.

The details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016 pursuant to the requirement of Notification G.S.R 308(E) dated 30th March 2017 are given below. Further, the Company has complied with all relevant guidelines/notifications issued by Reserve Bank of India from time to time in respect of holding and dealing with Specified Bank Notes, and that the company had proper controls, system and procedures in place for such compliances.

5. Previous year figures have been regrouped / recast, wherever necessary, so as to correspond with those of the current year.

6. The above Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standard - 3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India.

7. Figures in bracket indicate the cash outgo.

8. . Previous year figures have been regrouped wherever found necessary.

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Mar 31, 2015

1. Deferred Tax Liabilities / (Assets)

Pursuant to Accounting Standard 22 - Accounting for taxes on income, the Company estimates deferred tax liability / (asset) using the applicable rate of taxation based on the impact of timing differences between financial statements and taxable income for the current year.

2. The Company is having Nil outstanding as on 31st March, 2015 (2014 - Nil) against Cash Credit limit from State Bank of Patiala, secured by pari-passu first charge over stocks in trade, stores, spares and book debts and additional charge over the fixed assets of the Company.

3. CONTINGENT LIABILITIES & COMMITMENTS

(Not provided for in Accounts as certified by the Management)

Contingent Liabilities

Particulars As at 31st March 2015 2014 (Rs. in Lacs) (Rs. in Lacs)

Claims against the Company, not acknowledged as debts.

i) Telephone & Telex (Disputed Amount) 1.47 1.47

ii) Employees / Workers dispute 8.00 8.00

iii) Excise / Service Tax / Sales Tax demand (pending in appeal) 10.12 124.55*

Counter guarantees to bank - 11.54

* includes Rs.99.04 lacs against demand order raised by Sales Tax Authorities on account of short submission of C Forms related to assessment of FY 2009-10. Against the said Order, the Company has filed an appeal before the Appellate Authority after depositing Rs.24.76 lacs being 25% of demand raised for considering all the balance C Forms available for re-assessment.

4. CURRENT ASSETS

Parties' accounts are subject to reconciliation and confirmation by them.

5. As the Company's principal business activity fall within a single primary business segment, viz. "Automobile Components", the disclosure requirements of Accounting Standard - 17 "Segment Reporting", issued by the Institute of Chartered Accountants of India are not applicable.

6. In accordance with Accounting Standard -18, the related party disclosures for the year ended 31st March, 2015 are as follows :

i) Holding Company Mahindra & Mahindra Limited

ii) Associate Company Swaraj Engines Limited*

iii) Fellow Subsidiary Mahindra Engineering Services Limited**

iv) Key Management Personnel Shri Arun Arora

7. Miscellaneous income under Other Income includes a sum of Rs.3.70 lacs (2014 - Rs.3.70 lacs) being the depreciation on Plant & Machinery received as Capital Grant in aid which is adjusted against the grant received.

8. Trade Receivables includes debts aggregating to Rs.37.09 lacs, which may be doubtful of recovery. Adequate provisions for doubtful balances have been made in financial statements. Out of provision for doubtful debts / security deposits made in earlier years, Rs.3.40 lacs (2014 - Rs.53.81 lacs) has been written off during the year.

9. Prior period adjustments includes income / expenses pertaining to earlier years amounting to Rs.3.27 lacs (2014 - Rs.0.93 lacs).

10. In compliance with the provisions of the Companies Act, 2013 ('the Act'), the Company has reworked the depreciation with reference to estimated economic useful life of Fixed Assets prescribed by Schedule II of the Act except for Dies and Vehicles (Motor Car), where lower useful life has been considered in line with the existing practice.

Due to revision in estimated economic useful life, the charge for depreciation is lower by Rs.1.82 lacs for the year ended 31st March 2015. Further, Rs.56.87 lacs (net of tax) has been adjusted to Surplus (Retained Earnings - opening balance as on 1st April, 2014), being the carrying value of assets having Nil revised remaining useful life as on 1st April, 2014. Tax impact on the same, Rs.27.31 lacs has been adjusted in the Deferred Tax Assets.

12. Previous year figures have been regrouped / recast, wherever necessary, so as to correspond with those of the current year.

Notes:

1. The above Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standard - 3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India.

2 Figures in bracket indicates the cash outgo.

3. Previous year figures have been regrouped wherever found necessary.