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Notes to Accounts of Symphony Ltd.

Mar 31, 2023

i) The Company has acquired 920,000 ordinary shares of Symphony AU Pty Limited (representing 5% of balance share capital) at a consideration of AUD 800,000 (H4.258 crore) from its erstwhile shareholder thereby making Symphony AU Pty Limited, Australia a wholly owned subsidiary (100% shareholding) of the Company w.e.f. October 01,2022. Accordingly, Climate Technologies Pty Limited, Australia has become a wholly owned first level step down subsidiary and Bonaire USA LLC, USA becomes a wholly owned second level step-down subsidiary of the Company.

ii) The Company has pledged tax free bonds worth H Nil (Previous year H100.32 crores) out of the above mentioned investments in favour of Standard Chartered Bank, India towards issuance of standby letter of credit upto H71.69 crores (Previous year H73.46 crores) as security in respect of working capital facility availed by Climate Technologies Pty. Limited, Australia (Wholly owned subsidiary of Symphony AU Pty. Limited, Australia) (Refer note no. 9 & 35).

iii) The Company has pledged 17,480,000 (Previous year 17,480,000) ordinary shares of Symphony AU Pty. Limited, Australia worth H97.47 crores (Previous year H97.47 crores) mentioned above in favour of Standard Chartered Bank, UK as collateral in respect to acquisition loan availed by Symphony AU Pty Limited, Australia as per terms of the amendment and restatement agreement with the Bank (Refer note no. 35).

iv) The Company has pledged units of mutual funds worth H21.14 crores (Previous year NCD of HDFC Ltd worth H20.99 crores) out of the above mentioned investments in favour of ICICI Bank as security in respect of working capital facility availed by the Company (Refer note no. 18).

v) The Company has pledged units of mutual funds worth H31.83 crores (Previous year H Nil) out of the above mentioned investments in favour of HDFC Bank as security in respect of working capital facility of H39 crores (Previous year H Nil) sanctioned by the bank.

i) The Company has pledged units of mutual funds worth H Nil (Previous year H10.78 crores) out of the above mentioned investments in favour of Standard Chartered Bank, India towards issuance of standby letter of credit upto H71.69 crores (Previous year H73.46 crores) as security in respect of working capital facility availed by Climate Technologies Pty. Limited, Australia (Wholly owned subsidiary of Symphony AU Pty. Limited, Australia) (Refer note no. 4 & 35).

ii) The Company has pledged units of mutual funds worth H63.69 crores (Previous year H61.17 crores) out of the above mentioned investments in favour of Standard Chartered Bank, UK as collateral in respect to acquisition loan availed by Symphony AU Pty Limited, Australia as per terms of the amendment and restatement agreement with the Bank (Refer note no. 35).

The Company has only one class of shares referred to as equity shares having a par value of H2/-, rank pari passu in all respects including voting rights and entitlement to dividend.

The Company declares and pays dividends in Indian rupees. The dividend proposed 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 the Company, the holders of equity shares will be entitled to receive assets of the Company remaining after settlement of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholder.

The 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 profit or loss.

This reserve represents the cumulative gains and losses arising on the revaluation of debt instruments measured at fair value through other comprehensive income that have been recognised in other comprehensive income, net of amounts reclassified to profit or loss when those assets have been disposed of or impairment losses on such instruments.

The Board of Directors have recommended a final dividend of HI/- (50%) per equity share of H2/- each amounting to H6.90 cr.(on post buy-back paid up share capital) for FY 22-23. The total dividend for FY 22-23 aggregates to H5/-(250%) per equity share of H2/- each amounting to H34.88 cr. which includes two interim dividends of H4/- (200%) per equity share paid during the year. The final dividend is subject to approval by shareholders at the ensuing Annual General Meeting of the Company.

The Board of Directors of the Company at its meeting held on February 08, 2023 and the shareholders by way of postal ballot on March 15, 2023 approved the buy back of the Company''s fully paid shares of the face value of H2/- each from its shareholder/beneficial owners of equity shares of the Company including promoter of the Company as on the record date i.e. March 29, 2023, on a proportionate basis through the "tender offer" route at a price of H2,000/- per share up to 10,00,000 equity shares being 1.43% of the total paid up equity share capital for an aggregate amount not exceeding H200 crores (excluding buyback tax and other incidental expenses). The company dispatched the Letter of Offer for the Buyback to the eligible shareholders on April 25, 2023. The Company has opened the buy back offer on May 03, 2023 and it will be closed on May 17, 2023.

The portion of profits not distributed among the shareholders are termed as retained earnings. The Company may utilise the retained earnings for making investments for future growth and expansion plans, for the purpose of generating higher returns for the shareholders or for any other specific purpose, as approved by the Board of Directors of the Company.

(i) H21.95 crores (previous year H40.41 crores) represents working capital loan availed in the form of Export Packing Credit and Post Shipment Credit-INR from ICICI Bank. The Company has pledged units of Mutual Funds of Kotak Nifty SDL worth H21.14 crores (Previous year HDFC Ltd NCD H20.99 crores) as security (Refer note no. 4).

The Company has not defaulted on any loans payable.

The Company has filed the quarterly stock details and other stipulated information with the bank which are in agreement with the books of accounts and there are no material discrepancies.

(33) Contingent Liabilities and Commitments (to the Extent not provided for)

(H in Crores)

(i)

Contingent Liabilities:

2022-23

2021-22

a)

Claims against the Company not acknowledged as debt.

0.05

0.07

b)

Demand on account of VAT / sales tax matters.

6.66

0.05

c)

Demand on account of Income Tax matters.

1.61

0.85

d)

Demand on account of central excise matters.

0.89

1.39

e)

Corporate Guarantee / Standby Letter of Credit given to banks for loan availed (Refer note no. 35)*.

202.25

208.15

211.46

210.51

In respect of the above matters the management is reasonably confident that no material liability will devolve on the company and hence not recognised in the books of account.

For all matters contingent liability includes the order passed by the concerned authority against the Company and pending in appeal either at appellate or other higher authority level. In GST matters, contingent liability shown above also includes liability as per notices/show cause notices received from GST department for matter related to interest on GST liability already discharged.

*This represents the amount of Corporate Guarantee / Standby Letter of Credit to the extent of outstanding balance of loans availed. The total Corporate Guarantee / Standby Letter of Credit given is H239.77 crores (Previous year H243.95 crores).

(H in Crores)

(ii)

Commitments :

2022-23

2021-22

a)

Estimated amount of Property, plant and equipment contracts remaining to be executed and not provided for.

0.68

0.27

b) Letter of Support issued to Guangdong Symphony Keruilai Air Coolers Co. Limited, China, wholly owned subsidiary, to provide financial support in order to allow it to meet its liabilities as they fall due and to carry on its business without significant curtailment of operations.

(34) Segment Reporting (a) Primary Segment :

As per recognition criteria mentioned in Ind AS - 108, Operating Segments, the Company has identified only one operating segment i.e. Air Cooling and Other Appliances Business. However substantial portion of Corporate Funds remained invested in various financial instruments. The Company has considered Corporate Funds as a separate segment so as to provide better understanding of performance of Air Cooling and Other Appliances Business.

Secondary Segment Capital Employed :

Property, plant & equipment used in the Company''s business and liabilities contracted have not been identified with any of the reportable segments, as the Property, plant & equipment and services are used interchangeably between segments. The Company believes that it is not practical to provide secondary segment disclosures relating to Capital employed.

37.1 : Leasing Arrangement

Effective from April 01, 2019, the Company adopted ''Ind AS 116 - Leases'' and applied the Standard to all lease contracts existing as on April 01,2019 using the modified retrospective method on the date of initial application i.e. April 01,2019.

The Company does not have any Non-cancellable lease.

37.4 : Lease Commitments for short-term leases

The Company has entered into Short term leases for clearing and forwarding agent premises at various location of India, tenure of which is less than a year. There are no obligations or commitments with reference to such short term leases as at reporting date as such leases are cancellable at the discretion of lessee i.e. the Company.

(38) Employee Benefits

(A) Defined contribution plans

The Company makes provident fund contribution which is defined contribution plan, for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of payroll costs to fund the benefits. The Company recognised H1.69 crores (Year ended March 31,2022 H 1.59 crores) for provident fund contributions in the Statement of Profit and Loss. The contribution payable to this plan by the Company is at rate specified in the rule of the scheme.

(B) Defined benefit plans

The defined benefit plan of the Company includes entitlement of gratuity for each year of service until the retirement age.

The plan typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities and other debt instruments.

Interest risk: A fall in the discount rate which is linked to the Government Securities. Rate will increase the

present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Longevity risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future

salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan''s liability.

Asset Liability The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines

Matching Risk: of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

The Present value of gratuity obligations is determined based on actuarial valuation using the projected unit credit

method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement

and measures each unit separately to build up the final obligation.

As per the policy followed by the Company, all the leaves are enjoyable in the year itself. Therefore there is no liability of leave encashment existing at the end of the year. Accordingly no provision is made for leave encashment.

The Company intends to dispose off one of residential flat located at Ahmedabad. No impairment loss is recognised on reclassification of these assets held for sale as at March 31,2023 as the Company intends to make sale deed in the month of May, 2023 for H0.46 crores and has received H0.06 crores from prospective buyer till March 31,2023.

(43) Financial Instruments Capital Management

The Company manages its capital to ensure that the Company will be able to continue as going concern, while maximising the return to stakeholders through efficient allocation of capital towards expansion of business, optimisation of working capital requirements and deployment of surplus funds into various investment options.

The Company is not subject to any externally imposed capital requirements.

The management of the Company reviews the capital structure of the Company on regular basis.

Valuation technique and key inputs used to determine fair value:

A. Level 1 : Mutual funds, Bonds, NCD - Quoted prices in active market.

B. Level 2 : Bonds, NCD, Preference shares - The fair value is calculated using the discounted cash flow method. Risk free rate adjusted by applicable spread is used for discounting future cash flows.

(b) Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required):

I Financial assets measured at amortised cost

The carrying amount of Trade receivables, Loans, Mutual funds, Cash and cash equivalents and bank balances & Other current financial assets are considered to be the same as their fair value due to their short term nature. The carrying amount of Other non-current financial assets are considered to be close to the fair value.

II Financial liabilities measured at amortised cost

The carrying amount of Trade payables and Other financial liabilities are considered to be the same as their fair values due to their short term nature.

(45)Financial Risk Management Objectives And Policies Financial risk management objectives

The Company''s management monitors and manages the financial risks relating to the operations of the Company. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Company''s risk management is done in close co-ordination with the board of directors and focuses on actively securing the Company''s short, medium and long-term cash flows by minimizing the exposure to volatile financial markets. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The most significant risks to which the Company is exposed are described below:

Market risk

Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The Company''s activities expose it primarily to the financial risks of changes in foreign currency exchange rates, interest rates risk, liquidity risk, credit risk and price risk which impact returns on investments. Market risk exposures are measured using sensitivity analysis.

Foreign currency risk management

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency) and the Company''s net investments in foreign subsidiaries.

The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of forecasted sales and purchases and 24-month period for net investment hedges.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions, the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

The Company hedges its exposure to fluctuations on the translation into INR of its foreign operations by holding net borrowings in foreign currencies and by using foreign currency swaps and forwards.

At March 31,2023 the Company hedged 27% (March 31,2022: 48%) of its expected foreign currency receivable. Those hedged sales were highly probable at the reporting date. This foreign currency risk is hedged by using foreign currency forward contracts and by Export Packing Credit and Post Shipment Credit.

Foreign currency sensitivity

The following table details the Company''s sensitivity to a 5% increase and decrease in the H against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management''s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their transaction at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit or equity where the H strengthens 5% against the relevant currency. For a 5% weakening of the H against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative.

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company.

Financial instruments that are subject to concentrations of credit risk, principally consist of balance with banks, investments (Bond, NCD, preference share and mutual fund), trade receivables, loans and advances.

Balances with banks were not past due or impaired as at the year end. In other financial assets that are not past dues and not impaired, there were no indication of default in repayment as at the year end.

"Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this risk, the Company periodically assesses the financial reliability of customers, taking into account their financial position, past experience and other factors. The Company manages credit risk through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue.

Price risk

The Company''s exposure to price risk arises from investments in Bond, NCD, preference share and mutual fund held by the Company and classified in the balance sheet at fair value through OCI and at fair value through profit or loss. To manage its price risk arising from investments, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

Interest rate risk

The Company''s majority investments are primarily in fixed rate interest bearing investments. Except in case of Market Linked Debentures the Company is not significantly exposed to interest rate risk.

Liquidity risk

The Company manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

(47) Other Statutory Information

(i) The Company did not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company did not have any transactions with companies struck off.

(iii) The Company did not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(iv) The Company has not been declared wilful defaulter by any bank or financial institution or other lender.

(v) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(vi) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with any oral or written understanding 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

(vii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with any oral or written 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 the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(viii) The Company has not any 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.

(48) Amount below H50 thousand is mentioned as "0.00".

(49) The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the approval of financial statements to determine the necessity for recognition and/or reporting of subsequent events and transactions in the financial statements. As of May 05, 2023, there were no subsequent events and transactions to be recognised or reported that are not already disclosed.

(50) Approval of financial statements

The financial statements were approved for issue by the board of directors on May 05, 2023.


Mar 31, 2022

i) The Company has pledged tax free bonds worth H100.32 crores (Previous year H96.33 crores) out of the above mentioned investments in favour of Standard Chartered Bank, India towards issuance of standby letter of credit upto H73.46 crores (Previous year H83.82 crores) as security in respect of working capital facility availed by Climate Technologies Pty. Limited, Australia (Wholly owned subsidiary of Symphony AU Pty. Limited, Australia) (Refer note no. 9 & 36).

ii) The Company has pledged 17,480,000 (Previous year 17,480,000) ordinary shares of Symphony AU Pty. Limited, Australia worth H97.47 crores (Previous year H97.47 crores) mentioned above in favour of Standard Chartered Bank, UK as collateral in respect to acquisition loan availed by Symphony AU Pty Limited, Australia as per terms of the amendment and restatement agreement with the Bank (Refer note no. 36).

iii) The Company has pledged HDFC Ltd NCD worth H20.99 crores (Previous year H Nil) out of the above mentioned investments in favour of ICICI Bank as security in respect of working capital facility availed by the Company (Refer note no. 18).

i) The Company has pledged mutual funds worth H10.78 crores (Previous year H10.22 crores) out of the above mentioned investments in favour of Standard Chartered Bank, India towards issuance of standby letter of credit upto H73.46 crores (Previous year H83.82 crores) as security in respect of working capital facility availed by Climate Technologies Pty. Limited, Australia (Wholly owned subsidiary of Symphony AU Pty. Limited, Australia) (Refer note no. 4 & 36).

ii) The Company has pledged mutual fund units worth H61.17 crores (Previous year H58.26 crores) out of the above mentioned investments in favour of Standard Chartered Bank, UK as collateral in respect to acquisition loan availed by Symphony AU Pty Limited, Australia as per terms of the amendment and restatement agreement with the Bank (Refer note no. 36).

The Company has only one class of shares referred to as equity shares having a par value of H2/-, rank pari passu in all respects including voting rights and entitlement to dividend.

The Company declares and pays dividends in Indian rupees. The dividend proposed 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 the Company, the holders of equity shares will be entitled to receive assets of the Company remaining after settlement of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholder.

The Company allotted 349,78,500 bonus equity shares of H2/- each fully paid up on September 17, 2016 in the proportion of one (1) bonus equity share for every fully Paid up equity share (1:1). As a result of the bonus issue the Paid up capital of the Company stands increased to H13.99 crores from H7.00 crores.

The Board of Directors have recommended a final dividend of H6/- (300%) per equity share of H2/- each amounting to H41.97 cr. for FY 21-22. The total dividend for FY 21-22 aggregates to H9/- (450%) per equity share of H2/- each amounting to H62.96 cr. which includes two interim dividends of H3/- (150%) per equity share paid during the year. The final dividend is subject to approval by shareholders at the ensuing Annual General Meeting of the Company.

The portion of profits not distributed among the shareholders are termed as retained earnings. The Company may utilise the retained earnings for making investments for future growth and expansion plans, for the purpose of generating higher returns for the shareholders or for any other specific purpose, as approved by the Board of Directors of the Company.

(i) H40.41 crores (previous year H Nil) represents working capital loan availed in the form of Export Packing Credit and Post Shipment Credit-INR from ICICI Bank. The Company has pledged HDFC Ltd NCD as security (Refer Note No. 4).

The Company has not defaulted on any loans payable.

The Company has filed the quarterly stock details and other stipulated information with the bank which are in agreement with the books of accounts and there are no material discrepancies.

(34) Contingent Liabilities and Commitments (to the extent not provided for) (i) Contingent Liabilities:

( H in Crores)

Sr.

No.

Particulars

2021-22

2020-21

a)

Claims against the Company not acknowledged as debt.

0.07

0.07

b)

Demand on account of VAT / sales tax matters.

0.05

0.07

c)

Demand on account of Income Tax matters.

0.85

0.85

d)

Demand on account of central excise matters.

1.39

1.41

e)

Corporate Guarantee / Standby Letter of Credit given to banks for loan availed (Refer note no. 36)*.

208.15

197.97

210.51

200.37

In respect of the above matters the management is reasonably confident that no material liability will devolve on the company and hence not recognised in the books of account.

*This represents the amount of Corporate Guarantee / Standby Letter of Credit to the extent of outstanding balance of loans availed. The total Corporate Guarantee / Standby Letter of Credit given is H243.95 crores (Previous year H237.49 crores).

(ii) Commitments :

( H in Crores)

Particulars

2021-22

2020-21

a) Estimated amount of Property, plant and equipment contracts remaining to be executed and not provided for.

0.27

2.72

b) Letter of Support issued to Guangdong Symphony Keruilai Air Coolers Co. Limited, China, wholly owned subsidiary, to provide financial support in order to allow it to meet its liabilities as they fall due and to carry on its business without significant curtailment of operations.

Policy on dealing with Related party transactions:

The Company has made a list of related parties after considering the requirements and based on the annual declaration received from individuals like Directors and Key Managerial Personnel (KMP). All related party transactions are reported and referred for approval to the Audit Committee as per section 177 of the Companies Act, 2013. The Audit committee may grant general approval for repetitive related party transactions. Such general approval will be valid for a period of one year and a fresh approval shall be taken for every financial year. As per section 188 of the Companies Act, 2013, the consent of the Board/Shareholders'' approval is required, by a special resolution in a general meeting, for entering into the specified transactions with a related party, if they are not in ordinary course of business of the Company or at arm''s length and exceeds the threshold limits as specified in the Act.

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances of related parties at the year-end are unsecured and settlement occurs in cash. For the year ended March 31, 2022, the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

Pursuant to the requirement of the section 186(4) of the companies Act 2013 for the disclosure relating to the loans, guarantee and security given by the Company:

a) The loans given to its'' wholly owned subsidiaries for the general business purpose only.

b) Guarantees are given for issue of credit facility to it''s wholly owned subsidiary.

(38) Leases

38.1 : Leasing Arrangement

Effective from April 01, 2019, the Company adopted ''Ind AS 116 - Leases'' and applied the Standard to all lease contracts existing as on April 01,2019 using the modified retrospective method on the date of initial application i.e. April 01,2019.

The Company does not have any Non-cancellable lease.

Right-of-use asset is related to lease of land at Kandla SEZ for 48 months from Sept,16. The same is accounted for in accordance with Ind AS 116. Company has not renewed the said lease and has cancelled on July 31,2020. Company has recognized loss on of H0.01 crore on cancellation of the said lease in statement of profit & loss account.

38.4 : Lease Commitments for short-term leases

The Company has entered into Short term leases for CFA premises at various location of India, tenure of which is less than a year. There are no obligations or commitments with reference to such short term leases as at reporting date as such leases are cancellable at the discretion of lessee i.e. the Company.

(39) Employee Benefits

(A) Defined contribution plans

The Company makes provident fund contribution which is defined contribution plan, for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of payroll costs to fund the benefits. The Company recognised H1.59 crores (Year ended March 31, 2021 H1.43 crores) for provident fund contributions in the Statement of Profit and Loss. The contribution payable to this plan by the Company is at rate specified in the rule of the scheme.

(B) Defined benefit plans

The defined benefit plan of the Company includes entitlement of gratuity for each year of service until the retirement age.

The plan typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

(40) Leave encashment

As per the policy followed by the Company, all the leaves are enjoyable in the year itself. Therefore there is no liability of leave encashment existing at the end of the year. Accordingly no provision is made for leave encashment.

(41) The Company has considered the possible effects that may result from Covid19 in the preparation of these financial statements including the recoverability of carrying amounts of financial and non-financial assets. In developing the assumptions relating to the possible future uncertainties in the economic conditions because of Covid19, the Company has, at the date of approval of the financial statements, used internal and external sources of information and expects that the carrying amount of the assets will be recovered. The impact of Covid19 on Company''s financial statements may differ from that estimated as at the date of approval of the same.

(44) Financial Instruments Capital Management

The Company manages its capital to ensure that the Company will be able to continue as going concern, while maximising the return to stakeholders through efficient allocation of capital towards expansion of business, optimisation of working capital requirements and deployment of surplus funds into various investment options.

The Company is not subject to any externally imposed capital requirements.

Valuation technique and key inputs used to determine fair value:

A. Level 1 : Mutual funds, Bonds, NCD - Quoted prices in active market.

B. Level 2 : Bonds, NCD, Preference shares - The fair value is calculated using the discounted cash flow method. Risk free rate adjusted by applicable spread is used for discounting future cash flows.

(b) Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required):

I Financial assets measured at amortised cost

The carrying amount of Trade receivables, Loans, Cash and cash equivalents and bank balances & Other current financial assets are considered to be the same as their fair value due to their short term nature. The carrying amount of Other non-current financial assets are considered to be close to the fair value.

II Financial liabilities measured at amortised cost

The carrying amount of Trade payables and Other financial liabilities are considered to be the same as their fair values due to their short term nature.

(46) Financial Risk Management Objectives and Policies Financial risk management objectives

The Company''s management monitors and manages the financial risks relating to the operations of the Company. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Company''s risk management is done in close co-ordination with the board of directors and focuses on actively securing the Company''s short, medium and long-term cash flows by minimizing the exposure to volatile financial markets. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The most significant risks to which the Company is exposed are described below:

Market risk

Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The Company''s activities expose it primarily to the financial risks of changes in foreign currency exchange rates, interest rates risk, liquidity risk, credit risk and price risk which impact returns on investments. Market risk exposures are measured using sensitivity analysis.

Foreign currency risk management

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency) and the Company''s net investments in foreign subsidiaries.

The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of forecasted sales and purchases and 24-month period for net investment hedges.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions, the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

The Company hedges its exposure to fluctuations on the translation into INR of its foreign operations by holding net borrowings in foreign currencies and by using foreign currency swaps and forwards.

At March 31, 2022 the Company hedged 48% (March 31, 2021: Nil) of its expected foreign currency receivable. Those hedged sales were highly probable at the reporting date. This foreign currency risk is hedged by using foreign

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Foreign currency sensitivity

The following table details the Company''s sensitivity to a 5% increase and decrease in the H against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management''s assessment of the reasonably possible change in foreign exchange rates.

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company.

Financial instruments that are subject to concentrations of credit risk, principally consist of balance with banks, investments (Bond, NCD, preference share and mutual fund), trade receivables, loans and advances.

Balances with banks were not past due or impaired as at the year end. In other financial assets that are not past dues and not impaired, there were no indication of default in repayment as at the year end.

Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this risk, the Company periodically assesses the financial reliability of customers, taking into account their financial position, past experience and other factors. The Company manages credit risk through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue.

Price risk

The Company''s exposure to price risk arises from investments in Bond, NCD, preference share and mutual fund held by the Company and classified in the balance sheet at fair value through OCI and at fair value through profit or loss. To manage its price risk arising from investments, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

Interest rate risk

The Company''s majority investments are primarily in fixed rate interest bearing investments. Except in case of Market Linked Debentures the Company is not significantly exposed to interest rate risk.

Liquidity risk

The Company manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Maturities of financial liabilities:

The tables below analyse the Company''s financial liabilities into relevant maturity groupings base on their contractual maturities for all non-derivative financial liabilities.

Reason for change more than 25%:

Please refer explanation given in note number (h).

Debt Service Coverage Ratio (DSCR) is not applicable because the Company does not have any term borrowings.

(48) The Code on Wages, 2019 and Code on Social Security, 2020 (the "Codes") relating to employee compensation and post-employment benefits that received Presidential assent have not been notified. Further, the related rules for quantifying the financial impact have not been notified. The Company will assess the impact of the Codes when the rules are notified and will record any related impact in the periods the Codes becomes effective.

(49) Other Statutory Information

(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company do not have any transactions with companies struck off.

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

(iv) The Company has not been declared wilful defaulter by any bank or financial institution or other lender.

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

(vi) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with any oral or written understanding 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

(vii) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with any oral or written 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 the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(viii) The Company have not any 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.

(50) The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the approval of financial statements to determine the necessity for recognition and/or reporting of subsequent events and transactions in the financial statements. As of May 03, 2022, there were no subsequent events and transactions to be recognised or reported that are not already disclosed.

(51) Approval of financial statements

The financial statements were approved for issue by the board of directors on May 03, 2022.


Mar 31, 2019

(1) Employee Benefits

(A) Defined contribution plans

The Company makes provident fund contribution which is defined contribution plan, for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of payroll costs to fund the benefits. The Company recognized RS,1.41 Crores (Year ended March 31, 2018 RS,1.45 Crores) for provident fund contributions in the Statement of Profit and Loss. The contribution payable to this plan by the Company is at rate specified in the rule of the scheme.

(B) Defined benefit plans

The defined benefit plan of the Company includes entitlement of gratuity for each year of service until the retirement age.

The plan typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

The Present value of gratuity obligations is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

(2) Leave encashment

As per the policy followed by the Company, all the leaves are enjoyable in the year itself.

Therefore there is no liability of leave encashment existing at the end of the year. Accordingly

no provision is made for leave encashment.

(3) Exceptional Items

(38.1) The Company''s investments of RS,21.50 Crores in Non-Convertible Redeemable Cumulative Preference Shares of Infrastructure Leasing & Financial Services Limited (IL&FS) are redeemable between March, 2021 to October, 2022. During the year considering the prevailing uncertainty as regards recovery of these investments, the Company has provided for the loss allowance of entire investment amount of RS,21.50 Crores.

(38.2) As reported in Annual Report of FY2016-17, some serious irregularities were observed in certain transactions executed by erstwhile Registrar & Transfer Agent M/s. Sharepro Services (I) Pvt. Ltd. (Sharepro). The Company has filed FIR against Sharepro, their employees and others in this matter which is pending before Hon''ble Metropolitan Magistrate Court, Ahmedabad. The matter of two cases of the alleged fraudulent transfers is pending before the Hon''ble Supreme Court of India for which the Company has made a provision of RS,2.55 Crores towards likely compensation payable.

The Company intends to dispose off Leasehold land along with Building thereon and other assets at Surat SEZ. No impairment loss is recognized on reclassification of these assets held for sale as at March 31, 2019 as the Company has made surrender deed in the month of April, 2019 with Diamond and Gems Development Corporation for RS,3.50 Crores

(4) Expenditure on Corporate Social Responsibility are as under

(a) Gross amount required to be spent by the Company during the year RS,4.16 Crores (Previous year RS,3.60 Crores).

(5) Financial Instruments

Capital Management

The Company manages its capital to ensure that the Company will be able to continue as going concern, while maximizing the return to stakeholders through efficient allocation of capital towards expansion of business, optimization of working capital requirements and deployment of surplus funds into various investment options. The Company does not have any debt to meet its capital requirement and uses the operational cash flows and equity to meet its capital requirements.

The Company is not subject to any externally imposed capital requirements.

The management of the Company reviews the capital structure of the Company on regular basis.

Valuation technique and key inputs used to determine fair value:

A. Level 1 : Mutual funds, Bonds, NCD - Quoted prices in active market.

B. Level 2 : Bonds, NCD, Preference shares - Discounted cash flow at discount rate that reflects the issuer''s current borrowing rate at the end of the reporting period.

(b) Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required):

I. Financial assets measured at amortized cost

The carrying amount of Trade receivables, Loans, Cash and cash equivalents and bank balances & Other current financial assets are considered to be the same as their fair value due to their short term nature. The carrying amount of Other non-current financial assets are considered to be close to the fair value.

II. Financial liabilities measured at amortized cost

The carrying amount of Trade payables and Other financial liabilities are considered to be the same as their fair values due to their short term nature.

(6) Financial Risk Management Objectives and Policies

Financial risk management objectives

The Company''s management monitors and manages the financial risks relating to the operations of the Company. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Company''s risk management is done in close co-ordination with the board of directors and focuses on actively securing the Company''s short, medium and long-term cash flows by minimizing the exposure to volatile financial markets. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The most significant risks to which the Company is exposed are described below:

Market risk

Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may result from a change in the price of a financial instrument. The Company''s activities expose it primarily to the financial risks of changes in foreign currency exchange rates, interest rates risk, liquidity risk, credit risk and price risk which impact returns on investments. Market risk exposures are measured using sensitivity analysis.

Foreign currency risk management

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company minimize foreign currency risk by taking 100% advance in majority cases. The carrying amounts of the Company''s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

Foreign currency sensitivity

The following table details the Company''s sensitivity to a 5% increase and decrease in the C against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management''s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their transaction at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit or equity where the C strengthens 5% against the relevant currency. For a 5% weakening of the C against the relevant currency there would be a comparable impact on the profit or equity, and the balances below would be negative.

(7) Financial Risk Management Objectives and Policies (contd.)

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company.

Financial instruments that are subject to concentrations of credit risk, principally consist of balance with banks, investments (Bond, NCD, preference share and mutual fund), trade receivables, loans and advances.

Balances with banks were not past due or impaired as at the year end. In other financial assets that are not past dues and not impaired, there were no indication of default in repayment as at the year end.

The age analysis of trade receivables as of the balance sheet date have been considered from the due date and disclosed in the Note No. 9 above.

The Company has used a practical expedient by computing the expected loss allowance for financial assets based on historical credit loss experience and adjustments for forward looking information.

Since majority business of the Company is on Cash and Carry basis, for credit business the Company trades with recognized and credit worthy third parties. In addition, receivable balances are monitored on an on-going basis with the result that the Company''s exposure to bad debts is not significant and hence no adjustment is made for expected credit loss allowance.

Price risk

The Company''s exposure to price risk arises from investments in Bond, NCD, preference share and mutual fund held by the Company and classified in the balance sheet at fair value through OCI and at fair value through profit or loss. To manage its price risk arising from investments, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

Price risk sensitivity

The table below summarizes the impact of increases / decreases of the index on the Company''s equity and profit for the year.

Interest rate risk

The Company''s majority investments are primarily in fixed rate interest bearing investments. Except in case of Market Linked Debentures the Company is not significantly exposed to interest rate risk.

Liquidity risk

The Company manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Maturities of financial liabilities:

The tables below analyse the Company''s financial liabilities into relevant maturity groupings base on their contractual maturities for all non-derivative financial liabilities.

The surplus funds with the Company and operational cash flows will be sufficient to dispose the financial liabilities within the maturity period.

(8) Approval of financial statements

The financial statements were approved for issue by the board of directors on May 22, 2019.


Mar 31, 2018

(1) Corporate Information

Symphony Limited (“The Company”), a premier air cooling company was established in the year 1988. The Company is in the field of residential, commercial and industrial air cooling both in the domestic and international markets. The addresses of its registered office and principal place of business are disclosed under corporate information in the annual report.

Majority domestic business of the Company is on Cash and Carry basis, for credit business the Company trades with recognised and credit worthy third parties. In addition, receivable balances are monitored on an on-going basis with the result that the Company’s exposure to bad debts is not significant. The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables for Exports Sales based on provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix. The provision matrix at the end of the reporting period is as follows:

The Company has allotted 349,78,500 bonus equity shares of RS.2/- each fully paid up on September 17,2016 in the proportion of one (1) bonus equity share for every fully Paid up equity share (1:1). As a result of the bonus issue the Paid up capital of the Company stands increased to RS.1,399.14 lacs from RS.699.57 lacs.

The Company has only one class of shares referred to as equity shares having a par value of RS.2/-, rank pari passu in all respects including voting rights and entitlement to dividend.

The Company declares and pays dividends in Indian rupees. The dividend proposed 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 the Company, the holders of equity shares will be entitled to receive assets of the Company remaining after settlement of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.

This reserve represents the cumulative gains and losses arising on the revaluation of debt instruments measured at fair value through other comprehensive income that have been recognised in other comprehensive income, net of amounts reclassified to profit or loss when those assets have been disposed of or impairment losses on such instruments.

The Board of Directors has recommended, subject to approval of shareholders, a final dividend of RS.1.50/- per equity share of RS.2/- each for the year ended March 31, 2018. Further, three interim dividends aggregating RS.3.00/-per equity share were paid during the year. Total Dividend proposed/paid is RS.4.50/- per equity share (225%) (previous year RS.4.50/- per equity share (225%)). The total dividend appropriation for the year ended March 31, 2018 amounts to RS.3,788.94 lacs including dividend distribution tax of RS.640.87 lacs.

(i) The provision for employee benefits includes gratuity provision. The decrease in the carrying amount of the provision for the current year results from benefits being paid in the current year. For other disclosures, refer note no. 36.

(ii) The provision for warranty claims represents the present value of the directors’ best estimate of the future outflow of economic benefits that will be required under the Company’s obligations for warranties under local sale of goods legislation. The estimate has been made on the basis of historical warranty trends and may vary as a result of new materials, altered manufacturing processes or other events affecting product quality.

2. SEGMENT REPORTING

(a) Primary Segment :

As per recognition criteria mentioned in Ind AS - 108, Operating Segment, the Company has identified only one operating segment i.e. Air Coolers Business. However substantial portion of Corporate Funds remained invested in various financial instruments. The Company has considered Corporate Funds as a separate segment so as to provide better understanding of performance of Air Cooler Business.

Secondary Segment Capital Employed :

Fixed assets used in the Company’s business and liabilities contracted have not been identified with any of the reportable segments, as the fixed assets and services are used interchangeably between segments. The Company believes that it is not practical to provide secondary segment disclosures relating to Capital employed.

Policy on dealing with Related party transactions:

The Company has made a list of related parties after considering the requirements and based on the annual declaration received from individuals like Directors and Key Managerial Personnel (KMP). All related party transactions are reported and referred for approval to the Audit Committee as per section 177 of the Companies Act, 2013. The Audit committee may grant general approval for repetitive related party transactions. Such general approval will be valid for a period of one year and a fresh approval shall be taken for every financial year. As per section 188 of the Companies Act, 2013, the consent of the Board/Shareholders’ approval is required, by a special resolution in a general meeting, for entering into the specified transactions with a related party, if they are not in ordinary course of business of the Company or at arm’s length and exceeds the threshold limits as specified in the Act.

3. LEASES

3.1 : Leasing Arrangement

The company does not have any Non-cancellable lease.

Operating lease is related to

i) Lease of Land of Surat SEZ with lease term period upto July, 2085 and the lease is to be renewed on expiry of every 15 years starting from 2011. The cost of leasehold land is charged to Statement of Profit & Loss account over a period of 15 years.

ii) Lease of Land at Kandla SEZ for 48 months from Sept,16.

iii) Lease of CFA premises at various location of India with a lease period of one year.

4. EMPLOYEE BENEFITS

(A) Defined contribution plans

The Company makes provident fund contribution which is defined contribution plan, for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of payroll costs to fund the benefits. The Company recognised RS.144.87 lacs (Year ended March 31, 2017 RS.139.86 lacs) for provident fund contributions in the Statement of Profit and Loss. The contribution payable to this plan by the Company is at rate specified in the rule of the scheme.

(B) Defined benefit plans

The defined benefit plan of the Company includes entitlement of gratuity for each year of service until the retirement age.

The plan typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities and other debt instruments.

Interest risk: A fall in the discount rate which is linked to the Government Securities. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Longevity risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan’s liability.

The Present value of gratuity obligations is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

5. LEAVE ENCASHMENT

As per the policy followed by the Company, all the leaves are enjoyable in the period itself. Therefore there is no liability of leave encashment existing at the end of the year. Accordingly no provision is made for leave encashment.

6. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March,2018. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

7. Pursuant to the directions issued by Securities and Exchange Board of India, (SEBI) in its interim order dated 22 March 2016, the Company had appointed an independent external agency to conduct an audit of the records and systems of Sharepro with respect to certain past transactions. The Company has found irregularities in certain transactions as per the special audit carried out by an independent external agency which was also submitted to the SEBI. The Company has taken legal actions and will take additional steps, if any, based on and in accordance with the directions of SEBI or any other regulatory authorities. Based on consultations with its legal counsel, the Company has been advised that the liability will not evolve on the Company and thus no provision is considered necessary. Further, the Company has a right to claim losses, if any, from Sharepro and accordingly, the Company does not plan to make good the losses on its own account. Under the circumstances, the Company does not envisage any possible obligation in respect of the matter.

8. EXPENDITURE ON CORPORATE SOCIAL RESPONSIBILITY ARE AS UNDER

(a) Gross amount required to be spent by the Company during the year RS.359.55 lacs (Previous year RS.300.40 lacs).

(b) Amount spent during the year on

9. DISCLOSURE UNDER REGULATION 34(3) OF THE LISTING REGULATIONS

Amount of loans and advances outstanding from subsidiaries as at March 31, 2018:

10. FINANCIAL INSTRUMENTS

Capital Management

The Company manages its capital to ensure that the Company will be able to continue as going concern, while maximising the return to stakeholders through efficient allocation of capital towards expansion of business, optimisation of working capital requirements and deployment of surplus funds into various investment options. The Company does not have any debt to meet its capital requirement and uses the operational cash flows and equity to meet its capital requirements.

The Company is not subject to any externally imposed capital requirements.

The management of the Company reviews the capital structure of the Company on regular basis.

The following table summarises the capital of the Company.

11. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Financial risk management objectives

The Company’s management monitors and manages the financial risks relating to the operations of the Company. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk. The Company’s risk management is done in close co-ordination with the board of directors and focuses on actively securing the Company’s short, medium and long-term cash flows by minimizing the exposure to volatile financial markets. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The most significant risks to which the Company is exposed are described below:

Market risk

Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates, interest rates risk, liquidity risk, credit risk and price risk which impact returns on investments. Market risk exposures are measured using sensitivity analysis.

Foreign currency risk management

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The company minimise foreign currency risk by taking 100% advance in majority cases. The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

Foreign currency sensitivity

The following table details the Company’s sensitivity to a 5% increase and decrease in the H against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their transaction at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit or equity where the H strengthens 5% against the relevant currency. For a 5% weakening of the H against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative.

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company.

Financial instruments that are subject to concentrations of credit risk, principally consist of balance with banks, investments (Bond, NCD, preference share and mutual fund), trade receivables, loans and advances. None of the financial instruments of the Company result in material concentrations of credit risks.

Balances with banks were not past due or impaired as at the year end. In other financial assets that are not past dues and not impaired, there were no indication of default in repayment as at the year end.

The age analysis of trade receivables as of the balance sheet date have been considered from the due date and disclosed in the Note No. 9 above.

The Company has used a practical expedient by computing the expected loss allowance for financial assets based on historical credit loss experience and adjustments for forward looking information.

Since majority business of the Company is on Cash and Carry basis, for credit business the Company trades with recognised and credit worthy third parties. In addition, receivable balances are monitored on an ongoing basis with the result that the Company’s exposure to bad debts is not significant and hence no adjustment is made for expected credit loss allowance.

Price risk

The Company’s exposure to price risk arises from investments in Bond, NCD, preference share and mutual fund held by the Company and classified in the balance sheet at fair value through OCI and at fair value through profit or loss. To manage its price risk arising from investments, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

Price risk sensitivity

The table below summarises the impact of increases / decreases of the index on the Company’s equity and profit for the year.

Interest rate risk

The Company’s majority investments are primarily in fixed rate interest bearing investments. Except in case of Market Linked Debentures the Company is not significantly exposed to interest rate risk.

Liquidity risk

The Company manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Maturities of financial assets:

The tables below analyse the Company’s financial assets into relevant maturity groupings base on their contractual maturities for all non-derivative financial assets.

11.1 Cash flow statements

There were no significant reconciliation items between cash flows prepared under Indian GAAP and those prepared under Ind AS.

(11.2) Notes to the reconciliations

(a) Under IGAPP, Leasehold land at Surat SEZ is recognised as fixed assets where as under Ind AS the same is considered as operating lease. This has resulted in decrease in fixed assets by RS.157.28 lacs as on March 31, 2017 (RS.174.65 lacs as on April 01, 2016) and increase in Other Non-Current Assets by RS.157.28 lacs as on March 31, 2017 (RS.174.65 lacs as on April 01, 2016).This change does not affect Profit before tax or Profit for the year ended March 31, 2017 because expense have been regrouped from Depreciation and Amortization Expense to Other Expenses by RS.17.37 lacs.

(b) All Non-Current investments except investments in group companies, MLD and perpetual bond have been fair valued in accordance with Ind AS 109. Investment in debt securities measured at amortised cost are fair valued through OCI (FVTOCI) and reclassified to profit or loss on their sale. Under IGAAP the Non-Current investments were carried at cost net of permanent diminution, if any. This has resulted in increase in Other Non-Current Investments by RS.843.30 lacs as on March 31, 2017 (RS.1,515.75 lacs as on April 01, 2016) and decrease in Other Current Financial Assets by RS.182.72 lacs as on March 31, 2017 (RS.521.87 lacs as on April 01, 2016) and increase in Other Equity by RS.660.58 lacs as on March 31, 2017 (RS.993.88 lacs as on April 01, 2016). This has resulted in increase of Profit before tax for the year ended March 31, 2017 by RS.69.55 lacs and increase in Other Comprehensive income by RS.308.36 lacs.

(c) Under IGAAP interest accrued on fixed deposits was disclosed under Other Current Financial Assets, where as under Ind AS it is included in the fixed deposit balance grouped under Other NonCurrent Financial Assets and Other Bank Balances. This has resulted in decrease in Other Current Financial Assets by RS.2.20 lacs as on March 31, 2017 (RS.1.49 lacs as on April 01, 2016) and increase in Other Non-Current Financial Assets by RS.2.20 lacs as on March 31, 2017 (RS.2.05 lacs as on April 01, 2016), and increase in Other Bank balances by Rs. Nil lacs as on March 31, 2017 (RS.0.56 lacs as on April 01, 2016).

(d) Under Ind AS investments in mutual funds have been fair valued through Profit or loss. Under IGAAP the current investments were carried at cost net of diminution in their value as at the Balance Sheet date. This has resulted in increase in Current Investments by RS.56.93 lacs as on March 31, 2017 (Rs. Nil as on April 01, 2016) and increase in Other Equity by RS.56.93 lacs as on March 31, 2017 (Rs. Nil as on April 01, 2016). This has resulted in increase of Profit before tax for the year ended March 31, 2017 by RS.56.93 lacs. Under Ind AS investments in MLD & Perpetual Bonds have been fair valued through Profit or loss. Under IGAAP the Non current investments were carried at cost net of diminution in their value as at the Balance Sheet date. This has resulted in increase in Non Current Investments by RS.33.07 lacs as on March 31, 2017 (Decrease in Non Current Investments by RS.45.49 as on April 01, 2016) and decrease in Other Equity by RS.12.44 lacs as on March 31, 2017 (RS.45.49 as on April 01, 2016). This has resulted in increase of Profit before tax for the year ended March 31, 2017 by RS.90.00 lacs.

(e) Under Ind AS Deferred tax liability / asset is required to be recognised on change in fair value of investments which was not required to be recognised under previous GAAP. This has resulted in increase in Deferred Tax liability by RS.76.77 lacs as on March 31, 2017 (RS.108.69 lacs as on April 01, 2016) and decrease in Other Equity by RS.76.77 lacs as on March 31, 2017 (RS.108.69 lacs as on April 01, 2016). This has resulted in decrease of Profit after tax for the year ended March 31, 2017 by RS.28.02 lacs and decrease in Other Comprehensive income by RS.18.29 lacs.

(f) Under IGAAP, actuarial gains and losses were recognised in profit or loss. Under Ind AS, the actuarial gains and losses form part of re-measurement of the net defined benefit liability / asset which is recognised in other comprehensive income. Consequently, the tax effect of the same has also been recognised in other comprehensive income under Ind AS instead of profit or loss. The actuarial gains for the year ended March 31, 2017 were RS.31.95 lacs and the tax effect thereon RS.11.06 lacs. This change does not affect total other equity, but there is a increase in profit before tax of RS.31.95 lacs, and in total profit of RS.20.89 lacs for the year ended March 31, 2017.

(g) Under IGAPP, sales promotion expense related to sales is recognised as Advertisement and Sales Promotion Expense where as under Ind AS the same is considered by way of deduction from Revenue from Operations. This change does not affect Profit before tax or Profit for the year ended March 31, 2017 because expense have been regrouped by decrease from Advertisement and Sales Promotion Expense by RS.327.65 lacs and decrease in Revenue from Operations by RS.327.65 lacs.

(12) APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved for issue by the board of directors on May 22, 2018.


Mar 31, 2017

1. CORPORATE INFORMATION

Symphony Limited, a premier air cooling company was established in the year 1988. The Company is in the field of residential, commercial and industrial air cooling both in the domestic and international markets.

2. SHARE CAPITAL

The Company has allotted 3,49,78,500 bonus equity shares of RS.2/- each fully paid up on September 17,2016 in the proportion of one (1) bonus equity share for every fully Paid up equity share (1:1). As a result of the bonus issue the Paid up capital of the Company stands increased to RS.1,399.14 lacs from RS.699.57 lacs.

The Company has only one class of shares referred to as equity shares having a par value of RS.2/-, rank pari passu in all respects including voting rights and entitlement to dividend.

The Company declares and pays dividends in Indian rupees. The dividend proposed 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 the Company, the holders of equity shares will be entitled to receive assets of the Company remaining after settlement of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Company has allotted 3,49,78,500 bonus equity shares of RS.2/- each fully paid up on September 17, 2016 in the proportion of one (1) bonus equity share for every fully Paid up equity share (1:1). As a result of the bonus issue the Paid up capital of the Company stands increased to RS.1,399.14 lacs from RS.699.57 lacs. Consequent to the above increase in Paid up capital, the earnings per share have been adjusted for previous period figure.

3. SEGMENT REPORTING

(a) Primary Segment : Business

The Company has identified two primary segments namely Air Coolers and Corporate Funds so as to know financial efficiency of core business i.e. Air Coolers and Corporate Funds Segment which consists of surplus investments.

(b) Secondary Segment : Geographical segment

Secondary Segment Capital Employed :

Fixed assets used in the Company’s business and liabilities contracted have not been identified with any of the reportable segments, as the fixed assets and services are used interchangeably between segments. The Company believes that it is not practical to provide secondary segment disclosures relating to Capital employed.

Note: Related parties have been identified by the Management.

Policy on dealing with Related party transactions:

The Company has made a list of related parties after considering the requirements and based on the annual declaration received from individuals like Directors and Key Managerial Personnel (KMP). All related party transactions are reported and referred for approval to the Audit Committee as per section 177 of the Companies Act, 2013. The Audit committee may grant general approval for repetitive related party transactions. Such general approval will be valid for a period of one year and a fresh approval shall be taken for every financial year. As per section 188 of the Companies Act, 2013, the consent of the Board/Shareholders’ approval is required, by a special resolution in a general meeting, for entering into the specified transactions with a related party, if they are not in ordinary course of business of the Company or at arm’s length and exceeds the threshold limits as specified in the Act.

4. EMPLOYEE BENEFITS

(A) Defined contribution plans

The Company makes provident fund contribution which is defined contribution plan, for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of payroll costs to fund the benefits. The Company recognised RS.139.86 lacs (Year ended March 31, 2016 RS.90.11 lacs) for provident fund contributions in the Statement of Profit and Loss. The contribution payable to this plan by the Company is at rate specified in the rule of the scheme.

(B) Defined benefit plans

Gratuity included as a part of Contribution to Provident Fund and Other Funds in Note 23 Employee Benefit expenses.

The Present value of gratuity obligations is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

I The expected contribution is based on the same assumptions used to measure the Company’s gratuity obligations as of March 31, 2017.

5. LEAVE ENCASHMENT

As per the policy followed by the Company, all the leaves are enjoyable in the period itself. Therefore there is no liability of leave encashment existing at the end of the year. Accordingly no provision is made for leave encashment.

6. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March,2017. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

7. Based on queries received from Securities Exchange Board of India (‘SEBI’), the Company conducted a preliminary internal investigation and discovered certain irregularities by M/s Sharepro Services (India) Private Limited (‘Sharepro’), the Company’s erstwhile Registrar and Share Transfer Agent. Subsequently, the Company has filed a criminal complaint against Sharepro and its employees. Pursuant to the directions issued by SEBI ’m its interim order dated 22 March 2016, the Company appointed an independent external agency to conduct an audit of the records and systems of Sharepro with respect to certain past transactions. The Company has taken legal actions and will take additional steps, if any, based on and in accordance with the directions of SEBI or any other regulatory authorities. Based on consultations with its legal counsel, the Company has been advised that the liability will not evolve on the Company and thus no provision is considered necessary. Further, the Company has a right to claim losses, if any, from Sharepro and accordingly, the Company does not plan to make good the losses on its own account. Under the circumstances, the Company does not envisage any possible obligation in respect of the matter.

8. The Company’s products viz. Air Coolers carry one year warranty from date of purchase by its end users. The product warranty expense has been calculated based on past historical data of warranty cost incurred by Company.

9. The Board of Directors has recommended, subject to approval of shareholders, a final dividend of RS.1/- per equity share of RS.2/- each for the year ended March 31, 2017. Further an interim dividend of RS.3.50/- per equity share was paid during the year. Total Dividend proposed/paid is RS.4.50/- per equity share (225%) (previous year RS.25/- per equity share (1,250%) which included special dividend of RS.10/-). The total dividend appropriation for the year ended March 31, 2017 amounts to RS.3,157.45 lacs including dividend distribution tax of RS.534.06 lacs.

10. The previous financial year was for a period of 9 months ended on 31st March,2016 (Previous Period) and accordingly, the figures for the Previous Period are not comparable with figures for the Current Year ended 31st March,2017 presented in Statement of Profit & Loss, Cash Flow Statement and related Notes. Previous Period’s figures have been regrouped/reclassified, wherever necessary, to conform to classification of Current year.

11. EXPENDITURE ON CORPORATE SOCIAL RESPONSIBILITY ARE AS UNDER

(a) Gross amount required to be spent by the Company during the year RS.300.40 lacs (Previous year RS.253.17 lacs).

(b) Amount spent during the year on

12. DISCLOSURE UNDER REGULATION 34(3) OF THE LISTING AGREEMENT

Amount of loans and advances in nature of loans outstanding from subsidiaries as at March 31, 2017:


Mar 31, 2016

1. Corporate Information

Symphony Limited, a premier air cooling company was established in the year 1988. The company is in the field of residential, commercial and industrial air cooling both in the domestic and international markets.

2. Employee Benefits

The Present value of gratuity obligations is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

3. Leave encashment

As per the policy followed by the company, all the leaves are enjoyable in the period itself. Therefore there is no liability of leave encashment existing at the end of the period. Accordingly no provision is made for leave encashment.

4. There are no Micro and Small Enterprises, to whom the company owes dues, which are outstanding for more than 45 days as at 31st March,2016. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

5. The Company''s products viz. Air Coolers carry one year warranty from date of purchase by its end users. The product warranty expense has been calculated based on past historical data of warranty cost incurred by Company.

6. In view of the provision of Companies Act 2013, the company has changed its accounting year to March ending instead of June ending as earlier. Accordingly current accounting year is of nine months ended on March 31, 2016 ("current period") and therefore the figures for the current period are not comparable with figures for the year ended June 30, 2015 (''previous year'') presented in the Statement of Profit and Loss, Cash Flow Statement and related notes. Previous year''s figures have been regrouped / reclassified wherever necessary, to confirm to the classification of the current period.

7. As per the provisions of the Companies Act 2013, the minimum amount to be spent towards expenditure for Corporate Social Responsibility (CSR) is H253.17 lacs, against which no amount has been spent during the period.

8. Disclosure under Regulation 34(3) of the Listing Agreement Amount of loans and advances in nature of loans outstanding from subsidiaries as at March 31, 2016:


Jun 30, 2015

(1) Nature of Business

Symphony Limited, a premier air cooling company was established in the year 1988. The company is in the field of residential, commercial and industrial air cooling both in the domestic and international markets.

2

SUBSIDIARIES

Following are the subsidiaries and step down subsidiaries of the Company

(i) Symphony Aircoolers Inc, USA (Subsidiary)

(ii) Sylvan Holdings Pte. Ltd., Singapore (Subsidiary)

(iii) IMPCO S DE RL DE CV, Mexico (Subsidiary of Subsidiary)

(iv) Symphony USA INC., USA (Subsidiary of Subsidiary)

3

LEASES

The company does not have any uncancellable lease.

4

EMPLOYEE BENEFITS

The Present value of gratuity obligations is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

5

LEAVE ENCASHMENT

As per the policy followed by the company, all the leaves are enjoyable in the financial year itself. Therefore there is no liability of leave encashment existing at the end of the year. Accordingly no provision is made for leave encashment.

6

There are no Micro and Small Enterprises, to whom the company owes dues, which are outstanding for more than 45 days as at 30th June,2015. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

7

In the opinion of the board, Current Assets, Loans and Advances are approximately, stated at the value, if realised in ordinary course of business. Provisions for all known liabilities are provided for in full and the same are adequate and not in excess of the amount considered as reasonably necessary.

8

The Company's products viz. Air Coolers carry one year warranty from date of purchase by its end users. The product warranty expense has been calculated based on past historical data of warranty cost incurred by Company.

9

Previous year figures have been rearranged/ regrouped wherever necessary to make them comparable with the figures of the current year.


Jun 30, 2014

(Rs.in Lac)

Particulars 2013-14 2012-13

Note 1 CONTINGENT LIABILITIES

a) Claims against the Company not acknowledged as debt. 13.34 11.91

b) Demand on account of sales tax assessment raised against the 0.86 4,429.67 Company for the various years but the same is not acknowledged as debt hence, not provided for. Appeals are pending

c) Income Tax matters not acknowledged as debts 37.95 78.15

d] Demand under disputed central excise matter, Appeals are being 132.10 341.50 filed.

e) Estimated amount of contracts remaining to be executed on 295.85 85.02 capital account and not provided for

Income Tax

The Income- Tax assessments of the Company have been completed up to Assessment Year 2010-11. The Company has filed appeal against the demand of Rs.37.95 Lac raised for Assessment Year 2010-11. Based on the decisions of the Appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision has been made.

Note 2

(a) Primary Segment:

The Company has identified two primary segment namely Home Appliances and Corporate Funds so as to know financial efficiency of core business i.e. Home Appliances and Corporate Funds Segment which consists of surplus investments.

Note 3 SUBSIDIARIES

Following are the subsidiaries and step down subsidiaries of the Company

(i) Symphony Aircoolers Inc, USA (Subsidiary)

(ii) Sylvan Holdings Pte. Ltd., Singapore (Subsidiary)

(iii) IMPCO S DE RL DE CV, Mexico (Subsidiary of Subsidiary)

(iv) Symphony USA INC., USA (Subsidiary of Subsidiary)

Note 4 FASFS

The Company has operating lease for various premises which are renewable on a periodic basis and cancellable at its option. Rental expenses for operating lease are charged to Statement of Profit and Loss for the year Rs.146.75 Lac (Previous year Rs.86.07 Lac).

Note 5 EMPLOYEE BENEFITS

The Present value of gratuity obligations is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation

Note 6 LEAVE ENCASHMENT

As per the policy followed by the Company, all the leaves are enjoyable in the financial year itself. Therefore there is no liability of leave encashment existing at the end of the year. Accordingly no provision is made for leave encashment.

Note 7

There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 30th June,2014. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

Note 8

In the opinion of the board, Current Assets, Loans and Advances are approximately, stated at the value, if realised in ordinary course of business. Provisions for all known liabilities are provided for in full and the same are adequate and not in excess of the amount considered as reasonably necessary.

Note 9

Previous year figures have been rearranged/ regrouped wherever necessary to make them comparable with the figures of the current year


Jun 30, 2013

(Rs.in Lacs)

Particulars 2012-13 2011-12

Note 1 Contingent Liabilities

a) Claims against the company not acknowledged as debt. 11.91 11.05

b) Demand on account of sales tax assessment raised against the 4,429.67 2,252.90 company for the various years but the same is not acknowledged as debt hence, not provided for. Appeals are pending.

c) Income Tax matters not acknowledged as debts 78.15 78.15

d) Demand under disputed central excise matter, Appeals are being 341.50 356.50 filed.

e) Bank Guarantee 5.50

f) Estimated amount of contracts remaining to be executed on capital 85.02 4.54 account and not provided for Sales Tax

The Contingent Liability towards sales tax is Rs.4,429.67 lacs (previous year Rs.2,252.90 lacs). During the year the Hon''ble Gujarat VAT Tribunal vide its order dt. January 10, 2013 upheld Sales tax liability and interest thereon, although penalty has been quashed. Considering interest liability up to June 30, 2013; the total demand would be Rs.4,425 lacs for the years, 1993-94, 1994-95, 1995-96, 1997-98 and 1999-2000.

The Rectification Application filed by the company against the said order dt. January 10, 2013 has been admitted and the same is pending before the said Tribunal. This disputed demand is on account of Sales Tax department, Gujarat, treating branch transfer and sales outside Gujarat as local sales, for lack of F and C forms. These forms were destroyed along with other records as they were kept in basement storage, which was flooded during the heavy rain of 20 inches on July 13, 2000 in Ahmedabad. This demand is despite the company having paid sales tax in respective states on such branch transfers and sales out of Gujarat. The Government of Gujarat has issued a circular dt. October 18, 2005 to the Commissioner of Sales Tax to grant relief for records destroyed in the floods on July 13, 2000. Hon''ble Commissioner of Sales Tax has granted administrative relief in the past in cases of such calamities. As advised by legal counsel, considering the merits of the case, no provision is required to be made in the books of accounts. The company''s VAT/Sales tax assessments in the state of Gujarat are completed up to the year 2008-09. There is no other pending demand for any year in Gujarat state except above.

Income Tax

The Income-Tax assessments of the Company have been completed up to Assessment Year 2009-10. The Company has filed appeal against the demand of Rs.78.15 lacs raised for Assessment Year 2009-10. Based on the decisions of the Appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision has been made.

Note 2 Subsidiaries

Following are the subsidiaries and step down subsidiaris of the Company

(i) Symphony Aircoolers Inc, USA (Subsidiary)

(ii) Sylvan Holdings Pte. Ltd., Singapore (Subsidiary)

(iii) IMPCO S DE RL DE CV, Mexico (Subsidiary of Subsidiary)

(iv) Symphony USA INC., USA (Subsidiary of Subsidiary)

Note 3 Leases

The company has operating lease for various premises which are renewable on a periodic basis and cancellable at its option. Rental expenses for operating lease are charged to Statement of Profit and Loss for the year Rs.86.07 Lacs (Previous year Rs.230.31 Lacs).

Note 4 Leave encashment

As per the policy followed by the company, all the leaves are enjoyable in the financial year itself. Therefore there is no liability of leave encashment existing at the end of the year. Accordingly no provision is made for leave encashment.

Note 5

There are no Micro and Small Enterprises, to whom the company owes dues, which are outstanding for more than 45 days as at 30th June,2013. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act,2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

Note 6

In the opinion of the board, Current Assets, Loans and Advances are approximately, stated at the value, if realised in ordinary course of business. Provisions for all known liabilities are provided for in full and the same are adequate and not in excess of the amount considered as reasonably necessary.

Note 7

Company gives one year warranty on certain components of its products. The expenses on the warranty as and when incurred are charged to the Statement of Profit and Loss.

Note 8

Previous year figures have been rearranged/ regrouped wherever necessary to make them comparable with the figures of the current year.


Jun 30, 2012

The Company has only one class of shares referred to as equity shares having a par value of Rs. 2/-. Every holder of equity shares is entitled to one vote per share.

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended June 30, 2012, the amount of dividend per share recognised as distribution to equity shareholders was Rs. 5.50. The total dividend appropriation proposed for the year ended June 30, 2012 amounted to Rs. 2,235.91 lacs including dividend distribution tax of Rs. 312.09 lacs.

*As approved in the last annual general meeting held on November 30, 2011, the company has subdivided (split) the equity shares each of Rs. 10/-(Rs. Ten only), fully paid up into 5 equity shares each of Rs. 2/- (Rs. Two only) fully paid up, with effect from February,18,2012. Hence, the number of shares disclosed above are computed for the current year and recomputed for the previous year based on the revised face value of Rs. 2/- each.

Cash and Bank balances as of June 30, 2012 include restricted cash and bank balances of Rs. 966.84 lacs (Previous year Rs. 186.02 lacs). The restrictions are primarily on account of cash and bank balances held as margin money deposits against guarantees.

The deposits maintained by the Company with banks comprise of time deposits, which can be withdrawn by the Company at any point without prior notice or penalty on the principal.

As approved in the last annual general meeting held on November 30, 2011, the company has subdivided (split) the equity shares each of Rs. 10/-(Rs. Ten only), fully paid up into 5 equity shares each of Rs. 2/-(Rs. Two only), fully paid up, with effect from February, 18, 2012. Hence, the basic and diluted EPS and number of shares disclosed above are computed for the current year and recomputed for the previous year, based on the revised face value of Rs. 2/- each.

(1) The revised Schedule VI as notified under the Companies Act, 1956, has become applicable to the Company for presentation of its financial statements for the year ended June 30, 2012. Requirements of the revised Schedule VI has significantly modified the presentation and disclosures which have been complied with in these financial statements. Previous year figures have been reclassified in accordance with requirements of the current year.

(2) Contingent Liabilities (Rs.in Lacs)

2011-12 2010-11

a) Claims against the company not acknowledged as debt. 11.05 11.05

b) Demand on account of sales tax assessment raised against the company for various years but the same is not acknowledged as debt hence, not provided for. Appeals are pending. 2,252.90 2,254.10

c) Income Tax matters not acknowledged as debts. 78.15 -

d) Demand under disputed central excise matter, Appeals are being filed. 356.50 242.50

e) Estimated amount of contracts remaining to be executed on capital account and not provided for. 4.54 -

Sales Tax

The Contingent Liability towards sales tax is Rs. 2,252.90 lacs (previous year Rs. 2,254.10 lacs). The amount of Rs. 2,246.57 lacs (out of Rs. 2,252.90 lacs) is demand by Sales Tax department, Gujarat for the years, 1993-94, 1994-95, 1995-96, 1997-98 and 1999-2000. This is on account of Sales Tax department, Gujarat, treating branch transfer and sales outside Gujarat as local sales, for lack of F and C forms. These forms have been completely destroyed alongwith other records as they were kept in basement storage, which was flooded during the heavy rains of 20" on July 13, 2000 in Ahmedabad. This demand is despite the company having paid sales tax in respective states on such branch transfers and sales out of Gujarat. The Government of Gujarat has issued a letter dated 18.10.2005 to the Commissioner of Sales Tax to grant relief for records destroyed in this instance. Hon'ble Commissioner of Sales Tax has granted administrative relief in the past in cases of such calamities. The matter is now pending before the Appellate authority. As advised by legal counsel, considering the merits of the case, no provision is required to be made in the books of accounts.

The company's VAT/Sales tax assessments in the State of Gujarat are completed up to the year 2007-08. There is no other demand pending for any year in Gujarat state except above.

Income Tax

Income- Tax assessments of the Company have been completed up to Assessment Year 2009-10. The Company has filed appeal against the demand of Rs. 78.15 lacs raised for Assessment Year 2009-10. Based on the decisions of the Appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly, no provision has been made.

(3) Subsidiaries

Following are subsidiaries and step down subsidiaries of the Company:

i) Symphony Aircoolers Inc, USA (Subsidiary)

ii) Sylvan Holdings Pte. Ltd., Singapore (Subsidiary)

iii) IMPCO S DE RL DE CV, Mexico (Subsidiary of Subsidiary)

iv) Symphony USA Inc., USA (known as Impco Aircooler Inc, Prior to 12-04-2012) (Subsidiary of Subsidiary)

The company does not have any financial lease. The lease term is renewable at mutual agreement of both the parties. There is no escalation clause in the lease agreement. There are no restrictions imposed by the lease agreement. There are no sub leases.

(4) Employee Benefits

The Present value of gratuity and leave encashment obligations is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

(5) Leave encashment

As per policy followed by the Company, all the Leaves are enjoyable in the financial year itself. Therefore, there is no liability of leave encashment existing at the end of the year. Accordingly, no provision is made for leave encashment.

(6) There are no Micro and Small Enterprises, to whom the company owes dues, which are outstanding for more than 45 days as at 30th June, 2012. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

(7) In the opinion of the board, Current Assets, Loans and Advances are approximately, stated at the value, if realised in ordinary course of business. Provisions for all known liabilities are provided for in full and the same are adequate and not in excess of the amount considered as reasonably necessary

(8) As the company's business model is such that the excise duty payable by the company is negligible, it is not shown separately.

(9) Company gives one year's warranty on certain components of its products. The expenses on the warranty as and when incurred are charged to the Statement of Profit and Loss.

(10) Previous year figures have been rearranged/ regrouped wherever necessary to make them comparable with the figures of the current year.


Jun 30, 2010

(1) Contingent Liabilities (RS IN Lacs)

PARTICULARS 2009-10 2008-09

a) Claims against the company not acknowledged as debt. 11.18 11.18

b) Demand on account of sales tax assessment raised against the company for the various years but the same is not acknowledged as debt hence, not provided for Appeals are pending. 5.33 23.43

(2) Employee Benefits

The Present value of gratuity and leave encashment obligations is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

(3)Leave encashment

As per the policy followed by the company there is no vesting benefit of leave encashment at the end of the year. Therefore there is no liability of leave encashment existing at the end of the year. Accordingly no provision is made for leave encashment.

(4)There are no Micro and Small Enterprises, to whom the company owes dues, which are outstanding for more than 45 days as at 30th June,2010. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

(5) In the opinion of the board, Current Assets, Loans and Advances are approximately , stated at the value, if realised in ordinary course of business. Provisions for all known liabilities are provided for in full and the same are adequate and not in excess of the amount considered as reasonably necessary.

(6) Previous year figures have been rearranged/ regrouped wherever necessary to make them comparable with the figures of the current year.


Jun 30, 2009

(1) Contingent Liabilities (Rs. In Lacs)

Sr. No. Particulars 2008-09 2007-08

a) Claims against the company not acknowledged as debt. 11.18 11.15

b) Income-tax Department had raised demand for A.Y. 2002-03, Company had filed appeal against the said disputed demand and penalty which has been now adjudged in favour of the company (see note below). - 1209.42

c) Demand on account of sales tax assessment raised against the company for the various years but the same is not acknowledged as debt hence, not provided for. * Appeals are filed against the same and appellate authority has set aside the impugned orders and remanded back the matters for which matter is under progress (see note below). 23.43 2270.46

Income Tax

At the beginning of the year under review, the contingent liabilities for income tax demand of Rs.306.45 lacs (A.Y. 2002-03) and the penalty u/s 271 (1 )(c) of the Income Tax Act for A.Y. 2002-03, amounting to Rs.902.97 Lacs were shown and appeals for both the demands were pending before the Income Tax Tribunal. During the year, the appeal for income tax demand of Rs.306.45 lacs (A.Y. 2002-03) and appeal for penalty u/s 271(1)(c) of the Income Tax Act for (A.Y. 2002-03) for Rs.902.97 Lacs was disposed off and decided in favor of the company by the Honble Income Tax Appellate Tribunal. Hence, both the disputed demands have been reduced from the contingent liabilities for income tax. Further the Honble BIFR, in its sanctioned scheme has also directed to the Directorate General of Income Tax to grant various relief & concessions to the company, which inter alia contain the aforesaid demands for disputed tax and penalty.

The above said Income tax Tribunal order was also applicable for A.Y. 2003-04 which nullified the demand of Rs.28.64 Lacs for which Company had made provision in 2007-08 and now same demand has been reversed against disputed demand of Income Tax of Rs.28.64 Lacs for the year A.Y. 2003-04

Sales Tax

The Contingent Liabilities for the year under review towards Sales Tax are Rs.23.43 Lacs,(Previous year Rs.2270.46 Lacs). The disputed Sales Tax demand of Rs. 2246.57 Lacs (on account of demand of tax Rs. 912.85 lacs, penalty of Rs.676.47 lacs and interest of Rs.657.25 lacs) was raised by the Sales Tax Department of Gujarat. The Sales Tax Department of Gujarat had carried out assessments for the F.Y.93-94 to F.Y.95-96, F.Y.97-98 and F.Y.99-2000 (5 years) and raised a total demand of Rs. 2246.57 Lacs in respect of Central Sales Tax mainly for want of "C" forms and "F" forms. All the books of accounts and other relevant records including declarations, "C" Forms, "F" Forms etc. were completely destroyed due to heavy rain fall in the Ahmedabad city & Gujarat on 13th July, 2000. The view of Assistant Commissioner of Sales tax is not tenable as the Honorable Commissioner of Sales tax has granted administrative relief in the past in cases of such natural or manmade or accidental calamities like fire or flood etc. The Finance Secretary of the State of Gujarat has also issued a letter dated 18.10.2005 to the Commissioner of Sales Tax on considering other available information like F.I.R., Panchnama, Fire Brigade Certificate, Survey Report of District Collector, Affidavit etc. in case of above flood as proof of damage, to complete such assessment u/s 41(2) of the Act by accepting return filed by the assesses. Assessment orders for the aforesaid five years raising total demand of Rs.2246.57 Lacs were passed prior to issue of letter dated 18.10.2005 of Finance Secretary, State of Gujarat. The Honble VAT Tribunal has set aside the impugned orders and remanded back the matter to the Department to consider the matter on the merit in line with the relief available under the letter dated 18.10.2005 from the Finance Department, Gujarat Government addressed to the Commissioner of Sales Tax. The matter is under progress.

Further the Honble BIFR, in its sanctioned scheme has also directed the Government of Gujarat to grant relief to the company to complete the pending assessments by accepting the returns filed by the company and without raising further demand. In view of the direction in the letter dated 18.10.2005 of the Finance Department, Gujarat, Order of Gujarat VAT Tribunal and Order of Honble BIFR and as legally advised, neither provision nor contingent liability is required to be made / shown for disputed demand aggregating to Rs.2246.57 Lacs. Further during the year, the Gujarat Sales Tax Department has raised demand for the year 2005-06 for Rs. 8.60 lacs against which appeal preferred by the company is pending. As legally advised, no provision is required to be made for disputed demand aggregating to Rs.8.60 Lacs.

During the year under review, Demand of Rs.23.89 Lacs for Cuttuck Branch, (Orissa) have been quashed and a fresh assessment demand was reduced by Rs.22.80 Lacs and against balance amount of Rs.1.09 Lacs company has preferred an Appeal. During the year, there is a fresh demand of Rs. 13.74 Lacs for various matters for which no provision has been made.

(2) Bad Debts Recovered

As was explained in the Annual Reports of 2000-01 and 2001-02, the Company had been dealing with various Regional Distributors since 1989. Over the years the said distributors had accumulated losses and hence their outstanding payable to the company kept on mounting. Finally in 2001-02, after taking experts opinion, the company decided to write-off the amount totaling to Rs.2579.90 Lacs which the distributors were unable to pay.

However, since the said distributors had an established distribution network without which the company would have been unable to carry on its business, the company had to continue business with them, although on renewed terms of strictly no credit. Over the last five years, in the process, the company has gradually established its own distribution network and these distributors have also started making profits. Now, the company has appointed its own employees throughout the country and set up its own marketing and service network and has stopped dealing through the regional distributors. In response to continued efforts by the company to recover past dues, the distributors have approached the company to settle their outstanding dues (which the company had written-off) in an amicable manner. The matter was referred to an arbitrator and the appointed arbitrator was an Ex. Justice of Gujarat High Court and Ex. Chairman of MRTP Commission. The arbitration award was passed on 27th April, 2009. As per the award the Company was to recover sizeable amount of the disputed dues from Regional Distributors and accordingly has recovered Rs. 1976.70 Lacs and the same has been shown as the Income for the year under review and Income Tax liability has been provided for.

Segment Capital Employed

Assets used in the companys business and liabilities contracted have not been identified to any of the reportable segments, as they are used interchangeably between segments, the company believes that it is currently not practicable to provide segment disclosures relating to Capital employed.

(3) Subsidiaries

Following are the subsidiaries of the Company

(i) Symphony Aircoolers lnc,USA

(ii) Sylvan Holdings Pte Ltd., Singapore

(11) The company has operating lease from various premises which are renewable on a periodic basis and cancellable at its option. Rental expenses for operating lease are charged to Profit and Loss Account for the year Rs. 27.05 Lacs (Previous year Rs. 19.52 Lacs).

Not later than one year Rs. 27.05 Lacs (Previous year Rs. 19.52 Lacs).

Not later than five year Rs. Nil (Previous year Rs. Nil).

The company does not have any financial lease.

(4) Leave encashment

As per the policy followed by the company there is no vesting benefit of leave encashment at the end of the year. Therefore there is no liability of leave encashment existing at the end of the year. Accordingly no provision is made for leave encashment.

(5) The Company has not provided excise duty of Rs 0.23 lacs (Previous year Rs 3.55 lacs) on Finished goods lying in the Bonded Store room at the Factory. However, this transaction has no impact on the result for the year.

(6) The amount overdue to the suppliers covered under Micro,Small and Medium Enterprises Development Act,2006 could not be ascertained in view of insuffcient information from suppliers regarding their status.

(7) In the opinion of the board, Current Assets, Loans and Advances are approximately , stated at the value, if realised in ordinary course of business. Provisions for all known liabilities are provided for in full and the same are adequate and not in excess of the amount considered as reasonably necessary.

(8) Previous year figures have been rearranged/ regrouped wherever necessary to make them comparable with the figures of the current year.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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