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Notes to Accounts of Borosil Renewables Ltd.

Mar 31, 2023

In accordance with the Indian Accounting Standard (Ind AS 36 ) on “ Impairment of Assets”, the management during the year carried out an exercise of identifying the assets that may have been impaired in accordance with the said Ind AS. On the basis of review carried out by the management, there was no impairment loss on property, plant and equipment during the year ended 31st March, 2023.

The Company has received capital subsidy of '' 159.14 Lakhs from Ministry of Electronics & Information Technology in relation to Solar Glass Plant 2. The said amount is adjusted against cost of capital assets.

The Company was eligible for subsidy under the Electronics Policy and related notifications from the Government of Gujarat. The eligible amount of Capital subsidy of '' Nil (previous year '' 1092.43 Lakhs (including interest subsidy of '' 92.80 Lakhs related to construction period)) on expansion completed in Financial Year 2019-20 had been adjusted against cost of capital assets.

The Company does not have any Capital work in progress, whose completion is overdue or exceeded its cost compared to its original plan.

There are no proceeding initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

In connection with acquisition of 86% stake in Interfloat Corporation (“Interfloat”) and GMB Glasmanufaktur Brandenburg GmbH (“GMB”) (entities engaged in the solar glass manufacturing business, sales and distribution in Europe), the Company has acquired 100% Share Capital of an overseas Company in Germany namely ''YOUCO F22-H190 Vorrats-GmbH - renamed as Geosphere Glassworks GmbH'', and has incorporated an overseas wholly owned subsidiary Company in Liechtenstein namely ''Laxman AG''. The said Companies have become wholly owned subsidiaries of the Company.

Overseas Wholly Owned Subsidiaries (“WOS”) of the Company namely, Geosphere Glassworks GmbH (“Geosphere”) and Laxman AG, have acquired 86% stake in GMB Glasmanufaktur Brandenburg GmbH (“GMB”) and Interfloat Corporation (“Interfloat”), respectively, in Europe, for an upfront consideration of EUR 7.50 million and the deferred consideration equivalent to 20% of EBIT of GMB and Interfloat, for Calendar Year 24, 25 and 26. Consequently, both GMB and Interfloat have become step-down subsidiary companies of the Company with effect from 21st October, 2022.

Additionally, an amount of EUR 1.50 million was paid to the existing minority shareholder, Blue Minds IF Beteiligungs GmbH (“Blue Minds”) as consideration against waiver by Blue Minds of its rights under the existing shareholders agreement. Geosphere has stepped-in as a creditor to Interfloat to the tune of ~EUR 2.48 million by taking over a factoring agreement executed between GMB and HS Timber Group GmbH.

The Company has signed a Power Purchase Agreement with ReNew Green (GJS Two) Private Limited (“RGPL”) whereunder RGPL as a Power Producer shall be supplying renewable power to the Company, as a Captive user and has also signed a Share Subscription and Shareholders'' Agreement (“SSSA”) with RGPL and ReNew Green Energy Solutions Private Limited (“RGESPL”) for subscribing upto 31.2% Equity Share Capital of RGPL, in cash, in one or more tranches. Pursuant to the above SSSA, RGPL has become an associate of the Company.

During the year, pursuant to exercise of the options under ''Borosil Renewables Limited - Employee Stock Option Scheme 2017'', the Company has made allotment of 1,42,900 Equity Shares (Previous Year 3,05,980 Equity Shares) of the face value of '' 1/- each, which has resulted into increase of paid up Equity Share Capital by '' 1.43 Lakhs (Previous Year '' 3.06 Lakhs) and Securities Premium by '' 453.88 Lakhs (Previous Year '' 625.14 Lakhs).

Terms/Rights attached to Equity Shares :

The Company has only one class of shares referred to as equity shares having a par value of '' 1/- per share. Holders of equity shares are entitled to one vote per share. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the annual general meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in the same proportion as the capital paid-up on the equity shares held by them bears to the total paid-up equity share capital of the Company.

21.1 Nature and Purpose of Reserve

I Capital Reserve

Capital reserve was created by way of Subsidy received from State of Gujarat and Forfeiture of shares for non payment of allotment money/call money. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

II Capital Reserve on Amalgamation

Capital Reserve on Amalgamation is created Pursuant to the scheme of arrangement. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

III Securities Premium

Securities premium is created when shares are issued at premium. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

IV Surplus arising on giving effect to BIFR Order

This surplus was recognised in pursuant to implementation of the order of Board for Industrial and Financial Reconstruction (BIFR) in respect of the scheme for the rehabilitation of the Company. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

V Share Based Payment Reserve

Share based payment reserve is created against “Borosil Employees Stock Option Scheme 2017” and will be utilised against exercise of the option by the employees on issuance of the equity shares.

VI Retained Earnings

Retained earnings represents the accumulated profits / (losses) made by the Company over the years.

VII Other Comprehensive Income (OCI) :

Other Comprehensive Income (OCI) includes remeasurements of defined benefit plans..

22.1 The above term loans from banks including current maturity of long term debts in Note No 25 includes:

I '' 1,513.44 Lakhs (previous year '' 2,017.92 Lakhs) is secured by first pari passu Equitable/ Registered mortgage charge on immoveable properties being land and building situated at Bharuch and first pari passu hypothecation charge on all existing and future current assets and Property, Plant and Equipment of the Company. Loan is repayable in 12 equal quarterly instalments ending in January, 2026. The term loan carries interest rate @ 9.05% p.a.

II '' 7,873.82 Lakhs (previous year '' 5,450.89 Lakhs) is secured by first pari passu Equitable/ Registered mortgage charge on immoveable properties being land and building situated at Bharuch and first pari passu hypothecation charge on all existing and future current assets and Property, Plant and Equipment of the Company. Loan shall be repayable in 20 equal quarterly instalments commencing from July 2023 and ending in April, 2028. The term loan carries interest rate @ 8.95% and 9.35% p.a.

III Foreign currency term loan '' 816.02 Lakhs (previous year '' 1,126.79 Lakhs) is secured by first pari passu Equitable/ Registered mortgage charge on immoveable properties being land and building situated at Bharuch and first pari passu hypothecation charge on all existing and future current assets and Property, Plant and Equipment of the Company. Loan is repayable in 26 equal monthly instalments ending in May, 2025. The term loan carries interest rate @ 2.94% p.a.

IV Foreign currency term loan '' 4,603.66 Lakhs (previous year '' Nil) is to be secured by first pari passu Equitable/ Registered mortgage charge on immoveable properties being land and building situated at Bharuch and is secured by first pari passu hypothecation charge on all existing and future current assets and Property, Plant and Equipment of the Company. Loan shall be repayable in 18 equal quarterly instalments commencing from November 2023 and ending in February, 2028. The term loan carries interest rate @ 5.88% p.a.

V '' 1,975.32 Lakhs (previous year '' 2,853.23 Lakhs) is secured by exclusive charge on the fixed asset of the Company i.e. Land and Building and hypothecation charge on all present and future, plant and machinery situated at Bharuch and current assets of the Company. Loan is repayable in 9 equal quarterly instalments ending in April, 2025. The term loan carries interest rate @ 8.00% and 8.15% p.a.

VI '' 3,339.18 Lakhs (previous year '' Nil ) is secured by exclusive charge on the fixed asset of the Company i.e. Land and Building and hypothecation charge on all present and future, plant and machinery situated at Bharuch and current assets of the Company. Loan shall be repayable in 20 equal quarterly instalments commencing from June 2024 and ending in March, 2029. The term loan carries interest rate @ 9.22% p.a.

VII '' 7,367.47 Lakhs (previous year '' 4,334.01 Lakhs) is secured by a first mortgage and charge on the Company''s immovable properties (owned), present and future being land and building situated at Bharuch and is to be further secured by way of hypothecation on the Company''s plant and machinery situated at Bharuch and charge on all existing and future current assets of the Company. Loan shall be repayable in 20 equal quarterly instalments commencing from January 2024 and ending in October, 2028. The term loan carries interest rate @ 9.40% p.a.

VIII '' 3,000.00 Lakhs (previous year Nil) is to be secured by a first pari passu charges on the Company''s movable Property, Plant and Equipment. Loan shall be repayable in 16 equal quarterly instalments commencing from April 2024 and ending in January, 2028. The term loan carries interest rate @ 8.83% p.a.

22.2 The Company has used the borrowings from banks for the specific purpose for which it was taken at the balance sheet date.

22.3 There are no charge or satisfaction thereof which are yet to be registered with ROC beyond the statutory period. Further, the Company is in process of execution of documents for securities as mentioned in note no. 22.1 and 25 as on balance sheet date.

25.1 '' 510.25 Lakhs (previous year '' Nil) is primarily secured by existing and future current assets and all plant and machinery of the Company and further secured by exclusive charge on the fixed asset of the Company i.e. Land and Building situated at Bharuch. The working facilities carries interest rate @ 9.20% p.a.

25.2 '' 253.71 Lakhs (previous year '' 21.56 Lakhs) is primarily secured by existing and future current assets and all plant and

machinery of the Company and further secured by exclusive charge on the fixed asset of the Company i.e. Land and Building

situated at Bharuch. The working facilities carries interest rate @ 9.65% p.a.

25.3 '' 900.00 Lakhs Export Packing Credit Facility from bank is primarily secured by existing and future current assets and all plant and machinery of the Company and further secured by exclusive charge on the fixed asset of the Company i.e. Land and Building situated at Bharuch. The net working facilities carries interest rate @ to 6.50% p.a.

25.4 '' 174.84 Lakhs (previous year '' Nil) is to be secured by first pari passu charge on current assets of the Company situated at Bharuch. The working facilities carries interest rate @ 8.89% p.a.

25.5 '' 4,061.99 Lakhs (previous year '' Nil) is primarily secured/to be secured by existing and future current assets and all plant and

machinery of the Company and further secured by exclusive charge on the fixed asset of the Company i.e. Land and Building

situated at Bharuch. The working facilities carries rate @ 8.00% and 8.35% p.a.

Note 38 - Contingent Liabilities and Commitments

38.1 Contingent Liabilities (To the extent not provided for) Claims against the Company not acknowledged as debts

('' in lakhs)

Particulars

As at

As at

31s1 March 2023

31st March 2022

Disputed Liabilities in Appeal (No Cash outflow is expected in the near future)

- Income Tax

201.47

232.52

- Sales Tax

588.30

588.30

- Entry Tax

85.36

85.36

- Wealth Tax (Amount paid under protest of '' 16.68 Lakhs (Previous Year '' 16.68

38.45

38.45

Lakhs)

- Cenvat Credit/Service Tax

5.89

5.89

- Others (amount paid under protest of '' 44.13 Lakhs (Previous Year '' 44.13

131.18

126.69

Lakhs)

Guarantees

- Bank Guarantees

2,126.12

1,983.22

- Standby letter of credit issued to Bank on behalf of subsidiary

5,376.46

-

Letter of Credit Outstanding

- Letter of Credit opened in favour of Suppliers

315.73

5,614.55

(Cash flow is expected on receipt of material from suppliers)

38.2 The Company received refund of '' 523.00 Lakhs including interest in previous years for transit insurance matter for extended period as mentioned by Hon''ble CESTAT, Ahmedabad in its final order no A/11490-114911 2017 dated 28.07.2017. Aggrieved by the order of the Hon''ble CESTAT, the department had filed appeals before the Hon''ble High court of Gujarat vide Tax appeals no 613-617 of 2018. The said appeals were admitted. However the Hon''ble High court has not granted any stay against operation of the order the Hon''ble CESTAT dated 28-07-2017. The Company does not expect any financial effect of the above matter under litigation.

38.3 Department has filed an appeal with Hon''ble High court of Madras against the order passed in favour of the Company with respect to wealth tax matter for an aggregate amount of '' 38.45 Lakhs the AY 1997-98 and AY 1998-99.

38.4 Management is of the view that above litigations will not materially impact the financial position of the Company.

38.5 Commitments

('' in lakhs)

Particulars

As at

As at

31st March 2023

31st March 2022

Estimated amount of Contracts remaining to be executed on Capital Account not provided for (cash outflow is expected on execution of such capital contracts)

-- Related to Property, Plant and Equipment

1,797.19

20,334.27

-- Related to Intangible Assets

50.08

96.00

-- Commitments towards EPCG License

30,043.67

21,369.60

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. In presenting the above sensitivity analysis, the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of reporting period, which is the same as that applied in calculating the defined obligation liability recognized in the balance sheet.

39.3 Risk exposures

A. Actuarial Risk: It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:

Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a rate that is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity Benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cashflow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity Benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

B Investment Risk: For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

C. Liquidity Risk: Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign/retire from the company there can be strain on the cashflows.

D. Market Risk: Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

E. Legislative Risk: Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

39.4 Details of Asset-Liability Matching Strategy:-

Gratuity Benefits liabilities of the company are Funded. There are no minimum funding requirements for a Gratuity Benefits plan in India and there is no compulsion on the part of the Company to fully or partially pre-fund the liabilities under the Plan.

The trustees of the plan have outsourced the investment management of the fund to an insurance company. The insurance company in turn manages these funds as per the mandate provided to them by the trustees and the asset allocation which is within the permissible limits prescribed in the insurance regulations. Due to the restrictions in the type of investments that can be held by the fund, it may not be possible to explicitly follow an asset-liability matching strategy to manage risk actively in a conventional fund.

39.5 The expected payments towards contributions to the defined benefit plan is within one year.

39.7 The average duration of the defined benefit plan obligation at the end of the reporting period is 9.57 years (31st March 2022 : 8.39 years).

Note 40 - Share Based Payments

The Company offers equity based option plan to its employees through the Company''s stock option plan.

Borosil Employee Stock Option Scheme (ESOS) 2017

On 2nd November, 2017, the Company had introduced a Borosil Employee Stock Option Scheme 2017 (“ESOS”), which was approved by the shareholders of the Company to provide equity settled incentive to specific employees of the Company. The ESOS scheme includes tenure based stock options. The specific Employees to whom the Options are granted and their Eligibility Criteria are determined by the Nomination and Remuneration Committee. The Company had granted 3,63,708 options to the employees on 2nd November, 2017 with an exercise price of '' 200 per share and further, 79,680 options were granted to an employee on 24th July, 2018 with exercise price of '' 254 per share. Exercise period is 5 years from the date of respective vesting of options.

On account of Composite scheme of Amalgamation and Arrangement, the Board of Directors of the Company in its meeting held on 3rd February, 2020, approved modification/amendments to the existing “Borosil Employee Stock Option Scheme 2017” with a view to restore the value of the employee stock options (“Options”) pre and post arrangement by providing fair and reasonable adjustment and sought to provide revised exercise price to the existing Option-holders, to whom old employee stock options had been granted under the ESOS 2017.

Pursuant to Composite Scheme of Amalgamation and Arrangement (Scheme), employment of these employees were transferred to Borosil Limited with effect from February 12, 2020, but in terms of clause 30 of the said scheme, their entitlement of options in the Company subsists.

The Nomination and Remuneration committee of the Board had approved adjusted exercise price of '' 72.25 per share for the options granted on 2nd November, 2017 and '' 91.75 per share for the options granted on 24th July, 2018.

During the year, the Company has granted 85,600 (previous year 1,28,000) options to employees of the Company with an exercise price as below table (previous year '' 274) per share in pursuant to the above scheme ESOS 2017. The Exercise period is 5 years from the date of vesting of respective options.

The fair values of options has been determined at the date of grant of the options. This fair value, adjusted by the Company''s estimate of the number of options that will eventually vest, is expensed over the vesting period.

The fair values were calculated using the Black-Scholes Model for tenure based options. The inputs to the model include the share price at date of grant, exercise price, expected life, expected volatility, expected dividends and the risk free rate of interest. Expected volatility has been calculated using historical return on share price. All options are assumed to be exercised within six months from the date of respective vesting.

In accordance with Ind AS 102, if the modification, on account of business combination, reduces the fair value of the equity instruments granted, measured immediately before and after the modification, the entity shall not take into account that decrease in fair value and shall continue to measure the amount recognised for services received as consideration for the equity instruments based on the original grant date fair value of the equity instruments granted.

43.2 Fair Valuation techniques used to determine fair value

The Company maintains procedures to value its financial assets or financial liabilities using the best and most relevant data available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

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

i) Fair value of cash and cash equivalents, other bank balances, trade receivables, trade payables, current loans, current borrowings, deposits and other current financial assets and liabilities are approximate at their carrying amounts largely due to the short-term maturities of these instruments.

ii) The fair values of non-current borrowings, Security Deposits, non-current loans and Margin money are approximate at their carrying amount due to interest bearing features of these instruments.

iii) Fair values of mutual fund are derived from published NAV (unadjusted) in active markets for identical assets.

iv) The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

v) Fair values of quoted financial instruments are derived from quoted market prices in active markets.

43.3 Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation

techniques:-

i) Level 1 Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities. It includes fair value of financial instruments traded in active markets and are based on quoted market prices at the balance sheet date and financial instruments like mutual funds for which net assets value (NAV) is published by mutual fund operators at the balance sheet date.

ii) Level 2 :- Inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). It includes fair value of the financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on the Company specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2.

iii) Level 3 :- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Note - 44 Financial Risk Management objective and policies

The Company is exposed to market risk, credit risk and liquidity risk. Risk management is carried out by the Company under policies approved by the board of directors. This Risk management plan defines how risks associated with the Company will be identified, analysed, and managed. It outlines how risk management activities will be performed, recorded, and monitored by the Company. The basic objective of risk management plan is to implement an integrated risk management approach to ensure all significant areas of risks are identified, understood and effectively managed, to promote a shared vision of risk management and encourage discussion on risks at all levels of the organization to provide a clear understanding of risk/benefit trade-offs, to deploy appropriate risk management methodologies and tools for use in identifying, assessing, managing and

reporting on risks, and to determine the appropriate balance between cost and control of risk and deploy appropriate resources to manage/optimize key risks. Activities are developed to provide feedback to management and other interested parties (e.g. Audit committee, Board etc.). The results of these activities ensure that risk management plan is effective in the long term.

44.1 Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: foreign currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk.

The sensitivity analysis is given relate to the position as at 31st March 2023 and as at 31st March 2022.

The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations, provisions and on the non-financial assets and liabilities. The sensitivity of the relevant Statement of Profit and Loss item is the effect of the assumed changes in the respective market risks. The Company''s activities expose it to a variety of financial risks, including the effects of changes in foreign currency exchange rates and interest rates. This is based on the financial assets and financial liabilities held as at 31st March, 2023 and as at 31st March, 2022.

(a) Foreign exchange risk and sensitivity

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities. The Company transacts business primarily in USD and EURO. The Company has obtained foreign currency loans, loan given to foreign subsidiaries, foreign currency trade payables, trade receivables and other receivables and is therefore, exposed to foreign exchange risk. The Company regularly reviews and evaluates exchange rate exposure arising from foreign currency transactions.

b) Interest rate risk and sensitivity:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company having non current borrowing in the form of Term Loan. Also, the Company is having current borrowings in the form of working capital facility. There is a fixed rate of interest in case of foreign currency Term Loan hence, there is no interest rate risk associated with this borrowing. The Company is exposed to interest rate risk associated with Term Loan and working capital facility due to floating rate of interest.

The table below illustrates the impact of a 2% increase in interest rates on interest on financial liabilities assuming that the changes occur at the reporting date and has been calculated based on risk exposure outstanding as of date. The year end balances are not necessarily representative of the average debt outstanding during the year. This analysis also assumes that all other variables, in particular foreign currency rates, remain constant.

The assumed movement in basis points for interest rate sensitivity analysis is based on the currently observable market environment.

c) Commodity price risk:

The Company is exposed to the movement in price of key consumption materials in domestic and international markets. The Company entered into contracts for procurement of material, most of the transactions are short term fixed price contract and hence Company is not exposed to significant risk.

44.2 Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading

to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its

financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting year. To assess whether there is a significant increase in credit risk, the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the operating results of the counterparty,

iii) Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations,

iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.”

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized as income in the statement of profit and loss. The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Based on the historical data, loss on collection of receivable is not material hence no additional provision considered.

a) Trade Receivables:-

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings with the Company for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. No single customer accounted for 10% or more of revenue in any of the years presented. The history of trade receivables shows a negligible provision for bad and doubtful debts. Therefore, the Company does not expect any material risk on account of non performance by any of the counterparties.

The Company has used practical expedient by computing the expected credit loss allowance for trade receivables based on provision matrix. The provision matrix taken into account historical credit loss experience and adjusted for forward looking information. The expected credit loss allowance is based on ageing of the days the receivables are due.

b) Financial instruments and cash deposits:

The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances are maintained. Credit risk from balances with bank is managed by the Company''s finance department. Investment of surplus funds are also managed by finance department. The Company does not maintain significant cash in hand. Excess balance of cash other than those required for its day to day operations is deposited into the bank.

For other financial instruments, the finance department assesses and manage credit risk based on internal assessment. Internal assessment is performed for each class of financial instrument with different characteristics.

44.3 Liquidity risk.

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times, maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company relies operating cash flows and short term borrowings in the form of working capital facility to meet its needs for funds. Company does not breach any covenants (where applicable) on any of its borrowing facilities. The Company has access to a sufficient variety of sources of funding as per requirement.

44.4 Competition and price risk

The Company faces competition from local and foreign competitors. Nevertheless, it believes that it has competitive advantage in terms of high quality products and by continuously upgrading its expertise and range of products to meet the needs of its customers..

Note 45 - Capital Management

For the purpose of Company''s capital management, capital includes issued capital, all other equity reserves and debts. The primary objective of the Company''s capital management is to maximise shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using gearing ratio, which is net debt divided by total capital (equity plus net debt). Net debt are non-current and current debts as reduced by cash and cash equivalents, free fixed deposits and current investments. Equity comprises all components including other comprehensive income.

Note 47- Disclosure on Bank/Financial institutions compliances

The quarterly statements of current assets filed by the Company with banks/financial institutions are in agreement with the books of accounts.

Note - 48 Segment Information

48.1 The Company is engaged only in the business of manufacture of Flat Glass which is a single segment in terms of Indian Accounting Standard ''Operating Segments (Ind AS-108)

48.3 No single customer has accounted for more than 10% of the Company revenue for the year ended 31st March, 2023 and 31st March 2022.

48.4 No Non-Current Assets of the Company is located outside India as on 31st March, 2023 and 31st March 2022.

Note 49 - Other Statutory Informations:

49.1 There are no balances outstanding on account of any transaction with companies strike off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

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

49.3 The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall: (a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

49.4 The Company has not received any fund from any person(s) or entity(s), including entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

49.5 The Company does not have any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax act, 1961.

49.6 The Company is not declared wilful defaulter by any bank or financial institution or other lender.

49.7 The Company does not have more than two layers of subsidiary as prescribed under Section 2(87) of the Companies Act, 2013 read with Companies (Restriction on number of layers) Rules, 2017.

Note 50 Previous Year figures have been regrouped and rearranged wherever necessary.


Mar 31, 2022

6.6 In accordance with the Indian Accounting Standard (Ind AS 36 ) on “ Impairment of Assets”, the management during the year carried out an exercise of identifying the assets that may have been impaired in accordance with the said Ind AS. On the basis of review carried out by the management, there was no impairment loss on property, plant and equipment during the year ended 31st March, 2022.

6.7 The Company is eligible for subsidy under the Electronics Policy and related notifications from the Government of Gujarat. The eligible amount of Capital subsidy of '' 1092.43 Lakhs (including interest subsidy of '' 92.80 Lakhs related to construction period) on expansion completed in Financial Year 2019-20 has been adjusted against cost of capital assets. Interest subsidy, Power subsidy and EPF subsidy of '' 336.30 Lakhs, '' 115.77 Lakhs and '' 27.54 Lakhs respectively related to period till 31st March 2021 has been included in the other income and '' 187.79 Lakhs, '' 450.96 Lakhs and '' 34.93 Lakhs respectively related to period from 1st April 2021 to 31st March,2022 has been adjusted against respective expenses in the statement of profit and loss.

6.8 The Company does not have any Capital work in progress, whose completion is overdue or exceeded its cost compared to its original plan.

6.9 There are no proceeding initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

19.2 During the previous year, the Company made Qualified Institutional Placement (QIP), whereby 1,58,04,030 Equity Shares of the face value of '' 1/- each were allotted to the Qualified Institutional Buyers @ premium of '' 125.55 per share aggregating to '' 20,000.00 Lakhs for part financing of its new project i.e SG-3, out of which '' 14,109.57 Lakhs have been utilised for the said project and balance amount temporarily remained invested in Mutual Funds, as on March 31, 2022, pending utilisation. The expenses incurred by the Company aggregating to '' 299.47 Lakhs (including '' 11 Lakhs paid to Auditor) (net of tax) in connection with QIP have been adjusted towards Securities premium.

19.3 The ESOP Share Allotment Committee of the Board of Directors of the Company has made allotment of 3,05,980 Equity Shares (previous year 1,85,732 Equity Shares) of the face value of '' 1/- each to eligible employees, upon exercise of the vested options granted under “Borosil Employee Stock Option Scheme 2017”.

19.4 Terms/Rights attached to Equity Shares :

The Company has only one class of shares referred to as equity shares having a par value of '' 1/- per share. Holders of equity shares are entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuring annual general meeting. 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. The distribution will be in proportion to the number of equity shares held by the shareholders.

20.1 Nature and Purpose of Reserve

I Capital Reserve

Capital reserve was created by way of Subsidy received from State of Gujarat and Forfeiture of shares for non payment of allotment money/call money. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

II Capital Reserve on Amalgamation

Capital Reserve on Amalgamation is created Pursuant to the scheme of arrangement. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

III Securities Premium

Securities premium is created when shares are issued at premium. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

IV Surplus arising on giving effect to BIFR Order

This surplus was recognised in pursuant to implementation of the order of Board for Industrial and Financial Reconstruction (BIFR) in respect of the scheme for the rehabilitation of the Company. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

V Share Based Payment Reserve

Share based payment reserve is created against “Borosil Employees Stock Option Scheme 2017” and will be utilised against exercise of the option by the employees on issuance of the equity shares.

VI Retained Earnings

Retained earnings represents the accumulated profits / (losses) made by the Company over the years.

VII Other Comprehensive Income (OCI) :

Other Comprehensive Income (OCI) includes remeasurements of defined benefit plans.

21.1 The above term loans from banks including current maturity of long term debts in Note No 24 includes:

I '' 2017.92 Lakhs (as at previous year '' 2522.40 Lakhs) is secured by pari passu charge on the Property, Plant and Equipment of the Company situated at Bharuch and charge on all existing and future current assets of the Company. Loan is repayable in 16 equal quarterly instalments ending in January, 2026. The term loan carries interest rate @ 7.75% p.a.

II '' 5450.89 Lakhs (as at previous year '' Nil) is secured by first pari passu Equitable/ Registered mortgage charge on immoveable properties being land and building, Property, Plant and Equipment situated at Ankleshwar-Rajpipla Road, Village: Govali, Taluka: Jaghadia, Bharuch, Gujarat and first pari passu hypothecation charge on all existing and future current assets of the Company. Loan shall be repayable in 20 equal quarterly instalments commencing from July 2023 and ending in April, 2028. The term loan carries interest rate @ 7.75% p.a.

III Foreign currency term loan '' 1126.79 Lakhs (previous year '' 1507.82) is secured by pari passu charge on the Property, Plant and Equipment of the Company situated at Bharuch and charge on all existing and future current assets of the Company. Loan is repayable in 38 equal monthly instalments ending in May, 2025. The term loan carries interest rate @ 2.94% p.a.

IV '' 2853.23 Lakhs (previous year '' 3731.15 Lakhs) is secured by exclusive charge on the fixed asset of the Company i.e. Land and Building and plant and machinery (present and future) situated at village Govali, Dist. Bharuch and current assets of the Company. Loan is repayable in 13 equal quarterly instalments ending in April, 2025. The term loan carries interest rate @ 8.00% to 8.15% p.a.

V '' 4334.01 Lakhs (previous year '' Nil) is secured by a first mortgage and charge on the Company''s immovable properties (owned), present and future being land and building, property, plant and equipment situated at Ankleshwar-Rajpipla Road, Village: Govali, Taluka: Jaghadia, Bharuch, Gujarat. and further charge by way of hypothecation on the Company''s plant and machinery situated at Bharuch and charge on all existing and future current assets of the Company. Loan shall be repayable in 20 equal quarterly instalments commencing from January 2024 and ending in October, 2028. The term loan carries interest rate @ 7.75% p.a.

21.2 The Company has used the borrowings from banks for the specific purpose for which it was taken at the balance sheet date.

21.3 There are no charges or satisfaction thereof which are yet to be registered with ROC beyond the statutory period.

23.6 The Company has exercised the option permitted under Section 115BAA of the Income-tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019 before filing the return of income of AY 2021-22. Accordingly the Company has recognised the tax provision for the year ended 31st March, 2022 and remeasured the deferred tax assets/liabilities based on the rates prescribed in that section. Further excess provision of income tax related to FY 2020-21 has been written back & disclosed as income tax of earlier year.

24.1 '' Nil (previous year '' 146.02 Lakhs) is primarily secured by current assets of the Company and additionally secured by way of second charges on Property, Plant and Equipment of the Company (Present & Future) situated at Bharuch. The working facilities carries interest rate @ 7.95% p.a.

24.2 '' 21.56 Lakhs (previous year '' Nil) is secured by pari passu charge on all existing and future current assets of the Company and Property, Plant and Equipment of the Company situated at Bharuch. The working facilities carries interest rate @ 8.05% p.a.

29.1 Revenue disaggregation by type of goods and services is as follows:

The Company is engaged only in the business of manufacture of Flat Glass which is a single segment in terms of Indian Accounting Standard ''Operating Segments (Ind AS-108) and hence, the requirement of disaggregation by type of goods and services is not applicable.

37.2 The Company received refund of '' 523 lakhs including interest in pervious years for transit insurance matter for extended period as mentioned by Hon''ble CESTAT, Ahmedabad in its final order no A/11490-114911 2017 dated 28.07.2017. Aggrieved by the order of the Hon''ble CESTAT, the department had filed appeals before the Hon''ble High court of Gujarat vide Tax appeals no 613-617 of 2018. The said appeals were admitted. However the Hon''ble High court has not granted any stay against operation of the order the Hon''ble CESTAT dated 28-07-2017. The Company does not expect any financial effect of the above matter under litigation.

37.3 During the previous year, the Company had decided to avail the benefits of the “The Direct Tax Vivad Se Vishwas Scheme, 2020” in respect of disputed income tax matters of the earlier years, which were mainly related to compulsory acquisition of Company''s Land (in the financial year 2016-17) by the Municipal Corporation of Greater Mumbai and same were disclosed as contingent liability as at 31st March, 2020. Accordingly, the Company has charged '' 1860.03 Lakhs as Income Tax of earlier years in the Financial Statement for the year ended 31st March, 2021.

37.4 Department has filed an appeal with Hon''ble High court of Madras against the order passed in favour of the Company with respect to wealth tax matter for an aggregate amount of '' 38.45 lakhs the AY 1997-98 and AY 1998-99.

37.5 Management is of the view that above litigations will not materially impact the financial position of the Company.

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. In presenting the above sensitivity analysis, the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of reporting period, which is the same as that applied in calculating the defined obligation liability recognized in the Balance Sheet.

38.3 Risk exposures

A. Actuarial Risk: It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:

Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a rate that is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity Benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cashflow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity Benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

B. Investment Risk: For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

C. Liquidity Risk: Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign/retire from the company there can be strain on the cashflows.

D. Market Risk: Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

E. Legislative Risk: Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

38.4 Details of Asset-Liability Matching Strategy:-

Gratuity Benefits liabilities of the company are Funded. There are no minimum funding requirements for a Gratuity Benefits plan in India and there is no compulsion on the part of the Company to fully or partially pre-fund the liabilities under the Plan. The trustees of the plan have outsourced the investment management of the fund to an insurance company. The insurance company in turn manages these funds as per the mandate provided to them by the trustees and the asset allocation which is within the permissible limits prescribed in the insurance regulations. Due to the restrictions in the type of investments that can be held by the fund, it may not be possible to explicitly follow an asset-liability matching strategy to manage risk actively in a conventional fund.

38.7 The average duration of the defined benefit plan obligation at the end of the reporting period is 8.39 years (31st March 2021 : 8.95 years).

Note - 39 Share Based Payments

The Company offers equity based option plan to its employees through the Company''s stock option plan.

Borosil Employee Stock Option Scheme (ESOS) 2017

On 2nd November, 2017, the Company introduced an Borosil Employee Stock Option Scheme 2017 (“ESOS”), which was approved by the shareholders of the Company to provide equity settled incentive to specific employees of the Group. The ESOS scheme includes tenure based stock options. The specific Employees to whom the Options are granted and their

Eligibility Criteria are determined by the Nomination and Remuneration Committee. The Company had granted 3,63,708 options to the employees on 2nd November, 2017 with an exercise price of '' 200 per share and further, 79,680 options were granted to an employee on 24th July, 2018 with exercise price of '' 254 per share. Exercise period is 5 years from the date of respective vesting of options.

On account of Composite scheme of Amalgamation and Arrangement, the Board of Directors of the Company in its meeting held on 3rd February, 2020, approved modification/amendments to the existing “Borosil Employee Stock Option Scheme 2017” with a view to restore the value of the employee stock options (“Options”) pre and post arrangement by providing fair and reasonable adjustment and sought to provide revised exercise price to the existing Option-holders, to whom old employee stock options had been granted under the ESOS 2017.

Pursuant to Composite Scheme of Amalgamation and Arrangement (Scheme), employment of these employees were transferred to Borosil Limited with effect from February 12, 2020, but in terms of clause 30 of the said scheme, their entitlement of options in the Company subsists.

The Nomination and Remuneration committee of the Board had approved adjusted exercise price of '' 72.25 per share for the options granted on 2nd November, 2017 and '' 91.75 per share for the options granted on 24th July, 2018.

During the year, the Company had granted 1,28,000 (previous year 1,75,000) options to employees of the Company with an exercise price of '' 240 (previous year '' 274) per share in pursuant to the above scheme ESOS 2017. The Exercise period is 5 years from the date of vesting of respective options.

The Company has recognized total expenses of '' 152.64 lakhs (Previous year '' 45.24 lakhs) related to above equity settled share-based payment transactions for the year ended 31st March, 2022, out of the above '' Nil (Previous year '' 26.81 lakhs) are charged to Borosil Limited (BL) on account of employee transferred from the Company to BL in pursuant to the scheme of Amalgamation.

Employee Stock Option Scheme of Borosil Limited (BL)

The Company recognized total expenses of '' Nil (Previous Year '' 2.29 Lakhs) related to equity settled share-based payment transactions for the year ended 31st March, 2022 with respect to stock options granted by BL to the employee of the Company, which was transferred from BL to the Company in pursuant to the Composite Scheme. The liability recognised on account of this will be payable to BL upon exercise of the options by the such employees of the Company.

41.3 The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at year-end are unsecured, unless specified and settlement occurs in cash. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

42.2 Fair Valuation techniques used to determine fair value

The Company maintains procedures to value its financial assets or financial liabilities using the best and most relevant data available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used to estimate the fair values:

i) Fair value of cash and cash equivalents, other bank balances, trade receivables, trade payables, current loans, current borrowings, deposits and other current financial assets and liabilities are approximate at their carrying amounts largely due to the short-term maturities of these instruments.

ii) The fair values of non-current borrowings, Security Deposits and Margin money are approximate at their carrying amount due to interest bearing features of these instruments.

iii) Fair values of mutual fund are derived from published NAV (unadjusted) in active markets for identical assets.

iv) The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

v) Fair values of quoted financial instruments are derived from quoted market prices in active markets.

42.3 Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques:-

i) Level 1 :- Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities. It includes fair value of financial instruments traded in active markets and are based on quoted market prices at the balance sheet date and financial instruments like mutual funds for which net assets value (NAV) is published by mutual fund operators at the balance sheet date.

ii) Level 2 Inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). It includes fair value of the financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on the Company specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2.

iii) Level 3 :- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

The following table provides hierarchy of the fair value measurement of Company''s asset and liabilities, grouped into Level 1 (Quoted prices in active markets), Level 2 (Significant observable inputs) and Level 3 (Significant unobservable

Note - 43 Financial Risk Management objective and policies

The Company is exposed to market risk, credit risk and liquidity risk. Risk management is carried out by the Company under policies approved by the board of directors. This Risk management plan defines how risks associated with the Company will be identified, analysed, and managed. It outlines how risk management activities will be performed, recorded, and monitored by the Company. The basic objective of risk management plan is to implement an integrated risk management approach to ensure all significant areas of risks are identified, understood and effectively managed, to promote a shared vision of risk management and encourage discussion on risks at all levels of the organization to provide a clear understanding of risk/benefit trade-offs, to deploy appropriate risk management methodologies and tools for use in identifying, assessing, managing and reporting on risks, and to determine the appropriate balance between cost and control of risk and deploy appropriate resources to manage/optimize key risks. Activities are developed to provide feedback to management and other interested parties (e.g. Audit committee, Board etc.). The results of these activities ensure that risk management plan is effective in the long term.

43.1 Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: foreign currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk.

The sensitivity analysis is given relate to the position as at 31st March 2022 and as at 31st March 2021.

The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations, provisions and on the non-financial assets and liabilities. The sensitivity of the relevant Statement of Profit and Loss item is the effect of the assumed changes in the respective market risks. The Company''s activities expose it to a variety of financial risks, including the effects of changes in foreign currency exchange rates and interest rates. This is based on the financial assets and financial liabilities held as at 31st March, 2022 and as at 31st March, 2021.

(a) Foreign exchange risk and sensitivity

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities. The Company transacts business primarily in USD and EURO. The Company has obtained foreign currency loans, has foreign currency trade payables and trade receivables and is therefore, exposed to foreign exchange risk. The Company regularly reviews and evaluates exchange rate exposure arising from foreign currency transactions.

b) Interest rate risk and sensitivity

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company having non current borrowing in the form of Term Loan. Also, the Company is having current borrowings in the form of working capital facility. There is a fixed rate of interest in case of foreign currency Term Loan hence, there is no interest rate risk associated with this borrowing. The Company is exposed to interest rate risk associated with Term Loan and working capital facility due to floating rate of interest.

The table below illustrates the impact of a 2% increase in interest rates on interest on financial liabilities assuming that the changes occur at the reporting date and has been calculated based on risk exposure outstanding as of date. The year end balances are not necessarily representative of the average debt outstanding during the year. This analysis also assumes that all other variables, in particular foreign currency rates, remain constant.

C Commodity price risk:-

The Company is exposed to the movement in price of key consumption materials in domestic and international markets. The Company entered into contracts for procurement of material, most of the transactions are short term fixed price contract and hence Company is not exposed to significant risk.

43.2 Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis through each reporting year. To assess whether there is a significant increase in credit risk, the Company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwardinglooking information such as:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the operating results of the counterparty,

iii) Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations,

iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognized as income in the statement of profit and loss. The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Based on the historical data, loss on collection of receivable is not material hence no additional provision considered.

a) Trade Receivables:-

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings with the Company for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. No single customer accounted for 10% or more of revenue in any of the years presented. The history of trade receivables shows a negligible provision for bad and doubtful debts. Therefore, the Company does not expect any material risk on account of non performance by any of the counterparties.

The Company has used practical expedient by computing the expected credit loss allowance for trade receivables based on provision matrix. The provision matrix taken into account historical credit loss experience and adjusted for forward looking information. The expected credit loss allowance is based on ageing of the days the receivables are due.

b) Financial instruments and cash deposits:-

The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances are maintained. Credit risk from balances with bank is managed by the Company''s finance department. Investment of surplus funds are also managed by finance department. The Company does not maintain significant cash in hand. Excess balance of cash other than those required for its day to day operations is deposited into the bank/Investment in Mutual Funds.

For other financial instruments, the finance department assesses and manage credit risk based on internal assessment. Internal assessment is performed for each class of financial instrument with different characteristics.

43.3 Liquidity risk.

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times, maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company relies operating cash flows and short term borrowings in the form of working capital facility to meet its needs for funds. Company does not breach any covenants (where applicable) on any of its borrowing facilities. The Company has access to a sufficient variety of sources of funding as per requirement.

43.4 Competition and price risk

The Company faces competition from local and foreign competitors. Nevertheless, it believes that it has competitive advantage in terms of high quality products and by continuously upgrading its expertise and range of products to meet the needs of its customers.

Note - 44 Capital Management

For the purpose of Company''s capital management, capital includes issued capital, all other equity reserves and debts. The primary objective of the Company''s capital management is to maximise shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using gearing ratio, which is net debt divided by total capital (equity plus net debt). Net debt are non-current and current debts as reduced by cash and cash equivalents and current investments. Equity comprises all components including other comprehensive income.

47.3 No single customer has accounted for more than 10% of the Company revenue for the year ended 31st March, 2022 and 31st March 2021.

47.4 No Non-Current Assets of the Company is located outside India as on 31st March, 2022 and 31st March 2021.

Note - 48 Other Statutory Information

48.1 There are no balances outstanding on account of any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

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

48.3 The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall: (a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

48.4 The Company has not received any fund from any person(s) or entity(s), including entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

48.5 The Company does not have any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax act, 1961.

48.6 The Company is not declared wilful defaulter by any bank or financial institution or other lender.

Note - 49 Previous Year figures have been regrouped and rearranged wherever necessary.


Mar 31, 2018

Note 4 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS:

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities, the accompanying disclosures and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based on its assumptions and estimates on parameters available when the financial statements were prepared. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

4.1 Property, Plant and Equipment, Investment Properties and Other Intangible Assets:

Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation to be recorded during any reporting period. The useful lives and residual values as per schedule II of the Companies Act, 2013 or are based on the Company''s historical experience with similar assets and taking into account anticipated technological changes, whichever is more appropriate.

4.2 Income Tax:

The Company reviews at each balance sheet date the carrying amount of deferred tax assets. The factors used in estimates may differ from actual outcome which could lead to an adjustment to the amounts reported in the standalone financial statements.

4.3 Contingencies:

Management has estimated the possible outflow of resources at the end of each annual reporting financial year, if any, in respect of contingencies/claim/litigations against the Company as it is not possible to predict the outcome of pending matters with accuracy.

4.4 Impairment of financial assets:

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company''s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

4.5 Impairment of non-financial assets:

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset''s recoverable amount. An asset''s recoverable amount is the higher of an asset''s or Cash Generating Units (CGU) fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent to those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less cost of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples or other available fair value indicators.

4.6 Defined benefits plans:

The Cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and attrition rate. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

4.7 Recoverability of trade receivable:

Judgements are required in assessing the recoverability of overdue trade receivables and determining whether a provision against those receivables is required. Factors considered include the credit rating of the counterparty, the amount and timing of anticipated future payments and any possible actions that can be taken to mitigate the risk of non-payment.

4.8 Provisions:

Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability require the application of judgement to existing facts and circumstances, which can be subject to change. Since the cash outflows can take place many years in the future, the carrying amounts of provisions and liabilities are reviewed regularly and adjusted to take account of changing facts and circumstances.

4.9 Fair value measurement of financial instruments :

When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

5.1 Buildings include cost of shares in Co-operative Societies Rs, 0.01 lacs (Previous Year Rs, 0.01 lacs).

5.2 In accordance with the Indian Accounting Standard (Ind AS 36 ) on " Impairment of Assets", the management during the year carried out an exercise of identifying the assets that may have been impaired in accordance with the said Ind AS . On the basis of review carried out by the management, there was no impairment loss on property, plant and equipment during the year ended 31st March, 2018.

5.3 Refer note 36 for disclosure of contractual commitments for the acquisition of property, plant and equipment.

5.4 Refer note 46 for transfer of assets held for sale.

6.2 The Company''s investment properties as at 31st March, 2018 consists of land held for undetermined future use.

6.3 The fair values of the properties are Rs, 1270.00 lacs (Previous Year Rs, 926.00 lacs). These valuations are based on valuations performed by an accredited independent valuer, who is a specialist in valuing these types of properties. The fair value of the assets is determined using Comparison Method under the Market Approach. The fair value measurement is categorised in Level 3 fair value hierarchy. For the purpose of the valuation under comparison method, a comparison is made with similar properties that have recently been sold in the market. The significant unobservable inputs are (i) monthly market rent, taking into account the difference in location and individual factors, such as frontage and size between the comparable and the properties. (ii) Capitalisation rate, taking into account the capitalisation of rental income potential, nature of property and the prevailing market condition.

11.1 Company was liable to pay MAT under Section 115JB of the Income Tax Act, 1961 ("the Act") in earlier years. MAT paid under Section 115JB of the Act over tax payable as per the provisions of the Act, other than Section 115JB of the Act, has been carried forward for being set off against the future tax liabilities computed in accordance with the provisions of the Act, other than Section 115JB of the Act, in next fifteen years. Based on the future projection of the performance, the Company will be liable to pay the income tax computed as per provisions of the Act, other than under Section 115JB of the Act.

20.2 Terms/Rights attached to Equity Shares :

The Company has only one class of shares referred to as equity shares having a par value of ''1/- per share. Holders of equity shares are entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuring annual general meeting. 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. The distribution will be in proportion to the number of equity shares held by the shareholders.

Proposed dividends on equity shares are subject to approval at the annual general meeting and are not recognised as a liability (including Dividend Distribution Tax thereon) as at 31 March.

21.1 Nature and Purpose of Reserve

1. Capital Redemption Reserve:

Capital redemption reserve was created against buy back of shares. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

2. Capital Reserve

Capital reserve was created by way of subsidy received from State Industries Promotion Corporation of Tamilnadu. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

3. Share Based Payment Reserve

Share based payment reserve is created against "Borosil Employees Stock Option Scheme 2017" and will be utilised against exercise of the option by the employees of the Company including subsidiary companies on issuance of the equity shares of the Company.

4. Other Comprehensive Income (OCI) :

OCI includes Debts Instrument carried at fair value through OCI (FVTOCI) and remeasurement of defined benefit plans.

5. Debts instrument carried at fair value through OCI (FVTOCI)

The Company has elected to recognise changes in fair value of certain investment in debt instruments through other comprehensive income. Changes are accumulated in debt instruments carried at FVTOCI and transfers to statement of profit and loss when the relevant debt instruments are derecognised.

36.3 Management is of the view that above litigations will not impact the financial position of the company.

36.4 The Payment of Bonus (Amendment) Act, 2015 envisages enhancement of eligibility limit and Calculation Ceiling under section 12 from '' 3500 to '' 7000 or the minimum wage for the scheduled employment, as fixed by the appropriate Government, whichever is higher. The Payment of Bonus (Amendment) Act, 2015 have come into force on the 1st April 2014. However, the same is challenged in the Hon''ble High Courts of few States by some parties and those High Courts have provided stay on the retrospectively impact of the same and accordingly same amount shown as contingent liability.

Note 37 - Portfolio Management Services

As at 31st March, 2018, the company has invested Rs,1,123.62 lacs (Previous Year Rs, 2,174.64 lacs) through Portfolio Managers who provide Portfolio Management Services which are in the nature of investment administrative management services and include the responsibility to manage, invest and operate the fund as per the agreement(s) entered with them. As on the said date, the outstanding balance of securities amounting to Rs,1,122.19 lacs (Previous Year Rs, 2,168.31 lacs) has been accounted as investment in Note 8 and 13 and the amount of Rs 1.43 lacs (Previous Year Rs, 6.33 lacs) shown under the head "Current financial assets - Others" in Note 18.

Notes to the Standalone Financial Statements for the year ended 31st March, 2018

(e) The estimate of rate of escalation in Salary considered in actuarial valuation, takes into account inflation, seniority, promotion and other retirement factors including supply & demand in the employment market. The above information is certified by the actuary.

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. In presenting the above sensitivity analysis, the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of reporting period, which is the same as that applied in calculating the defined obligation liability recognized in the balance sheet.

38.3 Risk exposures

A. Actuarial Risk:

It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:

Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in obligation at a rate that is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate then the Gratuity benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate then the Gratuity benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

B. Investment Risk:

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

C. Liquidity Risk:

Employees with high salaries and long durations or those higher in hierarchy accumulate significant level of benefits. If some of such employees resign/retire from the company there can be strain on the cash flows.

D. Market Risk:

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

E. Legislative Risk:

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

38.4 Details of Asset-Liability Matching Strategy

Gratuity benefits liabilities of the company are Funded. There are no minimum funding requirements for a Gratuity benefits plan in India and there is no compulsion on the part of the Company to fully or partially pre-fund the liabilities under the Plan. The trustees of the plan have outsourced the investment management of the fund to an insurance company which are regulated by IRDA. Due to the restrictions in the type of investments that can be held by the fund, it may not be possible to explicitly follow an asset-liability matching strategy to manage risk actively in a conventional fund.

38.5 The expected payments towards contributions to the defined benefit plan is within one year.

38.7 The average duration of the defined benefit plan obligation at the end of the reporting period is 5.94 years (Previous Year 5.54 years).

Note 39 - Share Based Payments

The Company offers equity based award plan to its employees through the Company''s stock option plan introduced during the year.

Borosil Employee Stock Option Scheme (ESOS) 2017

During the year, the Company introduced an Borosil Employee Stock Option Scheme 2017 (ESOS), which was approved by the shareholders of the Company to provide equity settled incentive to specific employees of the Company including subsidiary companies. The ESOS scheme includes tenure based stock option awards. The specific Employees to whom the Options are granted and their Eligibility Criteria are determined by the Nomination and Remuneration Committee. During the year, the Company has granted 90,927 options to the employees.

Initial awards under the ESOS were granted on 2nd November, 2017. The exercise price of the awards is '' 800 per share.

The fair value of awards has been determined at the date of grant of the award. This fair value, adjusted by the Company''s estimate of the number of awards that will eventually vest, is expensed on over the vesting period.

The fair values were calculated using the Black-Scholes Model for tenure based awards. The inputs to the model include the share price at date of grant, exercise price, expected life, expected volatility, expected dividends and the risk free rate of interest. Expected volatility has been calculated using historical return on share price. All options are assumed to be exercised within six months from the date of respective vesting.

The Company recognized total expenses of Rs,49.22 lacs related to above equity settled share-based payment transactions for the year ended 31st March, 2018. Further, Rs, 18.87 lacs in respect of stock option to the employees of subsidiaries are recognised as receivable and will be recovered on exercise of the said options. Equity settled employee stock options reserve outstanding with respect to the above scheme as at year end is Rs,68.09 lacs.

Note 41 - Segment reporting

In accordance with Ind AS 108 ''Operating Segment '', segment information has been given in the consolidated financial statements, and therefore, no separate disclosure on segment information is given in these financial statements.

Note 42 - Related party disclosure

In accordance with the requirements of Ind AS 24 "Related Party Disclosures", name of the related party, related party relationship, transactions and outstanding balances including commitments where control exits and with whom transactions have taken place during reported periods, are as detail below:

(d) Key Management Personnel

Mr. B.L.Kheruka - Executive Chairman.

Mr. Shreevar Kheruka - Managing Director & CEO.

Mr. V.Ramaswami - Whole-time Director (upto 31.03.2018).

Mr. Swadhin Padia - Chief Financial Officer Ms. Gita Yadav - Company Secretary

(e) Relative of Key Management Personnel

Mr. P.K.Kheruka - Relative of Mr. B. L. Kheruka and Mr. Shreevar Kheruka.

Mrs. Rekha Kheruka - Relative of Mr. B. L. Kheruka and Mr. Shreevar Kheruka.

Mrs. Kiran Kheruka - Relative of Mr. B. L. Kheruka and Mr. Shreevar Kheruka.

Mrs. Priyanka Kheruka - Relative of Mr. B. L. Kheruka and Mr. Shreevar Kheruka.

Miss. Tarini Kheruka - Relative of Mr. B. L. Kheruka and Mr. Shreevar Kheruka.

Miss. Sharanya Kheruka - Relative of Mr. B. L. Kheruka and Mr. Shreevar Kheruka.

Mrs. Rajshree Padia - Relative of Mr. Swadhin Padia.

(f) Enterprises over which persons described in (d) & (e) above are able to exercise significant influence (Other Related Parties) with whom transactions have taken place:-

Vyline Glass Works Limited

Sonargaon Properties LLP

Croton Trading Private Limited

Gujarat Fusion Glass LLP

Topgrain Corporate Service Private Limited

Glachem Agents And Traders Private Limited

Borosil Foundation

Chotila Silica Private Limited

Kanchan Labware Private Limited

Serene Trading and Agencies Private Limited

43.2 Fair Valuation techniques used to determine fair value

The Company maintains procedures to value financial assets or financial liabilities using the best and most relevant data available. The fair

values of the financial assets and liabilities are included at the

amount that would be received to sell an asset or paid to transfer a liability

in an orderly transaction between market participants at the measurement date.

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

i) Fair value of trade receivable, cash and cash equivalents, other bank balances, trade payables, loans, borrowings, deposits and other financial assets and liabilities are approximate at their carrying amounts largely due to the short-term maturities of these instruments.

ii) The fair values of non-current loans are approximate at their carrying amount due to interest bearing features of these instruments.

iii) The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

iv) Fair values of quoted financial instruments are derived from quoted market prices in active markets.

v) The fair value of investments in unlisted equity shares is determined using a combination of direct sales comparison and income approach.

vi) The fair value of the remaining financial instruments is determined using discounted cash flow analysis and/or direct sales comparison approach.

vii) Equity Investments in subsidiaries and associates are stated at cost.

43.3 Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques:-

i) Level 1 :- Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities. It includes fair value of financial instruments traded in active markets and are based on quoted market prices at the balance sheet date and financial instruments like mutual funds for which net assets value (NAV) is published by mutual fund operators at the balance sheet date.

ii) Level 2 :- Inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). It includes fair value of the financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on the Company specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2.

43.6 Description of the valuation processes used by the Company for fair value measurement categorised within level 3:-

At each reporting date, the Company analyses the movements in the values of financial assets and liabilities which are required to be remeasured or reassessed as per the accounting policies. For this analysis, the Company verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

The Company also compares the change in the fair value of each financial asset and liability with relevant external sources to determine whether the change is reasonable. The Company also discusses of the major assumptions used in the valuations.

For the purpose of fair value disclosures, the Company has determined classes of financial assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Note 44 :- Financial Risk Management - Objectives and Policies:

The Company is exposed to market risk, credit risk and liquidity risk. Risk management is carried out by the company under policies approved by the board of directors. This Risk management plan defines how risks associated with the Company will be identified, analysed, and managed. It outlines how risk management activities will be performed, recorded, and monitored by the Company. The basic objective of risk management plan is to implement an integrated risk management approach to ensure all significant areas of risks are identified, understood and effectively managed, to promote a shared vision of risk management and encourage discussion on risks at all levels of the organization to provide a clear understanding of risk/benefit trade-offs, to deploy appropriate risk management methodologies and tools for use in identifying, assessing, managing and reporting on risks, and to determine the appropriate balance between cost and control of risk and deploy appropriate resources to manage/optimize key risks. Activities are developed to provide feedback to management and other interested parties (e.g. Audit committee, Board etc.). The results of these activities ensure that risk management plan is effective in the long term.

44.1 Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise of three types of risk: foreign currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits and investments.

The sensitivity analysis is given relate to the position as at 31st March 2018 and 31st March 2017.

The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations, provisions and on the non-financial assets and liabilities. The sensitivity of the relevant statement of profit and loss item is the effect of the assumed changes in the respective market risks. The Company''s activities expose it to a variety of financial risks, including the effects of changes in foreign currency exchange rates and interest rates. This is based on the financial assets and financial liabilities held as at 31st March, 2018 and 31st March, 2017.

(a) Foreign exchange risk and sensitivity

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities. The Company transacts business primarily in USD and EURO. The Company has foreign currency trade payables, receivables and investment in foreign subsidiary and is therefore, exposed to foreign exchange risk. The Company regularly reviews and evaluates exchange rate exposure arising from foreign currency transactions.

b) Interest rate risk and sensitivity :-

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. During the previous year, the company was having short term borrowings in the form of buyers credit. There was a fixed rate of interest and was payable at the time of repayment of buyers credit and hence, there was no interest rate risk associated with buyers credit borrowings.

c) Commodity price risk:-

The Company is exposed to the movement in price of key traded materials in domestic and international markets. The Company entered into contracts for procurement of material, most of the transactions are short term fixed price contract and hence Company is not exposed to significant risk.

d) Equity price risk:-

The Company exposure to equity securities price risk arises from investments held by the company and classified in the balance sheet as fair value through profit or loss. To manage its price risk arising from investments in equity securities, the company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the management. Reports on the equity portfolio are submitted to the Company''s senior management on a regular basis. The Company''s Board of Directors reviews and approves all equity investment decisions.

44.2 Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.

a) Trade Receivables:-

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings with the Company for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The Company has also taken security deposits in certain cases from its customers, which mitigate the credit risk to some extent. No single customer accounted for 10% or more of revenue in any of the years presented. The history of trade receivables shows a negligible provision for bad and doubtful debts. Therefore, the Company does not expect any material risk on account of non-performance by Company''s counterparties.

b) Financial instruments and cash deposits:-

The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances are maintained. Credit risk from balances with bank is managed by the Company''s finance department. Investment of surplus funds are also managed by finance department. The Company does not maintain significant cash in hand. Excess balance of cash other than those required for its day to day operations is deposited into the bank.

For other financial instruments, the finance department assesses and manage credit risk based on internal assessment. Internal assessment is performed for each class of financial instrument with different characteristics.

44.3 Liquidity risk.

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times, maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company relies operating cash flows and short term borrowings in the form of buyers credit to meet its needs for funds. Company does not breach any covenants (where applicable) on any of its borrowing facilities. The Company has access to a sufficient variety of sources of funding as per requirement.

The table below provides undiscounted cash flows towards financial liabilities into relevant maturity based on the remaining period at the balance sheet to the contractual maturity date.

44.4 Competition and price risk

The Company faces competition from local and foreign competitors. Nevertheless, it believes that it has competitive advantage in terms of high quality products and by continuously upgrading its expertise and range of products to meet the needs of its customers.

Note 45 - Capital Management

For the purpose of Company''s capital management, capital includes issued capital, all other equity reserves and debts. The primary objective of the Company''s capital management is to maximise shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using gearing ratio, which is net debt divided by total capital (equity plus net debt). Net debt are noncurrent and current debts as reduced by cash and cash equivalents and current investments. Equity comprises all components including other comprehensive income.

46.1 On 23rd March, 2017, the Investment Committee of the Company has decided to sell above mentioned assets and accordingly , these assets are classified as assets held for sale. The Company is making the efforts to dispose of the remaining assets held for sale and the Company expects to dispose it within a period of next one year hence, the same is continued to disclose as assets held for sale.

46.2 In the previous year, the assets held for sale are measured at the lower of its carrying amount and fair value less cost to sell, resulting into recognition of a write down of Rs, 1,193.20 lacs as an impairment loss on assets held for sale in the statement of profit and loss.

46.3 Fair valuations are based on valuations performed by an accredited independent valuer, who is a specialist in valuing these types of assets. The fair value of the assets is determined using Comparison Method under the Market Approach. This is level 3 measurement as per the fair value hierarchy. For the purpose of the valuation under comparison method, a comparison is made with similar properties that have recently been sold in the market. The comparable properties are selected for their similarity to the subject property, considering attributes such as age, size, shape, quality of construction, building features, condition, design, gentry, etc. Their sale prices are then adjusted for their difference from the subject property.

Note 47

The Board of Directors of the Company at its meeting held on 25th November, 2016 approved a Scheme of Amalgamation for merger of Hopewell Tableware Private Limited (Wholly owned subsidiary company), Fennel Investment and Finance Private Limited (associate company) and Vyline Glass Works Limited with the Company. The Board of Directors subsequently fixed 25th November, 2016 as appointed date for the said scheme. The Scheme is pending for approval with National Company Law Tribunal (NCLT) and will be given effect to upon receipt of such approval.

Note 48 - Standards issued but not effective :

On March 28, 2018, the Ministry of Corporate Affairs (MCA) has notified Ind AS 115 - Revenue from Contract with Customers and certain amendment to existing Ind AS. These amendments shall be applicable to the Company from 1st April, 2018.

48.1 Issue of Ind AS 115 - Revenue from Contracts with customers

Ind AS 115 will supersede the current revenue recognition guidance including Ind AS 18 Revenue, Ind AS 11 Construction Contracts and the related interpretations. The core principles of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

48.2 Amendment to Existing issued Ind AS

The MCA has also notified certain amendments to the following Accounting Standards:

i. Ind AS 21 - The Effects of Changes in Foreign Exchange Rates.

ii. Ind AS 12 - Income Taxes

48.3 Applications of the above standards are not expected to have any significant impact on the Company''s financial statements.

Note 1

The Management and authorities have the power to amend the Financial Statements in accordance with section 130 and 131 of The Companies Act, 2013.

Note 2

Previous Year figures have been regrouped and reclassified wherever necessary.


Mar 31, 2017

1. Details of Asset-Liability Matching Strategy

Gratuity benefits liabilities of the company are Funded. There are no minimum funding requirements for a Gratuity benefits plan in India and there is no compulsion on the part of the Company to fully or partially pre-fund the liabilities under the Plan. The trustees of the plan have outsourced the investment management of the fund to an insurance company which are regulated by IRDA. Due to the restrictions in the type of investments that can be held by the fund, it may not be possible to explicitly follow an asset-liability matching strategy to manage risk actively in a conventional fund.

2. The expected payments towards contributions to the defined benefit plan is within one year.

3. The average duration of the defined benefit plan obligation at the end of the reporting period is 5.54 years (31st March, 2016: 5.77 years).

Note 4 - Provisions

Disclosures as required by Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets:-

Note 5- Segment reporting

In accordance with Ind AS 108 ‘Operating Segment’, segment information has been given in the consolidated financial statements, and therefore, no separate disclosure on segment information is given in these financial statements.

(d) Key Management Personnel

Mr. B.L.Kheruka - Executive Chairman.

Mr. Shreevar Kheruka - Managing Director & CEO.

Mr. V.Ramaswami - Whole-time Director.

(e) Relative of Key Management Personnel

Mr. P. K. Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

Mrs. Rekha Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

Mrs. Kiran Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

Mrs. Priyanka Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

Miss Tarini Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

Miss Sharanya Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

(f) Enterprises over which persons described in (d) & (e) above are able to exercise significant influence (Other Related Parties) with whom transactions have taken place:-

Vyline Glass Works Limited

Sonargaon Properties LLP

Croton Trading Private Limited

Gujarat Fusion Glass LLP

Topgrain Corporate Service Private Limited

Glachem Agents And Traders Private Limited

Borosil Foundation

6. The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at year-end are unsecured, unless specified and settlement occurs in cash. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

7. The Company in an earlier year invested in 9% Cumulative Non-Convertible Redeemable Preference Shares (Now, 9% Non-Cumulative Non-Convertible Redeemable Preference Shares) of Gujarat Borosil Limited (GBL). As GBL has not paid any dividend for more than two years, voting right pursuant to second proviso to sub-section 2 of section 47 of Companies Act 2013 have been vested with the Company. Accordingly the Company enjoys control aggregating to 79.46% of the total voting rights in GBL. In view of the above, GBL becomes subsidiary of the Company.

8. Borosil Afrasia FZE holds 49% of the total voting rights in Borosil Afrasia Middle East Trading LLC. However, 100% of the beneficial ownership vests with the Borosil Afrasia FZE. In view of the above, Borosil Afrasia Middle East Trading LLC is step down subsidiary of the Company.

9. In accordance with the Clause 34(3) of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, advance in the nature of loan is/are as under:

(a) The Company has given advances in the nature of Loan as defined in clause 34(3) of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 as under;

(b) None of the Loanees have invested in the shares of the Company.

(c) Loans to employees as per Company’s Policy are not considered for this purpose.

Note 10. - Fair Values 43.1 Financial Instruments by category:

Set out below is a comparison by class of the carrying amounts and fair value of the Company’s financial assets and liabilities that are recognized in the financial statements.

11. Fair Valuation techniques used to determine fair value

The Company maintains procedures to value financial assets or financial liabilities using the best and most relevant data available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

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

i) Fair value of trade receivable, cash and cash equivalents, other bank balances, trade payables, loans, borrowings, deposits and other financial assets and liabilities are approximate at their carrying amounts largely due to the short-term maturities of these instruments.

ii) The fair values of non-current loans and security deposits are calculated based on discounted cash flow using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including credit risk. The fair values of non-current loan are approximate at their carrying amount due to interest bearing features of these instruments.

iii) The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

iv) Fair values of quoted financial instruments are derived from quoted market prices in active markets.

v) The fair value of investments in unlisted equity shares is determined using a combination of direct sales comparison and income approach.

vi) The fair value of the remaining financial instruments is determined using discounted cash flow analysis and/or direct sales comparison approach.

vii) Equity Investments in subsidiaries and associates are stated at cost.

12. Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation techniques:-

i) Level 1 :- Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities. It includes fair value of financial instruments traded in active markets and are based on quoted market prices at the balance sheet date and financial instruments like mutual funds for which net assets value (NAV) is published by mutual fund operators at the balance sheet date.

ii) Level 2 :- Inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). It includes fair value of the financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on the Company specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2.

iii) Level 3 :- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

13. Description of the valuation processes used by the Company for fair value measurement categorized within level 3

At each reporting date, the Company analysis the movements in the values of financial assets and liabilities which are required to be premeasured or re-assessed as per the accounting policies. For this analysis, the Company verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

The Company also compares the change in the fair value of each financial asset and liability with relevant external sources to determine whether the change is reasonable. The Company also discusses of the major assumptions used in the valuations.

For the purpose of fair value disclosures, the Company has determined classes of financial assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Note 14:- Financial Risk Management - Objectives and Policies

The Company is exposed to market risk, credit risk and liquidity risk. Risk management is carried out by the company under policies approved by the board of directors. This Risk management plan defines how risks associated with the Company will be identified, analyzed, and managed. It outlines how risk management activities will be performed, recorded, and monitored by the Company. The basic objective of risk management plan is to implement an integrated risk management approach to ensure all significant areas of risks are identified, understood and effectively managed, to promote a shared vision of risk management and encourage discussion on risks at all levels of the organization to provide a clear understanding of risk/benefit trade-offs, to deploy appropriate risk management methodologies and tools for use in identifying, assessing, managing and reporting on risks, and to determine the appropriate balance between cost and control of risk and deploy appropriate resources to manage/optimize key risks. Activities are developed to provide feedback to management and other interested parties (e.g. Audit committee, Board etc.). The results of these activities ensure that risk management plan is effective in the long term.

15. Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise of three types of risk: foreign currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits and investments.

The sensitivity analysis is given relate to the position as at 31st March, 2017 and 31st March, 2016.

The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations, provisions and on the non-financial assets and liabilities. The sensitivity of the relevant statement of profit and loss item is the effect of the assumed changes in the respective market risks. The Company’s activities expose it to a variety of financial risks, including the effects of changes in foreign currency exchange rates and interest rates. This is based on the financial assets and financial liabilities held as at 31st March, 2017 and 31st March, 2016.

(a) Foreign exchange risk and sensitivity

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities. The Company transacts business primarily in USD and Euro. The Company has obtained foreign currency loans and has foreign currency trade payables and receivables and is therefore, exposed to foreign exchange risk. The Company is regularly reviews and evaluates exchange rate exposure arising from foreign currency transactions.

b) Interest rate risk and sensitivity :-

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. During the previous year, the company was having short term borrowings in the form of buyers credit. There was a fixed rate of interest and was payable at the time of repayment of buyers credit and hence, there was no interest rate risk associated with buyers credit borrowings.

c) Commodity price risk:-

The Company is exposed to the movement in price of key traded materials in domestic and international markets. The Company entered into contracts for procurement of material, most of the transactions are short term fixed price contract and hence Company is not exposed to significant risk.

16. Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.

a) Trade Receivables:-

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings with the Company for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The Company has also taken security deposits in certain cases from its customers, which mitigate the credit risk to some extent. No single customer accounted for 10% or more of revenue in any of the years presented. The history of trade receivables shows a negligible provision for bad and doubtful debts. Therefore, the Company does not expect any material risk on account of non-performance by Company’s counterparties.

b) Financial instruments and cash deposits:-

The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances are maintained. Credit risk from balances with bank is managed by the Company''s finance department. Investment of surplus funds are also managed by finance department. The Company does not maintain significant cash in hand. Excess balance of cash other than those required for its day to day operations is deposited into the bank.

For other financial instruments, the finance department assesses and manage credit risk based on internal assessment. Internal assessment is performed for each class of financial instrument with different characteristics.

17. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company’s objective is to, at all times, maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company relies operating cash flows and short term borrowings in the form of buyers credit to meet its needs for funds. Company does not breach any covenants (where applicable) on any of its borrowing facilities. The Company has access to a sufficient variety of sources of funding as per requirement.

The table below provides undiscounted cash flows towards financial liabilities into relevant maturity based on the remaining period at the balance sheet to the contractual maturity date.

18. Competition and price risk

The Company faces competition from local and foreign competitors. Nevertheless, it believes that it has competitive advantage in terms of high quality products and by continuously upgrading its expertise and range of products to meet the needs of its customers

Note 19 - Capital Management

For the purpose of Company''s capital management, capital includes issued capital, all other equity reserves and debts. The primary objective of the Company’s capital management is to maximize shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using gearing ratio, which is net debt divided by total capital (equity plus net debt). Net debt are non-current and current debts as reduced by cash and cash equivalents, other bank balances and current investments. Equity comprises all components including other comprehensive income.

20. On 23rd March, 2017, the Investment Committee of the Company has decided to sell above mentioned assets and accordingly , these assets are classified as assets held for sale. The expected sale is within 12 months.

21. The assets held for sale are measured at the lower of its carrying amount and fair value less cost to sell, resulting into recognition of a write down ofRs,1,193.20 lacs as an impairment loss on assets held for sale in the statement of profit and loss.

22. Fair valuations are based on valuations performed by an accredited independent valuer, who is a specialist in valuing these types of assets. The fair value of the assets is determined using Comparison Method under the Market Approach. This is level 3 measurement as per the fair value hierarchy. For the purpose of the valuation under comparison method, a comparison is made with similar properties that have recently been sold in the market. The comparable properties are selected for their similarity to the subject property, considering attributes such as age, size, shape, quality of construction, building features, condition, design, gentry, etc. Their sale prices are then adjusted for their difference from the subject property.

Note 23.

The Board of Directors of the Company at its meeting held on 25th November, 2016 approved a Scheme of Amalgamation for merger of Hopewell Tableware Private Limited (Wholly owned subsidiary company), Fennel Investment and Finance Private Limited (associate company) and Vyline Glass Works Limited with the Company. The Scheme is, inter alia, subject to necessary regulatory approvals from concerned authorities, which is under process and will be given effect to upon receipt of such approvals.

Note 24.First time adoption of Ind AS

25. Basis of preparation

For all period up to the year ended 31st March, 2016, the Company has prepared its financial statements in accordance with generally accepted accounting principles in India (Indian GAAP). These financial statements for the year ended 31st March, 2017 are the Company’s first annual Ind AS financial statements and have been prepared in accordance with Ind AS. Accordingly, the Company has prepared financial statements, which comply with Ind AS, applicable for periods beginning on or after 1st April, 2015 as described in the accounting policies. In preparing these financial statements, the Company’s opening Balance Sheet was prepared as at 1st April, 2015, the Company’s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP Balance Sheet as at 1st April, 2015 and its previously published Indian GAAP financial statements for the year ended 31st March, 2016.

26. Exemptions Applied

Ind AS 101 “First-time Adoption of Indian Accounting Standards” allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

1) Property, plant and equipment, intangible assets and investment properties:- The Company has elected to apply Indian GAAP carrying amount as deemed cost on the date of transition to Ind AS for its property, plant and equipment, intangible assets and investment properties.

2) Equity Investments in subsidiaries and associates :- The Company has elected to apply Indian GAAP carrying amount as deemed cost on the date of transition to Ind AS for its equity investments in subsidiaries and associates.

3) Designation of previously recognized financial instruments:- Ind AS 101 allows to designate investments in equity instruments at fair value through OCI on the basis of facts and circumstances at the date of transition to Ind AS. The Company has elected to apply this exemption for its investment in 9% Non-Cumulative Non-Convertible Redeemable Preference Shares of Gujarat Borosil Ltd.

27. Mandatory exceptions applied

The following mandatory exceptions have been applied in accordance with Ind AS 101 in preparing the financial statements.

1) Estimates:- The Company''s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with Indian GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at 1st April, 2015 are consistent with the estimates as at the same date made in conformity with Indian GAAP except where Ind AS required a different basis for estimates as compared to the Indian GAAP.

2) Classification and measurement of financial assets:- The Company has classified the financial assets in accordance with Ind AS 109 “Financial Instruments” on the basis of facts and circumstances that exist at the date of transition to Ind AS.

28. Footnotes to the reconciliation of equity as at 1st April, 2015 and 31st March, 2016 and statement of profit and loss for the year ended 31st March, 2016.


Mar 31, 2016

1. Terms/Rights attached to Equity Shares :

The Company has only one class of shares referred to as equity shares having a par value of ''10/- per share. Holders of equity shares are entitled to one vote per share. 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. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. Pursuant to the approval of the Board of Directors and Shareholders of the Company under Section 68 of the Companies Act, 2013 and regulations as specified in the "Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998” and amendments thereto (the “Regulations”), the Company has bought back and extinguished 6,96,000 equity shares at the rate of Rs, 2,500 per share for a total consideration of Rs, 17,400.00 lacs, on a proportionate basis through the “Tender Offer” route by utilizing Rs, 1,446.13 lacs from General Reserve and Rs, 15,884.27 lacs from Surplus in the Statement of Profit and Loss. In terms of Section 69 of the Companies Act, 2013 , Capital Redemption Reserve of Rs, 69.60 lacs (sum is equal to nominal value of shares so bought back) has been created out of General Reserve.

3. 16,53,928 (Previous Year 9,57,928) Equity shares were bought back and extinguished in the last five years.

4. Buyers’ credit from a bank is secured by pledge of 1,00,000, 8.54% Secured Redeemable Non Convertible Tax Free Bonds of Power Finance Corporation Ltd. (Previous Year 1,10,60,600 units of JPMorgan India Active Bond Fund Institutional Growth) and carries Interest @ EURIBOR plus 0.80% to 0.95%.

5. Loan from a body corporate is secured by pledge of 1,96,76,397 units of BOI AXA Corporate Credit Spectrum Fund - Direct Plan, 25,50,084 units of IIFL Best of Class Fund I - Class B1 Units (A Category Ill), 25,11,377 units of IIFL Best of Class Fund I - Class B2 Units (A Category Ill) and 33,39,259 units of HDFC Midcap Opportunities Fund Dividend Reinvestment and carries Interest @ 10.75% P.A.

* These figures do not include any amounts, due and outstanding, to be credited to Investor Education and Protection Fund. ** Other Payables includes mainly outstanding liabilities for expenses, Commission to Directors, discount, rebates etc.

6. Buildings include cost of shares in Co-operative Societies Rs, 0.02 Lacs (Previous year Rs, 0.02 Lacs)

7. In accordance with the Accounting Standard (AS -28 ) on “ Impairment of Assets”, the management during the year carried out an exercise of identifying the assets that may have been impaired in respect of each cash generating unit in accordance with the said Accounting Standard . On the basis of this review carried out by the management, there was no impairment loss on Fixed Assets during the year ended 31st March, 2016.

8. Pursuant to the enactment of the Companies Act, 2013, the Company had applied the estimated useful life as specified in the Schedule II. Accordingly, the unamortized carrying value is being depreciated / amortized over the revised remaining useful life. The written down value of fixed assets of Rs, 26.09 Lacs, where life have been expired as on 1st April, 2014, had been charged as depreciation in the statement of profit and loss during the previous year.

# Includes 25,50,084 (Nil) units pledged as a security with an NBFC for loan availed by the Company. ## Includes 25,11,377 (Nil) units pledged as a security with an NBFC for loan availed by the Company.

# The Company has granted loans to a related party to meet various capital expenditures for its expansion plans.

9. Presently the Company is liable to pay MAT under Section 115JB of the Income Tax Act, 1961 (The Act) and the amount being the excess of tax payable under Section 115JB of the Act over tax payable as per the provisions other than Section 115JB of the Act is allowed to be carried forward for being set off against the future tax liabilities computed in accordance with the provisions of the Act, other than Section 115JB, in next ten years. Based on the future projection of the performances, the Company will be liable to pay the income tax computed as per provisions, other than under Section 115JB, of the Act. Accordingly as advised in Guidance note on “ Accounting for Credit available in respect of Minimum Alternate Tax under the Income Tax Act, 1961” issued by the Institute of Chartered Accountants of India, Rs, 205.98 Lacs (Previous year Rs, 467.45 Lacs) being the excess of tax payable under Section 115JB of the Act over tax payable as per the provisions other than Section 115JB of the Act has been considered as MAT credit entitlement and credited to statement of profit and loss.

* Held by Portfolio Manager on behalf of the Company.

# Includes 1,96,76,397 (Nil) units pledged as a security with an NBFC for loan availed by the Company.

## Includes 33,39,259 (Nil) units pledged as a security with an NBFC for loan availed by the Company.

### Includes Nil (57,30,400) units pledged as a security with a bank for the credit facility availed by related party and Nil (1,10,60,600) units pledged as security with a bank for credit facility availed by the company.

10. Aggregate amount of provision for diminution in value of Current Investments of Rs, 334.44 lacs (Rs, 141.99 lacs).

11. Refer Note 1.6 for basis of valuation of Current Investments.

12. Refer Note 29 in respect of Investment through Portfolio Management Services.

13. Figures in bracket represent previous year figures.

(b) Defined Benefit Plan:

The employees’ Gratuity Fund is managed by the Life Insurance Corporation of India. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

(f) The estimate of rate of escalation in Salary considered in actuarial valuation, takes into account inflation, seniority, promotion and other retirement factors including supply & demand in the employment market. The above information is certified by the actuary.

14. Notes related to Corporate Social Responsibility expenditure:

(a) CSR amount required to be spent as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof by the company during the year is Rs, 59.94 Lacs (Previous Year Rs, 58.15 Lacs).

(b) Expenditure related to Corporate Social Responsibility is Rs, 61.02 Lacs (Previous Year Rs, 33.83 Lacs).

15. As on 31st March, 2015 the Company had exposure of Rs, 856.71 lacs with National Spot Exchange Limited (NSEL) in respect of commodities purchased on the said Exchange, which had defaulted in meeting its payment obligations. The Company along with other co-investors /various forums has initiated various legal actions for recovery of the same. Out of the above exposure, provision for doubtful debts of Rs, 435.00 lacs was made in the year ended 31st March, 2014. However, no meaningful redressal has been achieved till date. There is no certainty regarding the quantum and period of recovery, even though the Company remains committed to vigorously pursue its rightful claim in these transactions. Accordingly Management had decided to write off the above amount, without prejudice to legal rights of the company and the same has been disclosed as an exceptional item in the financial statement of previous year.

* Weighted average number of Equity shares is the number of Equity shares outstanding at the beginning of the year, adjusted by the number of Equity shares bought back during the year multiplied by the time weighting factor.

16. Management is of the view that above litigations will not impact the financial position of the company.

17. The Payment of Bonus (Amendment) Act, 2015 envisages enhancement of eligibility limit and Calculation Ceiling under section 12 from Rs, 3500 to Rs, 7000 or the minimum wage for the scheduled employment, as fixed by the appropriate Government, whichever is higher. The Payment of Bonus (Amendment) Act, 2015 have come into force on the 1st April, 2014. However, the same is challenged in Hon’ble High Court of Kerala by some parties and the Kerala High Court has provided stay on the retrospective impact of the same and accordingly same amount shown as contingent liability.

Note 18 - Portfolio Management Services

As at 31st March, 2016, the company has invested Rs, 1,472.81 Lacs (Previous year Rs, 3,111.56 Lacs ) through Portfolio Managers who provide Portfolio Management Services which are in the nature of investment administrative management services and include the responsibility to manage, invest and operate the fund as per the agreement(s) entered with them. As on the said date, the outstanding balance of securities amounting to Rs, 1,474.94 Lacs ( Previous year Rs, 3,095.27 Lacs ) has been accounted as investment in Note 10 and 13 and the amount of Rs, Nil (Previous Year Rs, 16.29 Lacs) shown under the head “ Short- term Loans and Advances in Note 17.

Note 19. - Financial and Derivative Instruments

(a) The Company has not entered into any derivative contract during the year and hence no derivative contract is outstanding.

Note 20 - Related Party Disclosure

Information on Related Parties Disclosures as per Accounting Standard (AS-18) - "Related Party Disclosures” are given below:

(A) List of Related Parties :

(a) Subsidiary Companies

Borosil Afrasia FZE

Hopewell Tableware Pvt. Ltd.(w.e.f. 28.01.2016)

(b) Associate Companies

Fennel Investment and Finance Pvt. Ltd.

Gujarat Borosil Ltd.

Gujarat Fusion Glass LLP (Formerly known as Gujarat Fusion Glass Ltd.)

Borosil Afrasia Middle East Trading LLC

(c) Key Management Personnel

Mr. B.L.Kheruka - Executive Chairman.

Mr. Shreevar Kheruka - Managing Director & CEO.

Mr. V.Ramaswami - Whole-time Director.

(d) Relative of Key Management Personnel

Mr. P.K.Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

Mrs. Rekha Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

Mrs. Kiran Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

Mrs. Priyanka Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

(e) Enterprises over which persons described in (c) & (d) above are able to exercise significant influence (Other Related Parties) with whom transactions have taken place:-

Vyline Glass Works Ltd.

Sonargaon Properties LLP Croton Trading Pvt. Ltd.

(C) In accordance with the Regulation 34 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, advance in the nature of loan is/ areas under:

Notes to the Financial Statement for the year ended 31st March, 2016

(b) None of the Loaners have invested in the shares of the Company.

(c) Loans to employees as per Company’s Policy are not considered for this purpose.

Note 21. - Segment Information

Segment information as per Accounting Standard 17 on Segment Reporting for the year ended 31st March, 2016

The Company has identified three reportable segments viz. Scientific ware, Consumer ware & Others. Segments have been identified and reported taking into account nature of products and services, the differing risks and returns and the internal business reporting systems. The accounting policies adopted for segment reporting are in line with the accounting policy of the Company with following additional policies for segment reporting.

a) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as “Unallowable”.

b) Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as “Unallowable”.

a. The reportable Segments are further described as follows:

Scientific ware : Comprising of items used in Laboratories and Scientific ware.

Consumer ware : Comprising of items for Domestic use.

Others : Comprising of items for industrial use, Miscellaneous Trading items and solar water heating

system.

Unallocated : Consists of Income including income from Investments, expenses, assets and liabilities which cannot be directly identified to any of the above segments.

b. Secondary Segment:

Since the operation of the Company are predominantly conducted within India, as such there is no reportable Geographical Segment.

22. Excludes export in Indian currency Note 37

Previous year’s figures have been re-grouped, reworked, reclassified and re-arranged wherever necessary.


Mar 31, 2015

1. Terms/Rights attached to Equity Shares :

The Company has only one class of shares referred to as equity shares having a par value of Rs.10/- per share. Holders of equity shares are entitled to one vote per share. 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. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. Since the above deferred payment liability have been fully repaid during the year, details of repayment schedule in respect thereof have not been furnished.

3. Buyers' credit from a bank is secured by way of lien on 1,10,60,600 units of JPMorgan India Active Bond Fund Institutional Growth and carries Interest @ EURIBOR plus 0.65% to 0.85%.

4. Buildings include cost of shares in Co-operative Societies Rs. 0.02 Lacs (Previous year Rs. 0.03 Lacs)

5. In accordance with the Accounting Standard (AS -28 ) on "Impairment of Assets", the management during the year carried out an exercise of identifying the assets that may have been impaired in respect of each cash generating unit in accordance with the said Accounting Standard. On the basis of this review carried out by the management, there was no impairment loss on Fixed Assets during the year ended 31st March, 2015.

6. Pursuant to the enactment of the Companies Act, 2013, the Company has applied the estimated useful life as specified in the Schedule II. Accordingly, the unamortized carrying value is being depreciated / amortized over the revised remaining useful life. The written down value of fixed assets of Rs. 26.09 lacs, where life have been expired as on 1st April, 2014, have been charged as depreciation in the statement of profit and loss.

7. Capital Work in Progress includes amount of Rs. Nil (Previous Year Rs. Nil) on account of pre-operative expenses

8. Presently the Company is liable to pay MAT under Section 115JB of the Income Tax Act, 1961 (The Act) and the amount being the excess of tax payable under Section 115JB of the Act over tax payable as per the provisions other than Section 115JB of the Act is allowed to be carried forward for being set off against the future tax liabilities computed in accordance with the provisions of the Act, other than Section 115JB, in next Ten years. Based on the future projection of the performances, the Company will be liable to pay the income tax computed as per provisions, other than under Section 115JB, of the Act. Accordingly as advised in Guidance note on " Accounting for Credit available in respect of Minimum Alternate Tax under the Income Tax Act 1961 " issued by the Institute of Chartered Accountants of India, Rs. 467.45 Lacs (Previous year Rs. 231.79 Lacs) being the excess of tax payable under Section 115JB of the Act over tax payable as per the provisions other than Section 115JB of the Act has been considered as MAT credit entitlement and credited to statement of profit and loss.

9. Others includes prepaid expenditure and loan to employees.

10. Aggregate amount of provision for diminution in value of Current Investments of Rs. 141.99 lacs ( Rs. 15.40 lacs).

11. Refer Note 1.6 for basis of valuation of Current Investments.

12. Refer Note 30 in respect of Investment through Portfolio Management Services.

13. Figures in bracket represent previous year figures.

14. Others includes mainly Security application money, amount receivable from Portfolio Managers (Refer Note 30), duty receivable etc.

15. As on 31st March, 2015, the Company has exposure of Rs. 856.71 lacs with National Spot Exchange Limited (NSEL) in respect of commodities purchased on the said Exchange, which had defaulted in meeting its payment obligations. The Company along with other co-investors /various forums has initiated various legal actions for recovery of the same. Out of the above exposure, provision for doubtful debts of Rs. 435.00 lacs was made in the previous year. However, no meaningful redressal has been achieved till date. There is no certainty regarding the quantum and period of recovery, even though the Company remains committed to vigorously pursue its rightful claim in these transactions. Accordingly, Management has decided to write off the above amount, without prejudice to legal rights of the Company and the same has been disclosed as an exceptional item in the financial statement.

16. Contingent Liabilities and Commitments (To the extent not provided for) (Rs. in lacs)

Particulars As at As at 31st March, 31st March, 2015 2014

Contingent Liabilities

Claims against the Company not acknowledged as debts

Disputed Liabilities in Appeal

(No Cash outflow is expected in the near future)

- Sales Tax 44.88 2,550.14

- Income Tax 1.35 71.78

- Cenvat Credit/Service Tax - 19.26

- Others 5.68 32.57

Guarantees

- Bank Guarantees 45.22 75.49

Others

1. Investments Pledged with a Bank against Credit facility 320.37 1,232.50 availed by related parties

2. Letter of Credits- Foreign 104.84 55.61

Total 522.34 4,037.35

Commitments

Estimated amount of Contracts remaining to be executed on 283.80 25.81

Capital Account not provided for (cash outflow is expected on execution of such capital contracts)

Commitments towards Investments 5,425.00 2,706.80

a) Management is of the view that above litigations will not impact the financial position of the Company.

17. Portfolio Management Services

As at 31st March 2015, the Company has invested Rs. 3,111.56 lacs (Previous year Rs. 2,839.64 lacs ) through Portfolio Managers who provide Portfolio Management Services which are in the nature of investment administrative management services and include the responsibility to manage, invest and operate the fund as per the agreement(s) entered with them. As on the said date, the outstanding balance of securities amounting to Rs. 3,095.27 lacs ( Previous year Rs. 2,795.89 lacs ) has been accounted as investment in Note 11 and 14 and the balance amount of Rs. 16.29 lacs ( Previous year Rs. 43.75 lacs) has been shown under the head " Short- term Loans and Advances " in Note 18.

18. Related Party Disclosure

Information on Related Parties Disclosures as per Accounting Standard (AS-18) - "Related Party Disclosures" are given below:

(A) List of Related Parties :

(a) Subsidiary Company

Borosil Afrasia FZE

(b) Associate Companies

Fennel Investment and Finance Pvt. Ltd. Gujarat Borosil Ltd. Gujarat Fusion Glass LLP (Formerly known as Gujarat Fusion Glass Ltd.)

(c) Key Management Personnel

Mr. B. L. Kheruka - Executive Chairman.

Mr. Shreevar Kheruka - Managing Director & CEO.

Mr. V. Ramaswami - Whole-time Director.

(d) Relative of Key Management Personnel

Mr. P. K. Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

Mrs. Rekha Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

Mrs. Kiran Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

Mrs. Priyanka Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

(e) Enterprises over which persons described in (c) & (d) above are able to exercise significant influence (Other Related Parties) with whom transactions have taken place:-

Vyline Glass Works Ltd.

Sonargaon Properties LLP Croton Trading Pvt. Ltd.

Kheruka Charity Trust

Segment information as per Accounting Standard 17 on Segment Reporting for the year ended 31st March, 2015

19. Segment Information

Segment information as per Accounting Standard 17 on Segment Reporting for the year ended 31 March, 2015

The Company has identified three reportable segments viz. Scientificware, Consumerware & Others. Segments have been identified and reported taking into account nature of products and services, the differing risks and returns and the internal business reporting systems. The accounting policies adopted for segment reporting are in line with the accounting policy of the Company with following additional policies for segment reporting.

a) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "Unallocable".

b) Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as "Unallocable".

20. Previous year's figures have been re-grouped, reworked, reclassified and re-arranged wherever necessary.


Mar 31, 2013

Note 1 - MAT Credit

Presently the company is liable to pay MAT under section 115JB of the Income Tax Act, 1961 (The Act) and the amount paid as MAT is allowed to be carried forward for being set off against the future tax liabilities computed in accordance with the provisions of the Act, other than Section 115JB, in next Ten years. Based on the future projection of the performances, the Company will be liable to pay the income tax computed as per provisions, other than under section 115JB, of the Act. Accordingly as advised in Guidance note on " Accounting for Credit available in respect of Minimum Alternate Tax under the Income Tax Act 1961" issued by the Institute of Chartered Accountants of India, '' 170.95 Lacs (Previous year Rs. 132.69 Lacs) being the excess of tax payable u/s 115JB of the Act over tax payable as per the provisions other than section 115JB of the Act has been considered as MAT credit entitlement and credited to statement of profit and loss.

Note 2 - Portfolio Management Services

As at 31st March 2013, the company has invested Rs. 3,296.14 Lacs (Previous year Rs. 3,468.70 Lacs) through Portfolio Managers who provide Portfolio Management Services which are in the nature of investment administrative management services and include the responsibility to manage, invest and operate the fund as per the agreement(s) entered with them. As on the said date, the outstanding balance of securities amounting to Rs. 2,274.41 Lacs (Previous year Rs. 2,202.39 Lacs) has been accounted as investment in Note 10 and 13 and the balance amount of Rs. 1,021.73 lacs (Previous year Rs. 1,266.31 Lacs) has been shown under the head "Short-term Loans and Advances" in Note 17.

Note 3 - Related Party Disclosure

Information on Related Parties Disclosures as per Accounting Standard (AS-18) - "Related Party Disclosures" are given below:

(A) List of Related Parties :

(a) Associate Companies

Fennel Investment & Finance Pvt. Ltd.

Gujarat Borosil Ltd.

Gujarat Fusion Glass Ltd.

(b) Key Management Personnel

Mr. B.L.Kheruka - Executive Chairman.

Mr. Shreevar Kheruka - Managing Director.

Mr. V. Ramaswami - Whole-time Director.

(c) Relative of Key Management Personnel

Mr. P. K. Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

Mr. A. K. Roongte Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

Mrs. Kiran Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

Mrs. Priyanka Kheruka - Relative of Mr. B. L. Kheruka & Mr. Shreevar Kheruka.

Mr. A.K. Roongta - Relative of Mr. B. L. Kheruka

(d) Enterprises over which persons described in (b) & (c) above are able to exercise significant influence (Other Related Parties) with whom transactions have taken place:-

Vyline Glass Works Ltd.

Borosil International Ltd.

Sonargaon Properties LLP Roongta Cine Corporation Pvt. Ltd.

Note No. 4 - Segment Information

Segment information as per Accounting Standard 17 on Segment Reporting for the year ended 31st March, 2013

The Company has identified three reportable segments viz. Scientificware, Consumerware & Others. Segments have been identified and reported taking into account nature of products and services, the differing risks and returns and the internal business reporting systems. The accounting policies adopted for segment reporting are in line with the accounting policy of the Company with following additional policies for segment reporting.

a) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "Unallocable".

b) Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as "Unallocable".

a. The reportable Segments are further described as follows:

Scientificware : Comprising of items used in Laboratories and Scientific ware.

Consumerware : Comprising of items for Domestic use.

Others : Comprising of items for industrial use, Miscellaneous Trading items and solar water heating system.

Unallocated : Consists of Income including income from Investments, expenses, assets and liabilities which can not be directly identified to any of the above segments.

Note 5

Previous year''s figures have been re-grouped, reworked, reclassified and re-arranged wherever necessary.


Mar 31, 2012

(a) Terms/Rights attached to Equity Shares

The Company has only one class of shares referred to as equity shares having at par value of Rs 10/- per share. Holder of equity shares is entitled to one vote per share. 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. The distribution will be in proportion to the number of equity shares held by the shareholders.

(b) Pursuant to the approval of the Board of Directors and Shareholders of the Company under Section 77A of the Companies Act, 1956, the Company has been authorized to buy back of upto 9,63,928 equity shares, by spending total amount not exceeding Rs 8,193.39 lacs, that is 25% of the Company's fully paid-up Equity Share Capital and Free Reserves as on 31st March, 2011. The Company bought back 8,28,577 equity shares till 31st March, 2012 for a total consideration of Rs 7,036.46 lacs from open market by utilizing the Security Premium Account and the General Reserve to the extent of Rs 1,721.62 lacs and t 5,231.99 lacs respectively. In terms of Section 77AA of the Companies Act, 1956, Capital Redemption Reserve has been created out of General Reserve for an amount of Rs 82.85 lacs being the nominal value of shares so bought back.

Notes:

i) Buildings include cost of shares in Co-operative Societies Rs 0.02 Lacs (Previous year Rs 0.02 Lacs)

ii) In accordance with the Accounting Standard (As-28) on "Impairment of Assets" As notified by Companies (Accounting Standards) Rules 2006, the management during the year carried out an exercise of identifying the assets that may have been impaired in respect of each cash generating unit in accordance with the said Accounting Standard. On the basis of this review carried out by the management, there was no impairment loss on Fixed Assets during the year ended 31st March, 2012.

iii) Capital Work in Progress includes amount of Rs Nil on account of pre-operative expenses (Previous Year Rs 72.34 Lacs)

Note 1 - MAT Credit

Presently the company is liable to pay MAT under section 115JB of the Income Tax Act, 1961 (The Act) and the amount paid as MAT is allowed to be carried forward for being set off against the future tax liabilities computed in accordance with the provisions of the Act, other than Section 115JB, in next Ten years. Based on the future projection of the performances, the Company will be liable to pay the income tax computed as per provisions, other than under section 115JB, of the Act. Accordingly as advised in Guidance note on "Accounting for Credit available in respect of Minimum Alternate Tax under the Income Tax Act 1961" issued by the Institute of Chartered Accountants of India, Rs 132.69 Lacs (Previous year Rs 461.69 Lacs) being the excess of tax payable u/s 115JB of the Act over tax payable as per the provisions other than section 115JB of the Act has been considered as MAT credit entitlement and credited to statement of profit & loss.

Note 2 - Portfolio Management Services

As at 31st March 2012, the Company has invested Rs 3,468.70 Lacs (Previous year Rs 4,325 Lacs) through Portfolio Managers who provide Portfolio Management Services which are in the nature of investment administrative management services and include the responsibility to manage, invest and operate the fund as per the agreement(s) entered with them. As on the said date, the outstanding balance of securities amounting to Rs 2,202.39 Lacs (Previous year Rs 3,316 Lacs) has been accounted as investment in Note 8 and 12 and the balance amount of Rs 1,266.31 Lacs (Previous year Rs 1,009 Lacs) has been shown under the head "Short- term Loans and Advances" in Note 16.

Note 3 - Related Party Disclosure

Information on Related Parties Disclosures as per Accounting Standard (AS-18) - "Related Party Disclosures" are given below:

(A) List of Related Parties :

(a) Associate Companies

Fennel Investment & Finance Pvt. Ltd.

Gujarat Borosil Ltd.

Gujarat Fusion Glass Ltd.

(b) Key Management Personnel

Mr. B. L. Kheruka - Executive Chairman. .

Mr. P. K. Kheruka - Vice Chairman & Managing Director (Managing Director till 31st July, 2011)

Mr. Shreevar Kheruka - Whole-time Director.

Mr. V. Ramaswami - Whole-time Director.

(c) Relative of Key Management Personnel

Mrs. Rekha Kheruka - Relative of Mr. B L. Kheruka, Mr. P. K. Kheruka & Mr. Shreevar Kheruka.

Mrs. Kiran Kheruka - Relative of Mr. B. L. Kheruka, Mr. P. K. Kheruka & Mr. Shreevar Kheruka.

Mrs. Priyanka Kheruka - Relative of Mr. B L Kheruka, Mr. P. K. Kheruka & Mr. Shreevar Kheruka.

(d) Enterprises over which persons described in (b) & (c) above are able to exercise significant influence (Other Related Parties) with whom transactions have taken place:-

Vyline Glass Works Ltd.

Borosil International Ltd.

Note 4 - Segment Information

Segment information as per Accounting Standard 17 on Segment Reporting for the year ended 31st March, 2012

The Company has identified three reportable segments viz. Scientific ware, Consumer ware & Others. Segments have been identified and reported taking into account nature of products and services, the differing risks and returns and the internal business reporting systems. The accounting policies adopted for segment reporting are in line with the accounting policy of the Company with following additional policies for segment reporting.

a) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of the segment. Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed as "Unallowable".

b) Segment assets and segment liabilities represent assets and liabilities in respective segments. Investments, tax related assets and other assets and liabilities that cannot be allocated to a segment on reasonable basis have been disclosed as Unallowable.

Notes to the Financial Statement for the year ended 31st March, 2012

a. The reportable Segments are further described as follows:

Scientific ware: Comprising of items used in Laboratories and Scientific ware.

Consumer ware: Comprising of items for Domestic use.

Others: Comprising of items for industrial use, Miscellaneous Trading items and solar water heating system. Unallocated: Consists of Income including income from investments, expenses, assets and liabilities which cannot be directly identified to any of the above segments.

b Secondary Segment:

Since the operation of the Company are predominantly conducted within India, as such there is no reportable Geographical Segment.

Note 5

Previous year's figures have been re-grouped, reworked, reclassified and re-arranged wherever necessary.


Mar 31, 2011

1. Estimated amount of contracts remaining to be executed on capital account not provided for Rs.5,976 Lacs net of advance payment (Previous year Rs.794 Lacs).

2. During the year, the Company sold its Marol property (which was revalued earlier), after obtaining various permissions including from its Shareholders, for a total consideration of Rs.83,000 Lacs. After meeting various expenses pertaining to the said transaction, the Company made a net profit amounting to Rs.78,486 Lacs which has been disclosed as an Extra-Ordinary Item.

3. During the year the Company paid an amount of Rs.63 Lacs under Voluntary Retirement Scheme (VRS) to the workmen at Marai Malai Nagar. The said amount has been fully charged to the Profit and Loss account and disclosed as an extra- ordinary item.

5. In accordance with the Accounting Standard (AS -28 ) on " Impairment of Assets" as notified by Companies ( Accounting Standards) Rules 2006, the management during the year carried out an exercise of identifying the assets that may have been impaired in respect of each cash generating unit in accordance with the said Accounting Standard. On the basis of this review carried out by the management, there was no impairment loss on Fixed Assets during the year ended 31st March, 2011.

6. The expenses on account of forward premium on outstanding forward exchange contract to be recognized in the Profit and Loss account of subsequent accounting year aggregating to Rs Nil. (Previous year Rs. 0.30 Lacs)

7. Contingent liabilities :

(Rs. In Lacs)

As at 31.3.2011 As at 31.3.2010

(i) Disputed liabilities in appeal:

a. Income Tax Nil 7

b. Sales Tax 92 97 (No cash outflow is expected in the near future.)

c. Cenvat credit/Service Tax 60 68 (No cash outflow is expected in the near future.)

d. Others 36 30 (No cash outflow is expected in the near future.)

(ii) Bank Guarantees 41 2

(Bank guarantees are provided under contractual/legal obligation. No cash outflow is expected.)

(iii) Fixed Deposit pledged with a Bank against Letter of Credit facility to a third party 150 Nil

(No cash outflow is expected.)

(iv) Guarantee to a Bank against Term Loan facility to a third party Nil 240 (No cash outflow is expected.)

(v) Letter of Credits

Inland- Nil 160

Foreign- Nil 116

(vi) Bill Discounted Nil 113

Secondary Segment:

Since the operations of the Company are predominantly conducted within India, as such there is no reportable Geographical Segment.

Notes:

(a) Segments have been identified and reported taking into account the different risks and returns, the organization structure and the internal reporting systems. These are organized into the following:

Labware: Comprising of items used in Laboratories and Scientific ware.

Consumerware: Comprising of items for Domestic use.

Others: Comprising of items for industrial use, Miscellaneous Trading items and solar water heating

system.

Unallocated: Consists of Income including income from Investments, expenses, assets and liabilities which

can not be directly identified to any of the above segments.

(b) Segment Revenue and Results include the respective amounts identifiable to each of the segments and amount

allocated on a reasonable basis. Unallocated includes common expenditure incurred for all the segments and expenses incurred at corporate level.

15. Information on Related Parties Disclosures as per Accounting Standard (AS-18) - "Related Party Disclosures" are given below:

(A) List of Related Parties:

(a) Associate Companies

1. Fennel Investment & Finance Pvt. Ltd.

2. Gujarat Borosil Limited

3. Gujarat Fusion Glass Limited

(b) Key Management Personnel

1. Mr. B.L.Kheruka – Executive Chairman.

2. Mr. P.K.Kheruka - Vice Chairman & Managing Director

3. Mr. Shreevar Kheruka – Whole-time Director

4. Mr. V.Ramaswami - Whole-time Director

(c) Relatives of Key Management Personnel

1. Mrs.Rekha Kheruka - Relative of Mr. B. L. Kheruka, Mr. P.K.Kheruka & Mr. Shreevar Kheruka

2. Mrs. Kiran Kheruka - Relative of Mr. B. L. Kheruka, Mr. P.K.Kheruka & Mr. Shreevar Kheruka

3. Mrs. Priyanka Kheruka - Relative of Mr. B. L. Kheruka, Mr. P.K.Kheruka & Mr. Shreevar Kheruka

(d) Enterprises over which persons described in (b) & (c) above are able to exercise significant influence (Other Related Parties) with whom transactions have taken place:- 1. Vyline Glass Works Limited

2. Borosil International Ltd.

17. (a) Licensed Capacity/Installed capacity

Consequent upon dismantling and disposal of Marol plant during the year, the details pertaining to Licensed and Installed capacities are not applicable.

Production quantity in current year represents the quantity produced by Sub contractors on Job work basis. Previous year quantity produced by Subcontractor on Job work basis are as under:

Scientific Apparatus & Laboratory ware : 1,15,68,989 Units

Consumer ware: 36,40,762 Units

22. Presently the Company is liable to pay MAT under section 115JB of the Income Tax Act, 1961 (The Act) and the amount paid as MAT is allowed to be carried forward for being set off against the future tax liabilities computed in accordance with the provisions of the Act, other than Section 115JB, in next Ten years. Based on the future projection of the performances, the Company will be liable to pay the Income Tax computed as per provisions, other than under Section 115JB of the Act. Accordingly as advised in Guidance note on "Accounting for Credit available in respect of Minimum Alternate Tax under the Income Tax Act, 1961" issued by The Institute of Chartered Accountants of India, Rs.462 Lacs being the the excess of tax payable u/s 115JB of the Act over tax payable as per the provisions other than section 115JB of the Act has been considered as MAT credit entitlement and credited to profit & loss account.

23. As at 31st March 2011, the Company has invested Rs.4,325 lacs (Previous year Rs Nil) through Portfolio Managers who provide Portfolio Management Services which are in the nature of investment administrative management services and include the responsibility to manage, invest and operate the fund as per the agreement(s) entered with them. As on the said date, the outstanding balance of securities amounting to Rs.3,316 Lacs (Previous year Rs. Nil) has been accounted as investment in Schedule "6" and the balance amount of Rs.1,009 Lacs (Previous year Rs. Nil) has been shown under the head "Loans and Advances" in Schedule "7(e)".

24. Previous years figures have been re-grouped, reworked, reclassified and re-arranged wherever necessary.


Mar 31, 2010

1 In the opinion of the Board, the current assets, loans and advances are approximately of the value stated if realised in the ordinary course of business. The provisions for all known liabilities are adequate.

As At As At 31.03.2010 31.03.2009 2 Commitments and Contingent Liabilities (Rs.In Lakhs) (Rs.In Lakhs) a. Claims against the Company not acknowledged as debts in respect of i. Income Tax - 1,227.17 b. Estimated amount of contracts remaining to be executed on capital account and not provided for (Net off Advances) 3.75 21.85

3 Recognition of Income and Expenses for ongoing projects are based upon expected / achieved sales value and estimated costs and work completion status as certifi ed by architects, which being a technical matter, has been relied upon by the auditors.

4 During the year the Company transferred its investment in 12 subsidiaries amounting to Rs 9,025.78 Lakhs to one of its subsidiary Peninsula Holding & Investment Private Limited for a total consideration of Rs 9,025.78 Lakhs.

5 Excess Income Tax provision of earlier years of Rs 648.75 Lakhs was reversed pursuant to assessment proceedings.

6 The Extra ordinary item in Schedule 12 of Profi t & Loss Account comprises entirely of amortisation of VRS and related cost incurred in earlier years.

The amortisation for current year was Rs. 4,568 Lakhs as against Rs 1,601 Lakhs for the previous year. The increase of Rs 2,967 Lakhs is due to compliance with Accounting Standard-15, which requires the unamortised portion of the deferred revenue expenses (VRS) to be amortised entirely by 31st March 2010.

7 Employee Stock Option Scheme (ESOS)

a During the year, the Company has granted NIL (Previous Year - 770,000) Employee Stock Options to some employees of the Company.

b The Company has granted stock options to employees under the Employees Stock Option Scheme at grant price of Rs. 70/- (face value Rs. 2/-)

c Certain disclosures in respect of the scheme are as under:

i. As the options are granted using the face value, no compensation will arise.

17 Employee Benefi t Plans

The Company has classifi ed various benefi t plans as under:

a Defined Contribution Plan

The Company has recognised the following amounts in Profi t and Loss Account which are included under Contributions to Funds

b Defined Benefit Plan:

i. Gratuity (Funded)

ii Leave Encashment (Non funded)

In terms of the Guidance on implementing the revised AS 15, issued by the Accounting Standards Board of the Institute of Chartered Accountants of India, the Gratuity Trust set up by the Company is treated as defi ned benefi t plan since the Company has to meet the shortfall, if any. However at the year end, no shortfall remains unprovided for.

Leave encashment is payable to eligible employees who have earned leaves, during the employment and / or separation as per the Companys policy.

Valuations in respect of Gratuity and Leave Encashment, as at the Balance Sheet date, based on the following assumptions.

i The disclosures of Gratuity are as under:

The Company has funded its gratuity obligation under Group Gratuity Policy managed by LIC. The disclosures stated below have been obtained from independent actuary, as the fi gures from LIC were not available. In view of this, certain disclosures could not be provided. The other disclosures in accordance with AS -15 (revised) pertaining to Defi ned Benefi t Plans are given below:

8 List of Related Parties and Transactions during the year.

I Controlling Companies

(i) Topstar Mercantile Private Limited

II Subsidiary Companies

(i) Champs Elysee Enterprises Private Limited

(ii) Peninsula Mega Properties Private Limited

(iii) Peninsula Holdings and Investments Private Limited (formerly known as Boom Realty Private Limited)

(iv) Renato Finance and Investments Private Limited

III Step Down Subsidiary Companies

(i) City Parks Private Limited

(ii) Inox Mercantile Company Private Limited

(iii) Peninsula Facility Management Services Limited (formerly known as Peninsula Facility Management Services Private Limited)

(iv) Peninsula Investment Management Company Limited

(v) Peninsula Mega Township Developers Private Limited

(vi) Peninsula Pharma Research Centre Private Limited

(vii) Peninsula Trustee Limited

(viii) Planetview Mercantile Company Private Limited

(ix) RR Mega Property Developers Private Limited

(x) RR Real Estate Development Private Limited

(xi) Rishiraj Enterprises Limited (formerly known as Rishiraj Enterprises Private Limited)

(xii) Takenow Property Developers Private Limited

IV Associate Companies with whom the Company had transactions during the year

(i) Delta Hospitality Private Limited (formerly known as Fasttrack Impex Private Limited)

(ii) JM Realty Management Private Limited

(iii) L & T Crossroads Private Limited

(iv) SEW Electricals Private Limited

(v) Topzone Mercantile Company Private Limited

V Companies where Key Management Personnel /their relatives exercise signifi cant infl uence

(i) Ashok Piramal Management Corporation Limited

(ii) Freedom Registry Limited (formerly known as Amtrac Management Services Limited)

(iii) Morarjee Textiles Limited

(iv) Onestar Mercantile Company Private Limited

(v) Thundercloud Technologies (India) Private Limited

(vi) RR Mega City Builders Private Limited

(vii) Peninsula Mega-City Development Private Limited

(viii) Peninsula SA Realty Private Limited

(ix) Peninsula Townships Development Private Limited

(x) Delta Corp Limited

(xi) Rockfi rst Real Estate Limited (formerly known as Rockfi rst Real Estate Private Limited)

(xii) Ashok Piramal Mega-City Development Private Limited

(xiii) Ashok Piramal Mega Properties Private Limited

(xiv) Ashok Piramal Township Development Private Limited

(xv) Goldlife Mercantile Company Private Limited

(xvi) Jammin Recreation Private Limited

(xvii) Peninsula Real Estate Management Private Limited

(xviii) Peninsula Real Estate Services Private Limited

(xix) Pune Football Club Limited

(xx) Topvalue Brokers Private Limited

(xxi) Integra Apparels and Textiles Limited

(xxii) Truewin Realty Private Limited

(xxiii) Topvalue Real Estate Development Private Limited

VI Enterprises where Key Management Personnel /their relatives exercise signifi cant infl uence

(i) Ashok G. Piramal Trust

(ii) Peninsula Land Limited ESOP Trust

VII Key Management Personnel

(i) Ms. Urvi A. Piramal - Executive Chairperson (ii) Mr. Rajeev A. Piramal- Executive Vice Chairman (iii) Mr. Mahesh S. Gupta - Group Managing Director (iv) Mr. Rajesh Jaggi - Managing Director

VIII R elatives of Key Management Personnel

(i) Mr. Harshvardhan A. Piramal - Son of Executive Chairperson (ii) Mr. Rajeev A. Piramal - Son of Executive Chairperson (iii) Mr. Nandan A. Piramal -Son of Executive Chairperson (iv) Mr. Jaydev Mody - Brother of Executive Chairperson (v) Ms. Sunita Gupta - Spouse of Group Managing Director (vi) Ms. Kalpana Singhania - Sister of Executive Chairperson

9 Earnings Per Share (EPS)

In determining earnings per share, the Company considers the net profi t after tax and includes the post tax effect of any extra - ordinary / exceptional items. The number of shares in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises weighted average shares considered for deriving basic earnings per share, and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. The diluted potential equity shares are adjusted for the proceeds receivable, had the shares been actually issued at fair price (ie the average market value of outstanding shares). Statement showing the computation of EPS is as under:

10 The Micro, Small and Medium Enterprises Development Act, 2006

The Company has sent letters to suppliers to confi rm whether they are covered under Micro, Small and Medium Enterprises Development Act, 2006 as well as they have fi le required memorandum with the prescribed authorities. Out of the letters sent to the parties, some confi rmations have been received till the date of fi nalisation of Balance Sheet. Based on the confi rmations received, the details of outstandings are as under:

11 Segment Reporting

Since the fi nancial statements contain both consolidated and standalone fi nancials, segment reporting disclosure is provided in notes to consolidated fi nancial statements.

12 Previous year fi gures have been regrouped / reclassifi ed wherever necessary to conform to current year’s classifi cation.

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