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Notes to Accounts of Banco Products (India) Ltd.

Mar 31, 2018

1 Securities premium

Securities premium reserve represents premium received on equity share issued,which can be utilised only in accordance with the provisions of the companies Act, 2013 (the Act) for specified purposes.

2 Capital reserve

Capital reserve represent reserve created pursuant to the business combinations upto year end.

3 Revaluation reserve

Revaluation reserve represents reserve created on revaluation of some of property, plant and equipment (PPE) of the company which can be transfer to general reserve only on disposal of those assets

4 General reserve

General reserve is created from time to time by transfering profits from retain earning and can be utilised for purposes such as dividend pay out, bonus issued etc.and it is not an item of other comprehensive income.

5 Other comprehensive income (OCI)

OCI presents the cumulative gain and losses arising on the revaluation of equity instruments measured at fair value through other comprehensive income (FVTOCI), under an irrevocable options, net of amount reclassified to retained earnings when such assets are disposed off.

6. EMPLOYEE BENEFITS

(a) Defined contribution plan

The company makes contribution towards recognized providend fund to defined contribution retirement benefit plan for qualifying employee. Under the plan, the company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefit.

The company has recognized an amount of Rs. 135.47 Lakhs (31^st March, 2017 - Rs.102.45 Lakhs) as expense under the defined contribution plan in the statement of profit and loss for the year.

(b) Defined benefit plan

The company makes annual contributions to employees group gratuity with lic, a funded defined benefit plan for employees of the company.

Actuarial value of plan assets and the present value of the defined benefit obligations for gratuity were carried out as on 31st March every year.the present value of the defined benefit obligations and the related current service cost and past service cost were measured using the projected unit credit method,which recognizes each period of service as giving rise to additional unit of benefit entitlement and measures each unit separately to built up the final obligation.

(c) OTHER EMPLOYEE BENEFITS

The liabilities for leave encashment based on actuarial valuation as at the year ended on 31st March 2018 is Rs.237.35 Lakhs (31st Marchâ17, Rs.201.90 Lakhs, 31st Marchâ16 Rs.163.65 Lakhs).

7. SEGMENT INFORMATION

In accordance with para-4 of Ind AS-1 08 âOperating Segmentâ, the company has presented segment information only on the basis of consolidated financial statement (ref note no 35 of consolidated financial statement)

8. EXPENDITURE RELATED TO CORPORATE SOCIAL RESPONSIBILITY AS PER SECTION 135 OF THE COMPANIES ACT, 2013 READ WITH SCHEDULE VII THERE OF:

(a) Gross amount required to be spent (refer note below) by the company during the year Rs.191.15 Lakhs (31st March, 2017 Rs.252.82 Lakhs).

(c) Related party transaction in relation to Corporate Social Responsibility Rs.10.27 Lakhs (31st March, 2017 Rs.27.46 Lakhs) to Banco Product Trust Registration No-E/7946/VADODARA.

9. FIRST TIME ADOPTION OF Ind AS

These are the Companyâs first financial statements prepared in accordance with Ind AS. The significant accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended 31^st March, 2018, the comparative information presented in these financial statements for the year ended 31st March, 2017, and in the preparation of an opening Ind AS balance sheet as at 1st April, 2016 (the Companyâs date of transition). In preparing its opening Ind AS Balance Sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and the other relevant provisions of the Act (previous IGAAP or Indian IGAAP).

Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions applied in the transition from previous IGAAP to Ind AS

Ind AS optional exemptions

(i) Business combinations

The Company has elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date.

Business Combinations occuring prior to the transition date have not been restated.

The Company has elected not to apply Ind AS 21 retrospectively to fair value adjustment and goodwill arising in business combination that occurred prior to the transition date

(ii) Deemed cost

The Company has elected to measure all of its property, plant and equipment at their previous IGAAP carrying value i.e deemed cost.

(iii) Investments in subsidiaries.

The Company has elected to measure all of its investments in subsidiaries, at their previous IGAAP carrying value.

An explanation of how the transition from previous IGAAP to Ind AS has affected the Companyâs financial position, financial performance and cash flows is set out in the following tables and notes.

Reconciliations

The following reconciliations provides the effect of transaction to Ind AS from IGAAP in accordance with Ind AS 101

1. Equity as at 1st April 2016 and 31st March 2017

2. Net Profit for the year ended 31 st March 2017

Foot Notes

10. Property plant and equipments

In the financial statements prepared under Previous IGAAP, Investment Property was grouped in PPE. Under Ind AS the same is reclassified as Investment Property as required by Ind AS-40.

Under Previous IGAAP some selected Plant & Machineries were Revalued , this Revaluation Reserve is Reversed Under Ind AS , as the Company has elected to measure all of its Property, Plant and Equipment at their Previous IGAAP carring value i.e.deemed cost

11. Inventories

Under the Previous IGAAP Machinery Spares which meet the definition of PPE was included in Inventories now reclassified to CWIP of Property , Plant and Equipments as per Ind AS-2

12. Non current investment

Under the Previous IGAAP , Non Current Investment of the Company were measured at Cost less Provision for diminution (Other then temporary). Under Ind AS the Company has recognised such Investments as under

(a) Unquoted Equity Shares of Subsidiaries-At Cost

(b) Unquoted Equity Shares-at FVTOCI through an irrevocable election

13. Current investment

Under the Previous IGAAP, Current Investment of the Company were measured at Cost or fair value whichever is lower.Under Ind AS the Company has reclassified such Investments as FVTPL on the date of transition.The fair value changes are recognised in the statement of Profit and Loss.

14. Proposed dividend

In the financial statement prepared under Previous IGAAP,dividend and DDT on equity shares recommended by the Board of Directors after the end of reporting period but before the financial statements were approved for issue ,was recognised as a liability in the financial statements in the reporting period relating to which dividend was proposed.Under Ind AS ,such dividend and DDT is recognised in the reporting period in which the same is approved by the members in a general meeting.

15. Revenue from operations

In the financial Statement prepared under previous IGAAP , Cash Discount ,Commission on Sales and Promotional expenses were shown as a part of other expenses. Same is reduced from revenue from operation under Ind AS

16. Remeasurement benefit of defined benefit plan

In the financial Statement prepared under previous IGAAP , remeasurment benefit of defined plans (gratuity), arising primarily due to change in actuarial assumptions was recognised as employee benefits expenses in the statement of Profit and Loss.under Ind AS such remeasurment benefit relating to defined benefit plans is recognised in OCI as per requirement of Ind AS-19.Consequently,the related tax effect of the same has also been recognised in OCI.

17. Deferred tax

In the Financial Statement prepared under Previous IGAAP,Deffered Tax was accounted as per Income Statement approach which require creation of deferred tax Assets / Liabilities on temporary differences between taxable profit and accounting profit.Under Ind AS deferred tax is accounted as per the Balance Sheet approach which requires creation of deferred tax assets / Liabilities on temporary difference between the carrying amount of an assets / liabilities in the Balance Sheet and itâs corresponding tax base

18. Effect of Ind AS adoption on statement of cash flow for the year ended 31st March 2017

Under Ind AS-7 , Cash Credit ,which are repayable on demand and form an integral part of cash management ,are classified in cash and cash equivalents.under previous IGAAP same was shown under short term borrowing considering financing activities.

(ii) Financial instrument measured at amortised cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

The Companyâs financial liabilities comprise mainly of borrowings, trade payables and other payables. The Companyâs financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, trade receivables and other receivables.

19(A) CAPITAL MANAGEMENT

For the purpose of the Companyâs capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.As at 31st March, 2018, the Company has only one class of equity shares and has low debt. Consequent to such capital structure, there are no externally imposed capital requirements. In order to maintain or achieve an optimal capital structure, the Company allocates its capital for distribution as dividend or re-investment into business based on its long term financial plans.

20. Previous yearâs figures have been regrouped /reclassified wherever necessary to correspond with the current year classification/disclosure as per Ind AS requirement.

Mar 31, 2017

1. CORPORATE INFORMATION

Banco Products (India) Limited is a Public limited company domiciled in India and incorporated under the Indian Companies Act, 1956. Equity shares of the company are listed on two stock exchanges in India. The Company is engaged in manufacturing and selling of radiators. The company caters to both domestic and international market.

2. EMPLOYEE BENFITS

a) DEFINED CONTRIBUTION PLAN:

The Company makes contribution towards recognized provident fund to defined contribution retirement benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefit.

The Company has recognized an amount of Rs.102.45 Lakhs (P.Y. Rs.96.16 Lakhs) as expenses under the defined contribution plan in the statement of profit and loss for the year ended 31st March, 2017.

b) DEFINED BENEFIT PLAN:

The Company makes annual contributions to the Employeesâ Group Gratuity with the LIC, a funded defined benefit plan for employees of the Company.

the related current service cost and past service cost, were measured using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of benefit entitlement and measures each unit separately to build up the final obligation.

The following table sets out the status of the gratuity plan and the amounts recognized in the companyâs financial statements as at 31st March, 2017.

c) RECONCILIATION OF PRESENT VALUE OF DEFINED BENEFIT OBLIGATION FOR GRATUITY

i) OTHER EMPLOYEE BENEFITS

The liability for leave encashment based on actuarial valuation as at the year ended on 31^st March 2017 is Rs.201.90 Lakhs (P.Y. Rs.163.65 Lakhs)

3. SEGMENT INFORMATION

a) The company is only in one line of business- automobile components.

b) The Segment Revenue in the Geographical Segment considered for disclosures are as follow:

- Revenue with India includes sales to customers located within India

- Revenue outside India includes sales to customers located outside India

The company is contesting the demands and the management, including its tax advisors, believes that its position is likely to be upheld in the appellate process. No tax expenses have been accrued in the financial statements for the demands raised as above. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the companyâs financial position and result of operations.

4. INFORMATION ON RELATED PARTY TRANSACTIONS AS REQUIRED BY ACCOUNTING STANDARD (AS-18) ON RELATED PARTY DISCLOSURES FOR THE YEAR ENDED 31^st MARCH 2017.

(a) Subsidiaries:

Direct subsidiaries Name of the Company Banco Gaskets (India) limited Nederlandse Radiateuren Fabriek B.V.

Lake Mineral (Mauritius) Limited Indirect subsidiaries

i) Subsidiary of the wholly owned subsidiary, Lake Mineral (Mauritius) Limited, Mauritius

Kilimanjaro Biochem Limited

ii) Subsidiary of the wholly owned subsidiary, Nederlandse Radiateuren Fabriek B.V., Netherlands Name of the Company

NRF Thermal Engineering BV (Skopimex BV)

NRF France SARL NRF (United Kingdom) Ltd NRF Handels GMBH NRF Deutschland GMBH NRF Espana S.A.

NRF Poland Sp.z.o.o.

NRF Italia Srl NRF Switzerland AG NRF USA

(b) Key Managerial Personnel:

Name of Director/Employee Designation

Mr. Subhasis Dey Managing Director (upto 30^th April 2016)

Mrs. Himali H.Patel Whole Time Director and CFO

Mr. Sagar Pandya Company Secretary

Mr. Praveen Rao Chief Executive Officer (w.e.f 12^th November 2016)

Mr. Kiran Shetty Whole Time Director (upto 16^th January 2016)

Mr. Deep Waghela Company Secretary (upto 7^th October 2015)

(c) Company in which certain directors are common Name of Company- Banco Aluminium Limited

5. In the opinion of the management, there are no indications, internal or external which could have the effect of impairment of the assets of the Company to any material extent as at the Balance sheet date, which requires recognition in terms of Accounting Standard 28 (AS-28) on âImpairment of Assetsâ.

6. In compliance with Accounting Standard 22 (AS-22) âAccounting for Taxes on Incomeâ, the Company has recognized deferred tax arising on account of timing differences, being the difference between the taxable income and accounting income, that originates in one period and is capable of reversal in one or more subsequent period(s).

7. PURSUANT TO THE ACCOUTNING STANDARD (AS-19)- LEASE, THE FOLLOWING INFORMATION IS GIVEN :

Assets given on operating leases

a) The company has given on lease a land to a company in which certain directors are common for a period of 5 Years. The lease rentals are payable monthly in advance. The agreement is terminated during the financial year.

8. EXPENDITURE RELATED TO CORPORATE SOCIAL RESPONSIBILITY AS PER SECTION 135 OF THE COMPANIES ACT, 2013 READ WITH SCHEDULE VII THERE OF :

a. Gross amount required to be spent (refer note below) by the company during the year Rs.252.82 Lakhs (P.Y. Rs.127.81 Lakhs).

b. Amount spent during the year on :

Note :- Gross amount required to be spent includes previous year unspent amount of Rs.87.73 Lakhs âFigure in bracket represent for previous year

9. As far as balances of trade payables and trade receivables are concerned, the company has done reconciliation with major parties, pending formal confirmation.

10. Details of specified bank notes (SBN) held and transacted during the period from 08/11/2016 to 30/12/2016 as provided in the Table below

11. The board of directors at their meeting held on 22^nd May 2017 has recommended a final dividend of 200% (Rs.4/- per equity share of face value Rs.2/- each). The proposal is subject to the approval of share holders at the Annual General Meeting and if approved would result in cash out flow of Rs.3,443.12 lakhs inclusive of corporate dividend tax of Rs.582.38 lakhs.

12. Previous yearâs figures have been regrouped/reclassified wherever necessary to correspond with the current year classification/disclosure.

Mar 31, 2016

(b) Terms/rights attached to each equity share

The company has only one class of share referred to as equity share having a par value of Rs. 2 per share. Each holder of equity share is entitled to one vote per share. The company declares and pays dividend in Indian rupees. Payment of dividend is also made in foreign currency to shareholders outside India. The final dividend proposed by the board of directors is subject to approval of the shareholders in the ensuring annual general meeting.

In the unlikely event of the liquidation of the company the equity shareholders are eligible to receive the residual value of the assets of the company if any after secured and unsecured creditors of the company are paid off, in the proportion of their shareholding in the company. The board of directors as its meeting held on 29th January 2016 declared and paid an interim dividend of Rs. 0.60 (sixty paise only) per equity shares of Rs. 2 each.

A final dividend of Rs. 4/- per equity share has been recommended by Board of Directors at its meeting held on 26th May 2016, subject to the approval by the share holders at the ensuring annual general meeting.

1. EMPLOYEE BENFITS

a) DEFINED CONTRIBUTION PLAN:

The Company has recognized an amount of Rs. 96.16 lacs (Previous year Rs. 96.44 lacs) as expenses under the defined contribution plan in the statement of profit and loss for the year ended 31st March, 2016.

b) DEFINED BENEFIT PLAN:

The Company makes annual contributions to the Employeesâ Group Gratuity of the LIC, a funded defined benefit plan for employees of the Company.

Actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out for the position as of 31st March every year. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of benefit entitlement and measures each unit separately to build up the final obligation.

The following table sets out the status of the gratuity plan and the amounts recognized in the companyâs financial statements as at 31st March, 2016.

i) OTHER EMPLOYEE BENEFITS

The liability for leave encashment based on actuarial valuation as at the year ended on 31^st March 2016 is Rs. 163.65 Lacs (P.Y. Rs. 176.75 Lacs)

2. SEGMENT INFORMATION

a) The company is only in one line of business-automobile components.

b) The Segment Revenue in the Geographical Segment considered for disclosures are as follow:

- Revenue within India includes sales to customers located within India

- Revenue outside India includes sales to customers located outside India

3. INFORMATION ON RELATED PARTY TRANSACTIONS AS REQUIRED BY ACCOUNTING STANDARD (AS-18) ON RELATED PARTY DISCLOSURES FOR THE YEAR ENDED 31ST MARCH 2016 (a) Subsidiaries:

Direct subsidiaries Name of the Company Banco Gaskets (India) limited Nederlandse Radiateuren Fabriek B.V.

Lake Mineral (Mauritius) Limited Indirect subsidiaries

i) Subsidiary of the wholly owned subsidiary, Lake Mineral (Mauritius) Limited, Mauritius

Kilimanjaro Biochem Limited

ii) Subsidiary of the wholly owned subsidiary, Nederlandse Radiateuren Fabriek B.V., Netherlands Name of the Company

NRF Thermal Engineering BV (Skopimex BV)

NRF France SARL NRF (United Kingdom) Ltd NRF Handels GMBH NRF Deutschland GMBH NRF Espana S.A.

NRF Poland Sp.z.o.o.

NRF Italia Srl NRF Switzerland AG NRF USA

4. CAPITALIZATION OF EXPENDITURE

During the previous year, the company has capitalized the following expenses of revenue nature to capital work-in-progress. Consequently expenses disclosed under respective notes are net of amount capitalized.

7. PURSUANT TO THE ACCOUTNING STANDARD (AS-19) LEASE, THE FOLLOWING INFORMATION IS GIVEN: Assets given on operating leases

a) The company has given on lease a land to a company in which certain directors are common for a period of 5 Years. The lease rentals are payable monthly in advance.

b) Future lease rentals receivable as at 31st March 2016 as per the lease agreement

8. EXPENDITURE RELATED TO CORPORATE SOCIAL RESPONSIBILITY AS PER SECTION 135 OF THE COMPANIES ACT, 2013 READ WITH SCHEDULE VII THERE OF:

a. Gross amount required to be spent by the company during the year Rs. 127.81 lacs (P.Y. Rs. 149.75 lacs)

b. Amount spent during the year on: Rs. In Lacs

9. As far as balances of trade payables and trade receivables are concerned, the company has done reconciliation with major parties, pending formal confirmation.

10. Previous yearâs figures have been regrouped/reclassified wherever necessary to correspond with the current year classification/disclosure.

Mar 31, 2015

1) Corporate information

Banco Products (India) Limited is a public company domiciled in India and incorporated under the Companies Act, 1956. Equity shares of the company are listed on two stock exchanges in India. The Company is engaged in manufacturing and selling of radiators. The company caters to both domestic and international market.

1.2 Terms/rights attached to each equity share

The company has only one class of share referred to as equity share having a par value of Rs. 2 per share. Each holder of equity share is entitiled to one vote per share. The company declares and pays dividend in Indian rupees. Payment of dividend is also made in foreign currency to shareholders outside India. The dividend proposed by the board of directors is subject to approval of the shareholders in the ensuring annual general meeting. In the unlikely event of the liquidation of the company the equity shareholders are eligible to receive the residual value of the assets of the company if any after secured and unsecured creditors of the company are paid off, in the proprortion of their shareholding in the company.

2. Segment Information

The company has identified manufacturing of automobile components as its sole primary segment. Thus, the disclosure requirements as set out in Accounting Standard 17 (AS-17) "Segment Reporting" are not applicable.

3. Contingent liabilities.

31st March 2015 31st March 2014 Rs. In lacs Rs. In lacs

- Service tax and excise duty demand 396.83 329.64

- Sales tax 219.64 119.72

- Letter of credit outstanding 178.16 234.90

- Counter guarantees given to the banks in respect of various Guarantees issued by the banks to third parties 550.08 1762.09

The company is contesting the demands and the management, including its tax advisor, believes that its position is likely to be upheld in the appellate process. No tax expenses have been accrued in the financial statements for the demands raised as above. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the company's financial position and result of operations.

4. Capital and other commitments

Estimated amount of contracts remaining to be executed on capital account not provided for Rs. 941.31 Lacs (31st March 2014, Rs. 1,127.12 Lacs).

5. Related party disclosures

Name of related parties and related party relationship

A. Related parties where control exists

I. Subsidiary companies

(read with clause 32 of the listing agreement)

Banco Gaskets (India) Limited - 100%

Lake Mineral (Mauritius) Limited- 100% Nederlandse Radiateuren Fabriek Ltd-100%

II. Indirect subsidiary company

(read with clause 32 of the listing agreement)

Kilimanjaro Biochem Limited

B. Key Management Personnel

Shri Mehul K.Patel- Chairman

Mrs. Himali H. Patel- Whole Time Director and CFO

(with effect from 13th Feb. 2015)

Shri Shailesh Thakker (Upto 23rd Sept. 2014) Shri Kiran Shetty- Executive Director Shri Dinesh Kavthekar- Company Secretary (upto 30th Sep. 2014)

Shri Deep Vaghela- Company Secretary (with effect from 13th Feb. 2015)

C. Company in which certain directors are common Banco Aluminium Limited

6. As far as balances of trade payables and trade receivables are concerned, the company has done reconciliation with major parties, pending formal confirmation.

7. In compliance with the Accounting Standard (AS-2) as per accounting standard rules. The company has included excise duty on closing stock of finished goods amounting to Rs. 118.66 Lacs (31st March 2014, Rs. 83.15 Lacs) and the same has been claimed as expenditure. However this charge has no impact on the profit of the company for the year under review.

8. Maximum balance due during the year from Banco Aluminum Ltd, a company in which some of the directors are common, is Rs. 56.14 Lacs (31st March 2014, Rs. 98.14 Lacs)

9. In compliance with Accounting Standard 22 (AS-22) "Accounting for Taxes on Income", the Company has recognized deferred tax liability (net of assets) arising on account of timing differences, being the difference between the taxable income and accounting income, that originates in one period and is capable of reversal in one or more subsequent period(s).

10. Legal and professional charges include Rs. Nil Lacs (previous year Rs. 5.00 Lacs) paid to Shah and Associates, wherein some of the partners of the auditors are interested.

11. In the opinion of the management, there are no indications, internal or external which could have the effect of impairment of the assets of the Company to any material extent as at the Balance Sheet date, which requires recognition in terms of Accounting Standard 28 (AS-28) on "Impairment of Assets".

12. The company has revised the depreciation rates based on the useful life of its various fixed assets as prescribed in Part-C of Schedule II to the Companies Act, 2013. As a result, depreciation for the year ended 31st March, 2015 is higher by Rs. 220 lacs. Similarly, in case of fixed assets whose useful life has already been completed as on 1st April, 2014, the carrying value (net of residual value) of those fixed assets amounting to Rs. 43.12 (net of deferred tax Rs. 22.21 lacs) have been debited to the opening balance of General Reserve.

13. Previous year's figures have been regrouped and reclassified wherever necessary to be in conformity with the figures of the current year.

Mar 31, 2014

1) Corporate information

Banco Products (India) Limited is a public company domiciled in India and incorporated under the Companies Act, 1956. Equity shares of the company are listed on two stock exchanges in India. The Company is engaged in manufacturing and selling of radiators. The company caters to both domestic and international market.

2. Terms/rights attached to each equity share

The company has only one class of share referred to as equity share having a par value of Rs. 2 per share. Each holder of equity share is entitiled to one vote per share. The company declares and pays dividend in Indian rupees. Payment of dividend is also made in foreign currency to shareholders outside India. The dividend proposed by the board of directors is subject to approval of the shareholders in the ensuring annual general meeting. In the unlikely event of the liquidation of the company the equity shareholders are eligible to receive the residual value of the assets of the company if any after secured and unsecured creditors of the company are paid off, in the proprortion of their shareholding in the company.

# Foreign currency term loan carries interest@ 3M LIBOR plus 2%. The loan is repayable within 4 years on quarterly installments. The loan is secured by hypothecation of specific movable assets of the company by way of first charge.

# Indian rupees term loan outstanding of Rs. 500 lacs from bank carries interest base rate plus 105 bps p.a. The loan is repayable within 2 years on quaraterly installments, from the date of loan, viz. 30th January 2013.The loan is secured by hypothecation of specific movable assets of the company by way of first charge.

# Indian rupees term loan outstanding of Rs.104.00 Lacs from bank carries interest base rate plus 100 bps p.a. The Loan is repayable within 5 years including moratorium of 12 months from the date of 1st disbursement with repayment in 16 equal quarterly installments thereafter. The loan is secured 1st Exclusive charge on specific Plant & Machinery of the company.

3. Segment Information

The company has identified manufacturing of automobile components as its sole primary segment. Thus, the disclosure requirements as set out in Accounting Standard 17 (AS-17) "Segment Reporting" are not applicable.

4. Contingent liabilities.

31st March 2014 31st March 2013 Rs. In lacs Rs. In lacs

-Service tax and excise duty demand 329.64 261.44

-Sales tax 41.38 48.06

-Letter of credit outstanding 234.90 125.54

-Counter guarantees given to the banks in respect of various

Guarantees issued by the banks to third parties 1,762.09 2861.16

-Claims from employees and former employees amount uncertainable - -

-Other claims against the company not acknowledged as debts amount uncertainable - -

The company is contesting the demands and the management, including its tax advisor, believes that its position is likely to be upheld in the appellate process. No tax expenses have been accrued in the financial statements for the demands raised as above. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the company's financial position and result of operations.

5. Related party disclosures

Name of related parties and related party relationship

Related parties where control exists

a. Subsidiary companies Banco Gaskets (India) (read with clause 32 of the listing Limited-100% Lake Mineral agreement) (Mauritius) Limited-100% Nederlandse Radiateuren Fabriek B.V.-100%

b. Indirect subsidiary company Kilimanjaro Biochem Limited (read with clause 32 of the listing agreement)

c. Company under common control Banco Aluminium Limited

d. Key Management Personnel Shri Vimal K.Patel- Chairman and Whole Time Director Shri Mehul K.Patel- Vice chairman and Managing Director Shri Shailesh A.Thakker- Executive Director and Chief Financial Officer Shri Kiran Shetty- Executive Director

e. Relatives of Directors Mrs. Hasumatiben K.Patel Mr. Kush V.Patel Mrs. Pritty V.Patel

6. As far as balances of trade payables and trade receivables are concerned, the company has done reconciliation with major parties, pending formal confirmation.

7. In compliance with the Accounting Standard (AS-2) issued by the Institute of Chartered Accountants of India, the company has included excise duty on closing stock of finished goods amounting to Rs. 83.15 Lacs (31st March 2013, Rs. 103.63 Lacs) and the same has been claimed as expenditure. However this charge has no impact on the profit of the company for the year under review.

8. In compliance with Accounting Standard 22 (AS-22) "Accounting for Taxes on Income", the Company has recognized deferred tax liability (net of assets) arising on account of timing differences, being the difference between the taxable income and accounting income, that originates in one period and is capable of reversal in one or more subsequent period(s).

9. Legal and professional charges include Rs. 5.00 Lacs (P.Y. Rs. 2.50 Lacs) paid to Shah and Associates, wherein some of the partners of the auditors are interested.

10. In the opinion of the management, there are no indications, internal or external which could have the effect of impairment of the assets of the Company to any material extent as at the Balance Sheet date, which requires recognition in terms of Accounting Standard 28 (AS-28) on "Impairment of Assets".

11. The contribution to the equity capital of Lake Cements limited is in the nature of investment.

12. Pursuant to the accounting standard AS-19 Lease, the following information is given.

a) The company has given on lease its Dabhasa properties to an associate company for a period of 12 months. The lease rent is payable monthly in advance.

b) Future lease rent receivable as at 31st March 2014 as per the lease agreement

13. The Ministry of Corporate Affairs, Government of India, vide general circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

14. Previous year's figures have been regrouped and reclassified wherever necessary to be in conformity with the figures of the current year.

Mar 31, 2013

1) Corporate information

Banco Products (India) Limited is a public company domiciled in India and incorporated under the Companies Act, 1956. Equity shares of the company are listed on two stock exchanges in India. The Company is engaged in manufacturing and selling of radiators. The company caters to both domestic and international market.

2. Discontinuing operation:-

The company had transferred the Gasket Manufacturing Division/Unit having its manufacturing facility at Anakhi by way of slump sale to Banco Gaskets (India) Limited (BGIL), a wholly owned subsidiary of the company as per agreement dated 31.03.2012 with effect from 31.03.2012 for a consideration of Rs.4600 lacs.

3. Segment Information

The company has identified manufacturing of automobile components as its sole primary segment. Thus, the disclosure requirements as set out in Accounting Standard 17 (AS-17) "Segment Reporting" are not applicable.

4. Contingent liabilities.

31" March 2013 31" March 2012 Rs. in lacs Rs. in lacs

Service tax and excise duty demand 261.44 541.64

- Sales tax 48.06 24.96

Letter of credit outstanding 125.54 754.68

Counter guarantees given to the banks in respect of various

Guarantees issued by the banks to third parties 2,861.16 2,481.13

Claims from employees and former employees amount uncertainable

Other claims against the company not acknowledged as debts amount uncertainable

The company is contesting the demands and the management, including its tax advisor, believes that its position is likely to be upheld in the appellate process. No tax expenses have been accrued in the financial statements for the demands raised as above. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the company''s financial position and result of operations.

5. Related party disclosures

Name of related parties and related party relationship Related parties where control exists

1. Subsidiary companies Banco Gaskets (India) limited - 100% (read with clause 32 of the listing agreement) Lake Mjnera| (Mauritius) Limjted. 100o/o

Nederlandse Radiateuren Fabriek Ltd-100%

2. Indirect subsidiary company Kilimanjaro Biochem Limited (read with clause 32 of the listing agreement)

3. Associates- under common control Banco Aluminium Limited

4. Key Management Personnel Shri Vimal K.Patel- Chairman and Whole Time Director

Shri Mehul K.Patel- Vice chairman and Managing Director Shri Shailesh A. Thakker- Executive Director and CFO Shri Kiran Shetty- Executive Director

5. Relatives of Directors Mrs. Hasumatiben K.Patel

Mr. Kush V.Patel Mrs. Pritty V.Patel

6. Capital and other commitments

Estimated amount of contracts remaining to be executed on capital account not provided for Rs. 545.33 Lacs (31st March 2012, Rs.212.52 Lacs).

7. As far as balances of trade payables and trade receivables are concerned, the company has done reconciliation with major parties, pending formal confirmation.

8. In compliance with the Accounting Standard (AS-2) issued by the Institute of Chartered Accountants of India, the company has included excise duty on closing stock of finished goods amounting to Rs. 103.63 Lacs (31st March 2012, Rs. 67.65 Lacs) and the same has been claimed as expenditure. However this charge has no impact on the profit of the company for the year under review.

9. Capitalisation of expenditure

During the year, the company has capitalised the following expenses of revenue nature to Capital Work-in- Progress (CWIP). Consequently, expenses disclosed under respective notes are net of amount capitalised by the Company.

10. Maximum balance due during the year from Banco Aluminum Ltd, a company under the same management, is Rs. 143.02 Lacs (31s1 March 2012, f 91.41 Lacs)

11. In compliance with Accounting Standard 22 (AS-22) "Accounting for Taxes on Income", the Company has recognised deferred tax liability (net of assets) arising on account of timing differences, being the difference between the taxable income and accounting income, that originates in one period and is capable of reversal in one or more subsequent period(s).

12. Legal and professional charges include Rs.2.50 Lacs (Previous Year Rs.2.00 Lacs) paid to Shah and Associates, wherein some of the partners of the auditors are interested.

13. In the opinion of the management, there are no indications, internal or external which could have the effect of impairment of the assets of the Company to any material extent as at the Balance Sheet date, which requires recognition in terms of Accounting Standard 28 (AS-28) on "Impairment of Assets".

14. Remittance in foreign currency on account of dividend to non-resident shareholders. The details of dividend paid in respect of shares held by non-residents on repatriation basis are as under:

15. Derivative contracts entered into by the company during the year Rs.Nil (Previous year Rs.394.08 lacs) and outstanding as on 31st March, 2013 Rs. Nil (Rs. Nil, 31st March 2012)

16. The contribution to the equity capital of Lake Cement Limited is in the nature of investment.

17. The company has revalued certain assets of its Bhaili Unit which has been transferred to its SEZ Unit as per requirement of domestic transfer pricing under section 92E- 92F of the Income Tax Act 1961 .The difference of Rs. 40.63 lacs , between book value of assets of Bhaili Unit and fair value of equipments as per valuation report, has been transferred to revaluation reserve.

18. Pursuant to the accounting standard AS- 19 Lease, the following information is given.

a) The company has given on lease its Dabhasa properties to an associate company for a period of 12 months. The lease rent is payable monthly in advance.

b) Future lease rent receivable as at 31st March 2013 as per the lease agreement

19. The Ministry of Corporate Affairs, Government of India, vide general circular No. 2 and 3 dated 8th February 2011 and 21st February 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

20. Previous year''s figures have been regrouped and reclassified wherever necessary to be in conformity with the figures of the current year.

Mar 31, 2012

1) Corporate Information

Banco Products (India) Limited is a public company domiciled in India and incorporated under the Companies Act, 1956. Equity shares of the company are listed on two stock exchanges in India. The Company is engaged in manufacturing and selling of radiators and gaskets. The company caters to both domestic and international market.

2) Basis of Accounting

i) The financial statements have been prepared under the historical cost convention (except for certain fixed assets, which have been revalued) in accordance with the generally accepted accounting principles to comply with the applicable Accounting Standards as prescribed under the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956.

ii) The Company generally follows the mercantile system of accounting and recognises significant items of income and expenditure on accrual basis.

iii) Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles in India requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements.

Terms / rights attached to equity shares

The company has only one class of equity shares having par value of Rs 2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

3) Discontinuing Operation

a The Company has transferred the Gasket Manufacturing Division/Unit having its Manufacturing Facility at Anakhi by way of Slump Sale to Banco Gaskets (India) Limited (BGIL), a wholly owned subsidiary of the Company as per agreement dated 31.03.2012 with effect from 31.03.2012 for a consideration of Rs 4600 Lacs as a result of which the current year's figures of Assets & Liabilities are not strictly comparable with that of the previous year.

4) Segment Information

The Company has identified manufacturing of automobile components as its sole primary segment. Thus, the disclosure requirements as set out in Accounting Standard 17 (AS-17) "Segment Reporting" are not applicable.

5) Capital and other commitments

Estimated amount of contracts remaining to be executed on capital account not provided for Rs 212.52 Lacs (P.Y. Rs 1,064.38 Lacs).

6) Contingent Liabilities

a. Counter guarantees given to the banks in respect of various guarantees issued by the banks to third parties Rs 2481.13 Lacs (Previous Year Rs 40.33 Lacs).

b. Letter of credit opened and outstanding Rs 754.68 Lacs (P. Y. Rs 368.86 Lacs).

c. Other claims against the Company not acknowledged as debts amount unascertainable.

d. Claims from employees and former employees amount unascertainable.

e. Disputed tax liabilities:

i) Excise Duty and Service Tax Rs 541.64 Lacs (P. Y. Rs 203.73 Lacs).

ii) Income Tax Rs 75.37 Lacs (P. Y. Rs 1.19 Lacs).

iii) Sales Tax Rs 24.96 (P. Y. Nil).

7) As far as balances of Trade Payables & Trade Receivables are concerned, the Company has done reconciliation with major parties, pending formal confirmation.

8) In compliance with the Accounting Standard (AS-2) issued by the Institute of Chartered Accountants of India (ICAI), the Company has included excise duty on closing stock of finished goods amounting to Rs 67.65 Lacs (Previous Year Rs 50.06 Lacs) and the same has been claimed as expenditure. However this charge has no impact on the profit of the Company for the year under review.

9) Maximum balance due during the year from Banco Aluminum Ltd, a company under the same management, is Rs 91.41 Lacs (P.Y. Rs 7.26 Lacs)

The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance.

10) In compliance with Accounting Standard 22 (AS-22) "Accounting for Taxes on Income", the Company has recognized deferred tax liability (net of assets) arising on account of timing differences, being the difference between the taxable income and accounting income, that originates in one period and is capable of reversal in one or more subsequent period(s).

11) Legal & professional charges include 72.00 Lacs (Previous Year Rs 1.50 Lacs) paid to Shah & Associates, wherein some of the partners of the auditors are interested.

12) In the opinion of the management, there are no indications, internal or external which could have the effect of impairment of the assets of the Company to any material extent as at the Balance Sheet date, which requires recognition in terms of Accounting Standard 28 (AS-28) on "Impairment of Assets".

13) The contribution to the Equity Capital of Lake Cements Limited is in the nature of investment.

14) Previous years figures have been regrouped and reclassified wherever necessary to be in conformity with the figures of the current year which is as per Revised schedule VI.

Note

1 Foreign currency term loan carries interest @ 3 M LIBOR plus 2%. The loan is repayable within 3 years on quarterly installments. The loan is secured hypothecation of all movable assets of the Company by way of First Charge.

2 8.25% Unsecured OFCD of USD 15 Lacs carries interest of 8.25% P.A.payable annually on 31st March from the date of its allotment till conversion

3 CITI Bank loan of USD 50 Lacs carries interest @ 3 M LIBOR plus 2%. The loan is repayable within three years on quarterly installments.

Mar 31, 2011

1) Estimated amount of contracts remaining to be executed on capital account not provided for Rs. 1,064.38 Lacs (Previous year Rs. 724.98 Lacs).

2) Contingent Liabilities:

(a) Counter guarantees given to the banks in respect of various guarantees issued by the banks to third parties Rs. 40.33 Lacs (Previous year Rs. 92.74 Lacs).

(b) Letter of credit opened and outstanding Rs. 368.86 Lacs (Previous year Rs. 429.15 Lacs).

(c) Other claims against the Company not acknowledged as debts amount unascertainable.

(d) Claims from employees and former employees amount unascertainable.

(e) Disputed tax liabilities:

i) Excise Duty and Service Tax Rs. 203.73 Lacs (Previous year Rs. 193.93 Lacs).

ii) Income-tax Rs. 1.19 Lacs (Previous Year Rs. 38.06 Lacs).

3) As far as balances of creditors are concerned the Company has obtained the balance confirmations on perpetual, basis from most of the suppliers including all major suppliers. While in case of Debtors, reconciliation with major parties is done pending formal confirmation.

4) In compliance with the Accounting Standard-2 (AS-2) issued by the Institute of Chartered Accountants of India (ICAI), the Company has included excise duty on closing stock of finished goods amounting to Rs. 50.06 Lacs (Previous Year Rs. 34.80 Lacs) and the same has been claimed as expenditure. However this charge has no impact on the profit of the Company for the year under review.

5) Maximum balance due during the year from Banco Aluminum Ltd, a company under the same management, is Rs. 7.26 Lacs (Previous year Rs. 3.24 Lacs)

6) Based on the information available with the Company and relied upon by the auditors, the disclosure requirement as prescribed under the Micro, Small & Medium Enterprises Development (MSMED) Act, 2006 is as under:

7) In compliance with Accounting Standard 22 (AS-22) "Accounting for Taxes on Income", the Company has recognized deferred tax liability (net of assets) arising on account of timing differences, being the difference between the taxable income and accounting income, that originates in one period and is capable of reversal in one or more subsequent period(s).

8) The Company has identified manufacturing of automobile components as its sole primary segment. Thus the disclosure requirements as set out in Accounting Standard 17 (AS-17) "Segment Reporting" are not applicable.

9) Legal & professional charges include * 1.50 Lacs (Previous Year 0.50 Lacs) paid to Shah & Associates, wherein some of the partners of the auditors are interested.

10) In the opinion of the management, there are no indications, internal or external which could have the effect of impairment of the assets of the Company to any material extent as at the balance sheet date, which requires recognition in terms of Accounting Standard 28 (AS-28) on "Impairment of Assets".

11) Additional information pursuant to the provision of Para 3 & 4, in part II of Schedule VI to the Companies Act, 1956 (as certified by the management)

12) Previous years figures have been regrouped and reclassified wherever necessary to be in conformity with the figures of the current year.

Mar 31, 2010

1) Estimated amount of contracts remaining to be executed on capital account not provided for Rs. 724.98 Lacs (Previous year Rs. 289.43 Lacs).

2) Contingent Liabilities:

(a) Counter guarantees given to the banks in respect of various guarantees issued by the banks to third parties Rs. 92.74 Lacs (Previous year Rs. 104.99 Lacs).

(b) Letter of credit opened and outstanding Rs. 429.15 Lacs (Previous year Rs. 34.00 Lacs).

(c) Claims from one of the customers against the Company not acknowledged as debt Rs. 22.66 Lacs (Previous year Rs. 22.66 Lacs).

(d) Other claims against the Company not acknowledged as debts amount unascertainable.

(e) Claims from employees and former employees amount unascertainable.

(f) Disputed tax liabilities:

i) Excise Duty and Service Tax Rs. 193.93 Lacs (Previous year Rs. 193.53 Lacs).

ii) Income-tax Rs. 38.06 Lacs (Previous Year Rs. 13.11 Lacs).

3) As far as balances of creditors are concerned the Company has obtained the balance confirmations on perpetual basis from most of the suppliers including all major suppliers. While in case of Debtors, reconciliation with major parties are done, pending however formal confirmation.

ii) The above remuneration does not include contribution to gratuity fund and leave encashment, as this contribution is a lumpsum amount based on actuarial valuation.

iii) The computation of net profit under section 349 of the Companies Act, 1956 for the purpose of directors remuneration has not been enumerated since no commission has been paid to any of the directors of the Company.

4) In compliance with the Accounting Standard (AS-2) issued by the Institute of Chartered Accountants of India (ICAI), the Company has included excise duty on closing stock of finished goods amounting to Rs. 34.80 Lacs (Previous Year Rs. 81.25 Lacs) and the same has been claimed as expenditure. However this charge has no impact on the profit of the Company for the year under review.

5) Maximum balance due during the year from Banco Aluminum Ltd. a company under the same management, is Rs. 3.24 Lacs (Previous year Rs. 31.79 Lacs)

6) In compliance with Accounting Standard 22 (AS-22) "Accounting for Taxes on Income", the Company has recognized deferred tax liability (net of assets) arising on account of timing differences, being the difference between the taxable income and accounting income, that originates in one period and is capable of reversal in one or more subsequent period(s).

7) The Company has identified manufacturing of automobile components as its sole primary segment. Thus the disclosure requirements as set out in Accounting Standard 17 (AS-17) "Segment Reporting" are not applicable.

8) Legal & professional charges include Rs. 0.50 Lac (Previous year Rs. Nil) paid to Shah & Associates, wherein some of the partners of Auditors are interested.

9) In the opinion of the management, there are no indications, internal or external which could have the effect of impairment of the assets of the Company to any material extent as at the balance sheet date, which requires recognition in terms of Accounting Standard 28 (AS-28) on "Impairment of Assets".

10) Additional information pursuant to the provision of Para 3 & 4, in part II of Schedule VI to the Companies Act, 1956 (as certified by the management)

Notes:

a. As the Company does not come under the purview of the Industries (Development and Regulation) Act 1951, it is not considered necessary to furnish the licensed capacity.

b. Number of items contained in the set is taken as ONE.

c. Sales quantity includes destruction, free supply as samples etc. Major of CFJS productions are used as captive consumption.

11) Previous years figures have been regrouped and reclassified wherever necessary to be in conformity with the figures of the current year.

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