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Notes to Accounts of Texmaco Rail & Engineering Ltd.

Mar 31, 2023

(i) General Reserve: The General Reserve is used from time to time to transfer profit Retained Earnings for appropriation pupose. As the General Reserve is created by transfer from one component of equity to another and is not an item of other comprehensive income, items includes in the General Reserve will not be reclassifies subsequently to profit & loss

(ii) Reserve for Equity Instrument through Other Comprehensive Income (OCI): This reserve represents the cumlative gain or loss arising on net revaluation of equity instruments measured at fair value through OCI, net of amounts reclassified to the Retained Earnings when those assets have been disposed off.

(iii) Capital Reserves: The Company recoginses profit or loss on purchase, sale, issue or cancellation of the Company''s own equity instruments to Capital Reserve.

(iv) Security Premium: Security Premium Reserve issued to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act 2013

(v) Foreign currency monetary items translation difference reserve: Exchange differences arising on settlement and remeasurement of long term foreign currency monetary items are accumulated in "Foreign Currency Monetary items Translation Difference Account" and amortised over the maturity period or upto the date of settlement of such monetary items, which is earlier, and charged to the Statement of Profit and Loss.

(vi) Retained Earnings: Retained Earnings refers to the portion of net income which is retained by the corporation to be reinvested in its core business. Similarly if the Company has a loss then that loss is retained and called retained losses or accumulated losses. Retained Earnings and Losses are cumulative from year to year with losses off setting earnings.

i) Term Loan from Banks are secure against the Property, Plant and Equipments created from such Loan, remaining Term Loan from Banks are repayable as per the time line mentioned in sanction letter.

ii) Term Loans includes loan of ''3,672 lakhs secured primarily by an exclusive charge over rent receivable for the Lessee and has collateral security by way of an exclusive charge over immovable property against which the rent is receivable.

iii) Corporate Loan from Bank is secured by the way of first pari-passu on stock, book debts, other current assets (both present and future) and land and buildings of Agarpara and Belgharia along with second charge on the movable fixed assets of that particular division.

iv) Certain vehicles are acquired through Auto Loan facility and such vehicles are exclusively hypothecated in favour of respective lenders, repayable in monthly equated instalments till Jan 2025.

(i) Cash Credit facilities of respective divisions are secured by hypothecation of pari- passu first charge on stock, book debts and other current assets of that particular division (both present and future).

(ii) Cash Credit facility for Steel Foundry Division (Raipur) are further secured by first charge on the fixed assets of their respective divisions (both present and future).

(iii) Cash Credit facility Rail EPC Divisions is further secured by first pari-passu charge on the movable fixed assets of their respective division (both present and future).

(iv) Cash Credit facility for Rail EPC- Kalindee Division are further secured by way of first Pari-Passu charge on fixed deposit of ''14.49 Crores along with flats at Jaipur & Gurgaon to the working capital consortium lenders.

(v) Cash Credit Facility of HED/SF (Kolkata) Division are secured by Pari-Passu on land and buildings of Agarpara and Belgharia along with second charge on the movable fixed assets of this division.

Note 1.36 Commitments and Contingent Liabilities ^ _in \|_a^_s)
Particulars				Year Ended 31.03.2023		Year Ended 31.03.2022
(A) Commitments Estimated amount of contracts remaining to be executed on Capital Account and not provided for (Net of advance) (B) Contingent Liabilities (not provided for) in respect of: (a) Bank / Corporate Guarantees given in the normal course of Business. (b) Bonds issued to Custom Department (c) Claims under dispute (Excise, Service Tax, Income Tax and others) (d) Claims not acknowledged as debts (Amount unascertainable) (e) Income Tax assessment under appeal (Amount unascertainable)				2,938.38 1,21,838.86 92.20 18,618.86		441.90 83,870.21 92.20 12,603.84
Note1.37 Movement of Provisions during the year as required under IndAS37 Provisions, Contingent Liabilities and Contingent Assets. ^ j_n \|_akhs)
Particulars (a) Site warranty period maintenance (b) Others	Opening Provision as on 1.4.2022 183.99 2,325.31	Utilized during the year	Reversed during the year 1,405.29		Provision during the year 721.65		Closing provision as on 31.03.2023
Total	2,509.30	-	1,405.29		721.65		1,825.66
Previous Year	2,607.81	976.04	-		877.53		2,509.30

In accordance with the requirement of Ind AS 37 "Provisions, Contingent Liabilities and Contingent Assets" issued by the Companies (Accounting Standard) Rules 2006, the company has provided liability for other expenses amounting to ''721.65 lakhs (Previous Year ''877.53 lakhs).

Site warranty period maintenance: - The Company gives warranties and maintenance on certain products and services, undertaking to repair, replace and maintain the items for satisfactory working during the warranty period. Provision as at March 31,2023represents the amount of the expected cost of meeting such obligations of rectification/ replacement/maintenance. The timing of the outflow is expected to be within a period of two years.

Provision for others: - It represents liabilities related to various site expenses including contractor service charges for sites, administrative charges etc, likely to materialize in the next financial year. Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and are liable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using equivalent period government securities interest rate. Unwinding of the discount is recognized in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each balance sheet date and are adjusted to reflect the current best estimate.

Note 1.38 In the opinion of the management, current assets, loans and advances have a value on realisation in the ordinary course of business unless otherwise stated, at least to the amount at which they are stated and the provisions for all known and determined liabilities is adequately provided.

Note 1.39 Balance of debtors and loans and advances are subject to confirmation from respective parties.

J Risk Exposure

Valuations are performed on a certain basic set of pre-determined assumptions and other regulatory frameworks which may vary over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as Interest Rate risk, Liquidity Risk, Salary Escalation Risk, Demographic Risk, Regulatory Risk, Asset Liability Mismatching or Market Risk, Investment Risk etc.

Note 1.44 Leases:

The Company has taken Computers & Software on lease rental for its business operations. The agreement has a lease term of 5years,having the option to extend the lease after the expiry of such a time. The Company''s obligations under its leases are secured by the lessor''s title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets.

Note 1.49 Consumption of raw materials, components, stores, and spare parts includes profit/loss on sale thereof and exchange difference arising on Foreign Currency Transactions on account of import of Raw Materials/Stores and has been accounted under respective Revenue heads.

Note 1.50 Escalation, Insurance claims and other claims have been accounted for on accrual basis based on latest data available with the Company and where the realization of the amount is reasonably certain.

Note 1.57 Financial Risk Management Objectives and policies-

The Company''s activities expose it to Credit Risk, Liquidity Risk, Market Risk, and Equity Price Risk.

This note explains the source of risk which the Company is exposed to and how the Company manages the risk and the impact. The management of the company ensures that risks are identified, measured and mitigated in accordance with the Risk Management Policy of the company. The Board provides guiding principles on risk management and also review these risks and related risk management policies which are given as under.

The Company''s financial liabilities comprise borrowings, capital creditors and trade and other payables. The company''s financial assets include trade and other receivables, cash and cash equivalents, investments including investments in subsidiaries, loans &advances, and deposits.

A. Credit Risk - A risk that counter party may not meet its obligations under a financial instrument or customer contract, leading to a financial loss is defined as Credit Risk. The Company is exposed to credit risk from its operating and financial activities.

Customer credit risk is managed by the respective marketing department subject to the Company''s established policy, procedures and control relating to customer credit risk management. The Company reviews the creditworthiness of these customers on an on-going basis. The Company estimates the expected credit loss on the basis of past data, experience and policy laid down in this respect. The maximum exposure to the credit risk at the reporting date is the carrying value of the trade receivables disclosed in Note 1.11 as the Company does not hold any collateral as security. The Company has a practice to provide for doubtful debts as per its approved policy.

B. Liquidity Risk - A risk that the Company may not be able to settle or meet its obligations at a reasonable price is defined as liquidity risks. The Company''s treasury department is responsible for managing liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of cash credits, Term loans among others.

C. Interest Risk - Interest Risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change in market interest rates. The Company''s exposure to the risk of change in market interest rates related primarily to the company''s short term borrowing (excluding commercial paper) with floating interest rates. For all long term borrowings with floating rates, the risk of variation in the interest rates is mitigated through interest rate swaps. The Company constantly monitors the credit markets and rebalances its financing strategies to achieve on optimal maturity profile and financing cost.

D. Market Risk - A risk that the fair value of future cash flows of a financial instrument may fluctuate because of changes in market prices is defined as Marketing Risk. Such changes in the value of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes.

(i) Foreign Currency Risk - A risk that the fair value or future value of the cash flows of an forex exposure will fluctuate because of changes in foreign exchange rates is defined as Foreign Currency Risk. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s export, import and foreign currency loan/ derivatives operating activities. The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange exposure. The management monitors the foreign exchange fluctuations on a continuous basis.

(ii) Foreign currency sensitivity - The following table demonstrates the sensitivity to a reasonably possible change in USD and Euro exchange rates, with all other variables held constant. The impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Company''s exposure to foreign currency changes for all other currencies are not material.

E. Equity Price Risk - A risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in equity prices (other than those arising from interest rate or foreign exchange rate risk), whether those changes are caused by factors specific to the individual financial instruments or its issuer, or by factors affecting all similar financial instruments traded in the market is defined as Equity Price Risk.

The Company generally invests in the equity shares of the Subsidiaries, Associates, Joint Ventures and some of the group companies as part of the Company''s overall business strategy and policy. The Company manages the equity price risk through placing limits on individual and total equity investment in each of the subsidiaries and group companies based on the respective business plan of each of the companies. The Company''s investment in quoted equity instruments (other than above) is not material. For sensitivity analysis of Company''s investments in equity instruments, refer Note No. 1.04(Fair Value).

Note 1.58 Capital Management

The Company''s objective when managing capital (defined as net debt and equity) is to safeguard the Company''s ability to continue as a going concern in order to provide returns to shareholders and benefits for other stakeholders, while protecting and strengthening the Balance Sheet through the appropriate balance of debt and equity funding. The Company manages its capital structure and makes adjustments to it, in taking into consideration the economic conditions and strategic objectives of the Company.

Note 1.59 Fair Value

Carrying amounts and fair values Fair Value through Profit & Loss (FVTPL) of financial instruments, including their levels in the fair value hierarchy has been mentioned in Note No. B (ix) and has been mentioned in Note No 1.04 and Note No 1.10. All the investments which have been fair valued are classified under Level - 1.

B. Measurement of fair values

The table shown below analyses financial instruments carried at fair value, by valuation method. The different levels have been

defined below:

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

C. Valuation techniques

The following methods and assumptions were used to estimate the fair values

1) Fair value of the cash and short term deposits, current loans and advances and other current financial liabilities, short term borrowing from banks and other financial institutions and other similar items approximate their carrying value largely due to short term maturities of these instruments.

2) Long-term receivables/borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, individual creditworthiness of the customer and the risk characteristics of the financed project. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.

3) The fair value of unquoted instruments, loans from banks/financial institution and other financial liabilities are estimated by discounting future cash flows using rates currently available for debt of similar terms, credit risk and remaining maturities.

1.65 Additional Regulatory Information

1) Company has used the borrowings from banks and financial institutions for the specific purpose for which it has taken at the balance sheet date.

2) No proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act,1988 (45 of 1988) and the rules made thereunder, and company has not been declared as willful defaulter by any bank or institution or other lender.

3) To the best of the information available, the company has not entered any transactions with companies struck off under section 248 of the Companies Act,2013 or section 560 of Companies Act,1956

5) There is no income surrendered or disclosed as income during the year in tax assessment under the Income Tax Act,1961 (such as search or survey), that has not been recorded in the books of account.

6) The Company has not received any fund from any person(s) or entity(ies), including foreign entities ("Funding Party") with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the ultimate beneficiaries.

7) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entity ("intermediaries"), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether 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 provide any guarantee, security, or the like on behalf of the Ultimate Beneficiaries.

8) The Company has not traded or invested in crypto currency or virtual currency during the year.

Note 1.66 Previous year''s figures have been regrouped/ rearranged/ restated/ recast wherever necessary to confirm this year''s classification.

Note 1.67 Figures below ''500/- have been omitted for rounding off, ''500/- and above have been rounded off to The next ''1000/-.

In terms of our Report of even date attached herewith

Mar 31, 2018

Note 1. Related party disclosure

(a) Name of the Related Parties and Relationship

Relationship Name of the Parties Name of the Parties

2017-18 2016-17

A. Key Management Mr. S. K. Poddar, Executive Chairman Mr. S. K. Poddar, Executive Chairman Personnel ... Mr. Ramesh Maheshwari, Executive Vice Chairman

_(Retired w.e.f: 25th Sep,2016)_

Mr. D. H. Kela, Executive Director& CEO (SF) Mr. D. H. Kela, Executive Director& CEO (SF)

Mr. Sandeep Fuller, Executive Director& CEO (HEP) Mr. Sandeep Fuller, Executive Director& CEO (HEP)

Mr. A.K. Vijay, Executive Pirector (Finance) & CFO_Mr. A.K. Vijay, Executive Pirector (Finance) & CFO_

Mr. G.C.Agrawal, CEO (HEP) w.e.f: 5th Mar, 2018 _Mr. Ravi Varma, (Company Secretary)_Mr. Ravi Varma, (Company Secretary)_

B. Relative of Key Ms. Jyotsna Poddar, (Wife of Mr. S.K.Poddar) Ms. Jyotsna Poddar, (Wife of Mr. S.K.Poddar) Management Mr. AkshayPoddar, (Son of Mr. S.K.Poddar) Mr. AkshayPoddar, (Son of Mr. S.K.Poddar),

Personnel Ms. Puja Poddar, (Paughter in Law of Mr. S.K.Poddar) Ms. Puja Poddar, (Paughter in Law of Mr. S.K.Poddar)

_Ms. Shradha Agarwal, (Paughter of Mr. S.K.Poddar) Ms. Shradha Agarwal. (Paughter of Mr. S.K.Poddar)

C. Subsidiary Texmaco Hi Tech Pvt. Ltd. Texmaco Hi Tech Pvt. Ltd.

Company (100% of capital held by Company)_(100% of capital held by Company)_

Bright Power Projects (India) Pvt. Ltd. Bright Power Projects (India) Pvt. Ltd.

(55.00% of Capital held by Company)_(55.00% of Capital held by Company)_

Belur Engineering Pvt. Ltd. Belur Engineering Pvt. Ltd.

(100% of capital held by Company)_(100% of capital held by Company)_

Texmaco Pefence Systems Pvt. Ltd.

(51 % of capital held by Company)_

Texmaco Transtrak Pvt. Ltd.

(51.01 % of capital held by Company)_

TexRail SA (PTY) Ltd.

(100% of capital held by Company)

P. Joint Ventures Touax Texmaco Railcar Leasing Pvt. Ltd. TouaxTexmaco Railcar Leasing Pvt. Ltd.

(50.00% of Capital held by Company) (50.00% of Capital held by Company)

Wabtec Texmaco Rail Pvt. Ltd. Wabtec Texmaco Rail Pvt. Ltd.

(40.00% of Capital held by Company) (40.00% of Capital held by Company)

Kalindee Cobra JV Kalindee Cobra JV

Kalindee Kapoor Railcon JV Kalindee Kapoor Railcon JV

KalindeeKarthik JV KalindeeKarthik JV

Kalindee VNCJV Kalindee VNC JV

Kalindee IF&LSJV Kalindee IF&LSJV

GMRTPLKRNLJV GMRTPLKRNLJV

KalindeeRahee JV KalindeeRahee JV

Kalindee URCJV Kalindee URC JV

Bright - Kalindee JV Bright - Kalindee JV

Tata Projects - Kalindee JV Tata Projects - Kalindee JV

E. Other Related Zuari Investments Ltd. Zuari Investments Ltd.

Parties where Puke Commerce Ltd. Puke Commerce Ltd.

transaction exists Adventz Securities Enterprises Ltd. Adventz Securities Enterprises Ltd.

Zuari Global Ltd. Zuari Global Ltd.

New Eros Tradecom Ltd. New Eros Tradecom Ltd.

Master Exchange & Finance Ltd. Master Exchange & Finance Ltd.

Adventz Investments Co. Pvt. Ltd. Adventz Investments Co. Pvt. Ltd.

Adventz Securities Trading Pvt. Ltd. Adventz Securities Trading Pvt. Ltd.

Adventz Finance Pvt. Ltd. Adventz Finance Pvt. Ltd.

Eureka Traders Pvt. Ltd. Eureka Traders Pvt. Ltd.

Abhishek Holdings Pvt. Ltd. Abhishek Holdings Pvt. Ltd.

Greenland Trading Pvt. Ltd. Greenland Trading Pvt. Ltd.

Indrakshi Trading Company Pvt. Ltd. Indrakshi Trading Company Pvt. Ltd.

Zuari Management Services Ltd. Zuari Management Services Ltd.

High Quality Steels Ltd. High Quality Steels Ltd.

Lionel India Ltd. Lionel India Ltd.

Texmaco Infrastructure & Holdings Ltd. Texmaco Infrastructure & Holdings Ltd.

Indian Furniture Pvt. Ltd. Indian Furniture Pvt. Ltd.

Macfarlane & Co. Ltd. Macfarlane & Co. Ltd.

Mangalore Chemicals & Fertilizers Ltd. Mangalore Chemicals & Fertilizers Ltd.

Paradeep Phosphate Ltd. Paradeep Phosphate Ltd.

Note 2 Financial Risk Management Objectives and policies-

The Company''s activities expose it to Credit Risk, Liquidity Risk, Market Risk, and Equity Price Risk.

A. Credit Risk-A risk that counterparty may not meet its obligations under a financial instrument or customer contract, leading to a financial loss is defined as Credit Risk. The Company is exposed to credit risk from its operating and financial activities.

policy laid down in this respect. The maximum exposure to the credit risk at the reporting date is the carrying value of the trade receivables disclosed in Note 1.12 as the Company does not hold any collateral as security. The Company has a practice to provide for doubtful debts as per its approved policy.

B. Liquidity Risk- A risk that the Company may not be able to settle or meet its obligations at a reasonable price is defined as liquidity risks. The Company''s treasury department is responsible for managing liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of cash credits, Term loans among others.

C. Interest Risk- Interest Risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change in market interest rates. The Companyâs exposure to the risk of change in market interest rates related primarily to the companyâs short term borrowing (excluding commercial paper) with floating interest rates. For all long term borrowings with floating rates, the risk of variation in the interest rates is mitigated through interest rate swaps. The Company constantly monitors the credit markets and rebalances its financing strategies to achieve on optimal maturity profile and financing cost.

D. Market Risk-A risk that the fair value of future cash flows of a financial instrument may fluctuate because of changes in market prices is defined as Marketing Risk. Such changes in the value of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes.

(i) Foreign Currency Risk-A risk that the fair value or future value of the cash flows of an forex exposure will fluctuate because of changes in foreign exchange rates is defined as Foreign Currency Risk. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s export, import and foreign currency loan/ derivatives operating activities. The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange exposure. The management monitors the foreign exchange fluctuations on a continuous basis.

(ii) Foreign currency sensitivity- The following table demonstrates the sensitivity to a reasonably possible change in USD and Euro exchange rates, with all other variables held constant. The impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Company''s exposure to foreign currency changes for all other currencies are not material.

E. Equity Price Risk- A risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in equity prices (other than those arising from interest rate or foreign exchange rate risk), whether those changes are caused by factors specific to the individual financial instruments or its issuer, or by factors affecting all similar financial instruments traded in the market is defined as Equity Price Risk.

Note 3 Capital Management

B. Measurement of fair values

The table shown below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined below:

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

C. Valuation techniques

The following methods and assumptions were used to estimate the fair values

(1) Fair value of the cash and short term deposits, current loans and advances and other current financial liabilities, short term borrowing from banks and other financial institutions and other similar items approximate their carrying value largely due to short term maturities of these instruments.

(2) Long-term receivables/borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, individual credit worthiness of the customer and the risk characteristics of the financed project. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.

(3) The fair value of unquoted instruments, loans from banks/financial institution and other financial liabilities is estimated by discounting future cash flows using rates currently available for debt of similar terms, credit risk and remaining maturities.

Note 4 Recent Indian Accounting Standards (Ind AS)

Ministry of Corporate Affairs ("MCA") through Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new and amendments to Ind ASs which the Company has not applied as they are effective for annual periods beginning on or after April 1, 2018:

Ind AS 115 - Revenue from Contracts with Customers

Ind AS 115 was issued in February 2015 and establishes a five step model to account for revenue arising from contracts with customers. Under Ind AS 115 revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The new revenue standard will supersede all current revenue recognition requirements under Ind AS. The Company will adopt the new standard on the required effective date. During the current year, the Company performed a preliminary assessment of Ind AS 115, which is subject to changes arising from a more detailed on-going analysis.

Ind AS 21 - The Effect of Changes in Foreign Exchange Rates

The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The appendix explains that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. The Company does not have foreign currency transaction and hence there is no impact of this amendment on its financial statements.

Mar 31, 2017

Note 1. Employees Stock Option Scheme

The Company implemented Texmacoâs Employees Stock Option Schemes 2014, as approved by the Shareholders of the Company at their meeting held on 4th September, 2014.

Information in respect of option granted under the companyâs Employee Stock Option Scheme are as follows :

Note 2. Financial Risk Management Objectives and policies-

The Companyâs activities expose it to Credit Risk, Liquidity Risk, Market Risk, and Equity Price Risk.

The Companyâs financial liabilities comprise borrowings, capital creditors and trade and other payables. The companyâs financial assets include trade and other receivables, cash and cash equivalents, investments including investments in subsidiaries, loans & advances and deposits

A. Credit Risk- A risk that counterparty may not meet its obligations under a financial instrument or customer contract, leading to a financial loss is defined as Credit Risk. The Company is exposed to credit risk from its operating and financial activities.

Customer credit risk is managed by the respective marketing department subject to the Companyâs established policy, procedures and control relating to customer credit risk management. The Company reviews the creditworthiness of these customers on an on-going basis. The Company estimates the expected credit loss on the basis of past data, experience and policy laid down in this respect. The maximum exposure to the credit risk at the reporting date is the carrying value of the trade receivables disclosed in Note 1.11 as the Company does not hold any collateral as security. The Company has a practice to provide for doubtful debts as per its approved policy.

B. Liquidity Risk- A risk that the Company may not be able to settle or meet its obligations at a reasonable price is defined as liquidity risks. The Companyâs treasury department is responsible for managing liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Companyâs net liquidity position through rolling forecasts on the basis of expected cash flows.

The Companyâs objective is to maintain a balance between continuity of funding and flexibility through the use of cash credits, Term loans among others.

C. Market Risk- A risk that the fair value of future cash flows of a financial instrument may fluctuate because of changes in market prices is defined as Marketing Risk. Such changes in the value of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes.

(i) Foreign Currency Risk- A risk that the fair value or future value of the cash flows of an forex exposure will fluctuate because of changes in foreign exchange rates is defined as Foreign Currency Risk. The Companyâs exposure to the risk of changes in foreign exchange rates relates primarily to the Companyâs export, import and foreign currency loan/ derivatives operating activities. The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange exposure. The management monitors the foreign exchange fluctuations on a continuous basis.

(ii) Foreign currency sensitivity- The following table demonstrates the sensitivity to a reasonably possible change in USD and Euro exchange rates, with all other variables held constant. The impact on the Companyâs profit before tax is due to changes in the fair value of monetary assets and liabilities. The Companyâs exposure to foreign currency changes for all other currencies are not material.

D. Equity Price Risk- A risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in equity prices (other than those arising from interest rate or foreign exchange rate risk), whether those changes are caused by factors specific to the individual financial instruments or its issuer, or by factors affecting all similar financial instruments traded in the market is defined as Equity Price Risk.

The Company generally invests in the equity shares of the Subsidiaries, Associates, Joint Ventures and some of the group companies as part of the Companyâs overall business strategy and policy. The Company manages the equity price risk through placing limits on individual and total equity investment in each of the subsidiaries and group companies based on the respective business plan of each of the companies. The Companyâs investment in quoted equity instruments (other than above) is not material. For sensitivity analysis of Companyâs investments in equity instruments, refer Note No. 1.61 (Fair Value)

Note 3 Capital Management

The Companyâs objective when managing capital (defined as net debt and equity) is to safeguard the Companyâs ability to continue as a going concern in order to provide returns to shareholders and benefits for other stakeholders, while protecting and strengthening the Balance Sheet through the appropriate balance of debt and equity funding. The Company manages its capital structure and makes adjustments to it, in light of changes to economic conditions and strategic objectives of the Company.

Note 4 Fair Value

Carrying amounts and fair values Fair Value through Profit & Loss (FVTPL) of financial instruments, including their levels in the fair value hierarchy as mentioned in Note No. C(v) has been mentioned in Note No 1.03 and Note No 1.10. All the investments which have been fair valued are classified under Level - 1.

Note 5 Notes on Reconciliation

(i) Investment property :

Under the previous GAAP, investment properties were presented as part of Property, Plant and Equipments. Under Ind AS, investment properties are required to be separately presented on the face of the Balance Sheet. There is no impact on the total equity or profit as a result of this adjustment.

(ii) Property, Plant and Equipment:

Assets are carried at deemed cost under Ind AS.

(iii) Investments

(a) Non-Current Investment- Non- Current Investment in equities (other than associate & subsidiaries) has been shown at fair value and gain/loss thereon has been routed through Other Comprehensive Income (OCI).

(b) Current Investment- The Company has designated investments other than Investments in Subsidiary, Joint Arrangements, and Associates at Fair Value through Profit and Loss (FVTPL). Ind AS requires FVTPL investments to be measured at fair value. At the date of transition to Ind AS, difference between the fair value of investment and IGAAP carrying amount has been recognized in Retained Earnings.

(iv) Borrowings:

As per Ind AS 109, the Company has classified Foreign Currency Loans as financial liabilities to be measured at amortized cost. The Company has executed derivative contracts to hedge foreign currency risk of borrowings. The borrowings have been restated as at the date of transition.

(v) Deferred Tax:

IGAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the Balance Sheet approach, which focuses on temporary differences the carrying amount of an asset or liability in the Balance Sheet and its tax base. The application of Ind AS 12 approach has resulted in recognisation of deferred tax on new temporary differences which was not required under IGAAP.

In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, the Company has to account for such differences. Deferred Tax adjustments are recognized in correlation to the underlying transaction either in retained earnings or profit and loss respectively.

As per Ind AS 12, the Company has considered MAT entitlement credit as deferred tax asset being unused tax credit entitlement.

(vi) Proposed Dividend and Tax thereon:

Under the previous GAAP dividends proposed by the Board of Directors after the Balance Sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognized as a liability. Under Ind AS, such dividends are recognized when the same is approved by the shareholders in the general meeting. Accordingly, the liability for proposed dividend and tax thereon, included under provisions has been reversed with corresponding adjustment to retained earnings.

(vii) Revenue from Operation:

Under previous GAAP the Company used to account for its gross sale on the basis of dispatches made from its factory. Under Ind AS, the same is accounted for on transfer of all risk, reward and ownership to the customer. The corresponding impact of above transaction has been given under Inventory.

(viii) Excise Duty:

Under the previous GAAP revenue from sale of products was presented exclusive of excise duty. Under Ind AS, revenue from sale of goods is presented inclusive of excise duty. The excise duty paid is presented on the face of the Statement of Profit and Loss as part of expenses. There is no impact on the total equity and profit.

(ix) Re-measurements of Post-Employment Benefits Obligations:

Under Ind AS, re-measurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognized in other comprehensive income instead of profit or loss. Under the previous GAAP, these re-measurements were forming part of the Statement of Profit and Loss for the year. There is no impact on the total equity.

(x) Other Comprehensive Income:

Under Ind AS, all items of income and expense recognized in a period should be included in the Statement of Profit and Loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognized in profit or loss but are shown in the Statement of Profit and Loss as ''other comprehensive incomeâ includes re-measurements of defined benefit plans, effective portion of gains and losses on cash flow hedging instruments etc. The concept of other comprehensive income did not exist under previous GAAP.

(xi) Share Based Payment:

Under the previous GAAP the costs of equity-settled employee share-based plan were recognized using intrinsic value method. Under Ind AS, the cost of equity settled share-based plan is recognized based on the fair value of the options as at the grant date. There is no impact on total equity.

Mar 31, 2016

1. In the opinion of the management, current assets, loans and advances have a value on realisation in the ordinary course of business unless otherwise stated, at least to the amount at which they are stated and the provisions for all known and determined liabilities is adequately provided.

2. Balance of debtors and loans and advances are subject to confirmation from respective parties.

3. EMPLOYEES STOCK SCHEME

The Company implemented Texmaco Employee Stock Option Scheme 2014 as approved by the Shareholders of the Company at their meeting held on 4th September, 2014.

4. Escalation, insurance claims and other claims have been accounted for on accrual basis based on latest data available with the Company and where the realization of the amount is reasonably certain.

5. Consumption of raw materials, components, stores and spares parts includes profit/loss on sale thereof and exchange difference arising on Foreign Currency transactions on account of imported Raw Materials/ Stores has been accounted under respective Revenue heads.

6. Previous year figure have been regrouped/ rearranged/ restated/ recast wherever necessary to confirm this year classification.

7. Figures below Rs. 500/- have been omitted for rounding off and Rs. 500/- & above have been rounded off to the next Rs.1000/-.

Mar 31, 2015

Notes:

1. Cash Credit facilities is secured by hypothecation of 1st charge on stocks, book debts and other current assets and 2nd charge on Fixed Assets.

2. Post demerger of Heavy Engineering and Steel Foundry businesses of Texmaco Limited (now known as Texmaco Infrastructure & Holdings Limited), the first charge created on immovable property and corporate guarantee of Texmaco Infrastructure & Holdings Limited continues.

Notes:

1 In the opinion of the management trade receivables have a value on realisation in the ordinary course of business unless otherwise stated, at least to the amount at which they are stated.

2 Trade Receivables includes amount due from Texmaco UGL Rail Private Limited amounting to Rs 724.81 lakhs (Previous Year Rs. 2,786.87 lakhs) a Joint Venture.

3 Trade Receivables includes Retention Money Rs. 4,146.61 lakhs (Previous Year Rs 4,640.81 lakhs)

2014-15 2013-14 (Rs in Lakhs) (Rs in Lakhs)

(a) Commitments

Estimated amount of contracts remaining to be executed on Capital Account and not provided 183.31 804.87 for (Net of advance)

(b) Contingent Liabilities (not provided for) in respect of :

(a) Guarantees given by Banks in the normal course of Business. 32,958.39 24,956.30

(b) Letters of Credit opened by Banks in the normal course of Business. 13,565.16 6,475.81

(c) Bonds issued to Custom Department 92.20 92.20

(d) Claims under dispute (Excise Duty, Service Tax & others) 4,439.53 3,920.50

(e) Claims not acknowledged as debts (Amount unascertainable) - -

(f) Income Tax assessment under appeal (Amount unascertainable) - -

In accordance with the requirement of AS 29 "Provisions, Contingent Liabilities and Contingent Assets" issued by the Companies (Accounting Standard) Rules 2006, the company has provided liability for other expenses amounting to Rs. 162.76 lakhs (Previous Year Rs. 137.99 lakhs).

Site warranty period maintenance: - The Company gives warranties and maintenance on certain products and services, undertaking to repair, replace and maintain the items for satisfactory working during the warranty period. Provision as at 31.03.2015 represents the amount of the expected cost of meeting such obligations of rectification/ replacement/ maintenance. The timing of the outflow is expected to be within a period of two years.

Provision for others: - It represents liabilities related to various site expenses including contractor service charges for sites, administrative charges etc, likely to materialize in the next financial year.

3.

In the opinion of the management, current assets, loans and advances have a value on realisation in the ordinary course of business unless otherwise stated, at least to the amount at which they are stated and the provisions for all known and determined liabilities is adequately provided.

4.

Balance of debtors and loans and advances are subject to confirmation from respective parties.

Notes:

1. Figures in brackets are for previous financial year.

2. Due to inadequate profit during the year 2013-14, the minimum remuneration paid to Executive Directors as approved at the time of their appointment exceeded the limit under the Companies Act, 2013 for which approval of Central Government is awaited. For the current year also due to inadequate profit it has exceeded the limit for which necessary application to the Central Government shall be made, post approval of Shareholders in the ensuing Annual General Meeting.

5. EMPLOYEE BENEFITS OBLIGATION

The Company accounts for Gratuity, Leave and Provident Fund Liability at actuarial valuation at the end of the year i.e. 31st March.

Accordingly these Liabilities have been computed by the actuary as at 31st March, 2015.

Note:

(i) Figures in bracket are audited previous year figure.

(ii) Figures for current year are un-audited

6.

Escalation, insurance claims and other claims have been accounted for on accrual basis based on latest data available with the Company and where the realization of the amount is reasonably certain.

7.

Consumption of raw materials, components, stores and spares parts includes profit/loss on sale thereof and exchange difference arising on Foreign Currency transactions on account of imported Raw Materials/ Stores has been accounted under respective Revenue heads.

8.

Previous year figure have been regrouped/ rearranged/ restated/ recast wherever necessary to conform this year classification.

10.

Figures below Rs. 500/- have been omitted for rounding off and above Rs. 500/- have been rounded off to the next Rs.1000/-

Mar 31, 2014

1 In the opinion of the management trade receivables have a value on realisation in the ordi nary course of business unless otherwise stated, at least to the amount at which they are stated

2 Trade Receivables includes amount due from Texmaco UGL Rail Private Limited amounting to Rs 2,786.87 lakhs (Previous Year Rs 2,153.94 lakhs) a Joint Venture.

3 Trade Receivables includes Retention Money Rs. 4,640.81 lakhs (Previous Year Rs 4,044.58 lakhs)

2013-14 2012-13 (Rs in Lacks) (Rs in Lacks) (a)Commitments

Estimated amount of contracts remaining to be executed on Capital Account and not provided 804.87 3,672.44 for (Net of advance)

(b) Contingent Liabilities (not provided for) in respect of:

(a) Guarantees given by Banks in the normal course of Business. 24,956.30 33,127.06

(b) Letters of Credit opened by Banks in the normal course of Business. 6,475.81 5,808.28

(c) Bonds issued to Custom Department 92.20 92.20

(d) Claims under dispute (Excise Duty, Service Tax &others) 3,920.50 2,199.50

(e) Claims not acknowledged as debts (Amount unascertainable) - -

(f) Income Tax assessment re-opened (Amount unascertainable) - -

Movement of Provisions during the year as required under AS 29 prescribed by the Companies (Accounting Standard) Rules 2006

In accordance with the requirement of AS 29 "Provisions, Contingent Liabilities and Contingent Assets" issued by the Companies (Accounting Standard) Rules 2006, the Company has provided liability for other expenses amounting to Rs. 137.99 lakhs (Previous Year Rs 17.57 lacs).

Site warranty period maintenance: - The Company gives warranties and maintenance on certain products and services, undertaking to repair, replace and maintain the items for satisfactory working during the warranty period. Provision as at 31.03.2014 represents the amount of the expected cost of meeting such obligations of rectification/ replacement/ maintenance. The timing of the outflow is expected to be within a period of two years

Provision for others: - It represents liabilities related to various site expenses including contractor service charges for sites, administrative charges etc, likely to materialize in the next financial year

In the opinion of the management, current assets, loans and advances have a value on realisation in the ordinary course of business unless otherwise stated, at least to the amount at which they are stated and the provisions for all known and determined liabilities is adequately provided

Balance of debtors and loans and advances are subject to confirmation from respective parties

(a) Name of the related parties and relationship as per Accounting Standard 18

Relationship

A. Key Management Personnel Shri S. K. Poddar Executive Chairman

Shri Ramesh Maheshwari

Executive Vice Chairman

Shri D. H. Kela

Executive Director & CEO (SF)

Shri Sandeep Fuller,

Executive Director & CEO (HED)

B. Associate Company Texmaco Infrastructure & Holdings Ltd.

Kalindee Rail Nirman (Engineers) Ltd.

C. Joint Venture Texmaco UGL Rail Pvt. Ltd.

Touax Texmaco Railcar Leasing Pvt. Ltd.

D. Group Company Zuari Investments Ltd where transaction Duke Commerce Ltd.

existSi Adventz Securities Enterprises Ltd.

Zuari Global Ltd.

Adventz Investments and Holdings Ltd New Eros Tradecom Ltd. Master Exchange & Finance Ltd. Adventz Investments Co. Pvt. Ltd. Adventz Securities Trading Pvt. Ltd. Adventz Finance Pvt. Ltd. Eureka Traders Pvt. Ltd. Abhishek Holdings Pvt. Ltd. Greenland Trading Pvt. Ltd. Indrakshi Trading Company Pvt. Ltd. Zuari Management Services Ltd. High Quality Steels Ltd. Lionel India Ltd. Macfarlane & Co. Ltd.

Parties Where Control Exist 2012-13

Shri S. K. Poddar

Executive Chairman

Shri Ramesh Maheshwari

Executive Vice Chairman

Shri D. H. Kela

Whole Time Director, President & CEO

Texmaco Infrastructure & Holdings Ltd

Texmaco UGL Rail Pvt. Ltd.

Touax Texmaco Railcar Leasing Pvt. Ltd

Zuari Investments Ltd

Duke Commerce Ltd

Adventz Securities Enterprises Ltd | Zuari Global Ltd.

Adventz Investments and Holdings Ltd

New Eros Tradecom Ltd

Master Exchange & Finance Ltd

Adventz Investments Co. Pvt. Ltd

Adventz Securities Trading Pvt. Ltd

Adventz Finance Pvt. Ltd

Eureka Traders Pvt. Ltd | Abhishek Holdings Pvt. Ltd.

Greenland Trading Pvt. Ltd

Indrakshi Trading Company Pvt. Ltd

Zuari Management Services Ltd

High Quality Steels Ltd.

Lionel India Ltd | Macfarlane & Co. Ltd.

*Remuneration paid to the Whole Time Directors has exceeded the prescribed limit under Section 198 of the Companies Act 1956, for which requisite application has been made by the Company to the Central Government and the approval is awaited"

The Company accounts for Gratuity & Leave Liability at actuarial valuation at the end of the year i.e. 31st March. Accordingly these Liabilities have been computed by the actuary as at 31st March, 2014,

* Number of shares held by Texmaco Rail & Engineering Limited in Touax Texmaco Railcar Leasing Pvt. Ltd is 12649999 equity shares, whereas number of equity shares held by Touax Rail Limited is 12650001

Note: (i) Figures in bracket are audited previous year figure (ii) Figures for current year are un-audited

Escalation, insurance claims and other claims have been accounted for on accrual basis based on latest data available with the Company and where the realization of the amount is reasonably certain

Consumption of raw materials, components, stores and spares parts includes profit/loss on sale thereof and exchange difference arising on Foreign Currency transactions on account of imported Raw Materials/ Stores has been accounted under respective Revenue heads

As a part of Company''s risk management policy, the financial risks mainly relating to changes in the exchange rates are hedged by using a combination of forward contracts, besides the natural hedges

Note : The Company operates predominantly within the geographical limits of India and accordingly secondary segments have not been considered

Previous year figures have been regrouped/ rearranged/ restated/ recast wherever necessary to confirm this year classification Figures below Rs. 500/- have been omitted for rounding off and above Rs. 500/- have been rounded off to the next Rs. 1,000/-,

Mar 31, 2013

1.1

In the opinion of the management, current assets, loans and advances have a value on realisation in the ordinary course of business unless otherwise stated, at least to the amount at which they are stated and the provisions for all known and determined liabilities is adequately provided.

1.2

Balance of debtors and loans and advances are subject to confirmation from respective parties.

1.3 EMPLOYEE BENEFITS OBLIGATION

The Company accounts for Gratuity & Leave Liability at actuarial valuation at the end of the year i.e. 31st March. Accordingly these Liabilities have been computed by the actuary as at 31st March, 2013.

1.4

Sales include inter departmental transfers Rs.15,857.58 lakhs. (Previous Year Rs 13,592.62 lakhs)

1.5

Escalation, insurance claims and other claims have been accounted for on accrual basis based on latest data available with the Company and where the realization of the amount is reasonably certain.

1.6

Consumption of raw materials, components, stores and spares parts includes profit/loss on sale thereof and exchange difference arising on Foreign Currency transactions on account of imported Raw Materials/ Stores has been accounted under respective Revenue heads.

1.7

Figures below Rs. 500/- have been omitted for rounding off and above Rs. 500/- have been rounded off to the next Rs.1,000/-.

Mar 31, 2012

Note: (1) The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Accounting Standard-3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India

(2) Previous year's figures are regrouped/rearranged wherever necessary.

Notes:

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

2. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts.However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

3. Issued, Subscribed and Paid Up Capital includes 12,71,83,090 equity shares allotted on the basis of 1 equity shares in TexRail for Re 1/- each credited as fully paid-up for every 1 equity shares held by each member of Texmaco Infrastructure & Holdings Limited (formerly Texmaco Limited) on record date, without payment being received in cash.

During the year 365000 equity shares were granted to employees of the company under ESOP at a Grant Price of Rs 32.51 (including Rs 31.51 as premium per shares). Out of this 243500 equity shares were exercised by the employees of the company and balance of 121500 equity shares were lapsed.

5. Issued,Subscribed and Paid-up Capital of the company is excluding 9960 No's of Equity Shares lying in abeyance -NSDL-Transit case.

6. The dividend proposed by the Board of Directors is subject to the approval of shareholders in Annual General meeting. The Company has proposed to pay dividend amounting to Rs 2115.56 lakhs (including corporate dividend tax of Rs 295.29 lakhs).The rate of proposed dividend is Re 1/- per equity shares (Previous Year, Rs 2112.73 lakhs including corporate dividend tax of Rs 294.90 lakhs)

1 Stock as per inventories taken,valued and certified by the management.

2 Raw materials includes stock at site Rs. 78.22 lakhs. (Previous Year Rs 222.87 lakhs)

3 Mode of valuation

Inventories are valued at the lower of cost or net realisable value.In the case of manufactured goods,costs are calculated at direct material cost, conversion and other costs incurred to bring the goods to their respective present location and condition. For other inventory, cost is computed on weighted average basis.

In the opinion of the management trade receivables have a value on realisation in the ordinary course of business unless otherwise stated, at least to the amount at which they are stated.

Trade Receivables includes Retention Money Rs. 3636.52 lakhs (Previous Year Rs 2171.91 lakhs)

In accordance with the requirement of AS 29 "Provisions, Contingent Liabilities and Contingent Assets" issued by the Companies (Accounting Standard) Rules 2006, the company has provided liability for warranty and other expenses amounting to Rs. Nil Lakhs (Previous Year 60.91 lakhs).

Site warranty period maintenance: - The Company gives warranties and maintenance on certain products and services, undertaking to repair, replace and maintain the items for satisfactory working during the warranty period. Provision as at 31.03.2012 represents the amount of the expected cost of meeting such obligations of rectification/ replacement/ maintenance. The timing of the outflow is expected to be within a period of two years.

Provision for others: - It represents liabilities related to various site expenses including contractor service charges for sites, administrative charges etc, likely to materialise in the next financial year.

In the opinion of the management, current assets, loans and advances have a value on realisation in the ordinary course of business unless otherwise stated, at least to the amount at which they are stated and the provisions for all known and determined liabilities is adequately provided.

Balance of debtors and loans and advances are subject to confirmation from respective parties.

The Company accounts for Gratuity & Leave Liability at actuarial valuation at the end of the year i.e. 31st March. Accordingly these Liabilities have been computed by the actuary as at 31st March, 2012.

Company's share in the Capital Expenditure Commitments and contingent liability of the Joint Venture Ã Rs Nil. The audited accounts of JV Companies for the year ended 31st March 2012 was not available on the date of signing of Balance Sheet.

The company in Joint Venture with UGL Rail Services Limited, Australia is setting up a State-of -Art manufacturing facility christened, Texmaco UGL Rail Pvt. Limited, a 50:50 JV between the company and UGL Rail Services Limited, Australia, for manufacturing of Bogie Frames, Loco Cabs, Platforms Segment and Wagon Components etc. within its premises at Belgharia. The company during the year has supported the JV with activities, the cost of which has not been recognized in the books of accounts during the year pending finalization of the quantum of the said mobilization activities along with the lease rental for the space provided for the manufacturing facility and the same shall be provided as and when it is formally determined.

Consumption of raw materials, components, stores and spares parts includes profit/loss on sale thereof and exchange difference arising on Foreign Currency transactions on account of imported Raw Materials/ Stores has been accounted under respective Revenue heads.

The revised Schedule VI has become effective from 1st April, 2011 for preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classifications / disclosure.

Figures below Rs.500/- have been omitted for rounding off and above Rs.500/- have been rounded off to the next Rs.1000/-.

Mar 31, 2011

2010-11 2009-10 (Rs. in Lakhs) (Rs. in Lakhs)

1 Estimated amount of contracts remaining to be executed on Capital Account and not provided for (Net of advance) 2,120.12 -

2010-11 2009-10 (Rs. in Lakhs) (Rs. in Lakhs)

2 Contingent Liabilities (not provided for) in respect of:

(a) Guarantees given by Banks 38,933.43 -

(b) Letters of Credit opened by Banks 13,584.09 -

(c) Claims under dispute (excise duty & service tax) 4,323.41 -

(d) Claims not acknowledged as debts (Amount unascertainable) - -

(e) Income Tax assessment re-opened (Amount unascertainable) - -

3. The Company accounts for gratuity liability equivalent to the premium amount paid/ payable to Life Insurance Corporation of India (LIC).

4. a) Pursuant to the Scheme of Arrangement approved by the Hon'ble High Court, Calcutta, all the Assets, Liabilities, Capital

Investment Subsidy, Equity QIP Share Premium and Revaluation Reserve of Heavy Engineering and Steel Foundry businesses of Texmaco Ltd as on 1st April 2010 have been transferred to the Company at their book values and accordingly, Rs 14,008.65 lacs being the surplus of Assets over the Liabilities of the Business so demerged, after adjusting Share Capital issued by the Company, has been credited to General Reserve in terms of the Order.

b) Pursuant to the Scheme, the Company has issued 12,71,83,090 Equity Shares of Re 1 each aggregating to Rs 1,271.83 lacs to the existing shareholders of Texmaco Limited as on the record date, in the ratio of 1 fully paid up Equity Share of Re 1 each of the Company for each share of Re 1 each held in Texmaco Limited.

c) The results for the current year ended 31st March, 2011 are for "TexRail" after giving effect to the Scheme of Arrangement with Texmaco Limited as approved by the Hon'ble High Court, Calcutta whereby Heavy Engineering and Steel Foundry businesses of Texmaco Limited was demerged to the Company with appointed date of 1st April, 2010 and accordingly its previous year's figures are not comparable with the current year.

5. In the opinion of the management, current assets, loans and advances have a value on realisation in the ordinary course of business unless otherwise stated, at least to the amount at which they are stated and the provisions for all known and determined liabilities is adequately provided.

6. Balance of debtors and loans and advances are subject to confirmation from respective parties.

7. Employee Benefits Obligation :

The Company accounts for Gratuity & Leave Liability at actuarial valuation at the end of the year i.e. 31st March. Accordingly these Liabilities will be computed by the actuary as at 31st March, 2011.

8. Employees Stock Option Scheme

In respect of Stock options granted pursuant to Texmaco's Employees Stock Option Schemes 2007, on exercise of such option, the Equity Shares in Texmaco Limited and Texmaco Rail & Engineering Limited (TREL) shall be issued to the optionees in the same ratio, i.e., 1 (One) Equity Share of Re.l each in Texmaco Limited and 1 (One) Equity Share of Re.l each in TREL for every 1 (One) stock option of Re.l each held by them as on the Effective Date. The total exercise price of the options shall be split between TREL and Texmaco Limited in proportion to the net book value of the assets (i.e assets minus liabilities) transferred to TREL and retained by Texmaco Limited.

9. As per the valuation report submitted by the external valuer appointed for the purpose, the company has revalued some of its fixed assets i.e. certain Land, Building, Road, Railway siding and Plant & Machinery, of its engineering units as at 31.12.1985, after considering depreciation for the year, at net replacement cost. As a result, there has been a net increase in the book value of assets as at 31.12.1985 of Rs. 3,484.58 lakhs which has been transferred to Revaluation Reserve Account. The umamortised balance as 31st March 2011 is Rs. 1,242.01 lakhs.

10. Sales include inter departmental transfers Rs. 13,959.54 lakhs, Tax deducted at source Rs.967.86 lakhs, excess/(short) realisation of bills (net) Rs.(17.53) lakhs.

11. Escalation, insurance claims and other claims have been accounted for on accrual basis based on latest data available with the Company and where the realisation of the amount is reasonably certain.

12. Consumption of raw materials, components, stores and spares parts includes profit/loss on sale thereof.

13. Issued, Subscribed and Paid up Share Capital of the company is excluding 9960 No's of Equity Shares lying in abeyance - NSDL - Transit case

14. Figures below Rs.500/- have been omitted for rounding off and above Rs.500/- have been rounded off to the next Rs. 1,000/.

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