Notes to Accounts of Shah Metacorp Ltd.

Mar 31, 2018

1 Company overview

Gyscoal Alloys Limited (the ‘Company’) is a public limited Company and domiciled in India and is incorporated under the provisions of the Companies Act with its registered office located at Plot No. 2/3 GIDC, Ubkhal, Kukarwada, Tal. Vijapur, Dist.: Mehsana - 382 830. The Company is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The company is engaged in the manufacturing of SS products. The financial statements are approved for issue by the company’s Board of Directors on May 28, 2018.

2 Basis of preparation

2.1 Statement of compliance

The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. These financial statements are the company’s first Ind AS financial statements. The financial statements up to year ended March 31, 2017 were prepared in accordance with the Accounting standards notified under Companies (Accounting Standards) Rules, 2006 (IGAAP) and other relevant provisions of the Act. Previous period figures in the financial statements have been restated to Ind AS. In accordance with Ind AS 101 First time Adoption of Indian Accounting Standard, the Company has presented reconciliations and explanations of the effects from IGAAP to Ind AS on financial position, financial performance and cash flows in Note No. 5.

2.2 Basis of measurement

The Financial Statements have been prepared on the historical cost basis except for the certain financial assets and liabilities measured at fair value.

- Certain financial assets and liabilities

- defined benefit plans assets

2.3 Functional and presentation currency

Indian rupee is the functional and presentation currency.

2.4 Use of estimates

The preparation of the financial statements in conformity with Ind AS requires management to make estimates, judgments and assumptions.

These estimates, judgments and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period.

Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements.

Application of accounting policies that require critical accounting estimates involving complex and subjective judgments and the use of assumptions in these financial statements are:

- Useful lives of Property, plant and equipment

- Valuation of financial instruments

- Provisions and contingencies

- Income tax and deferred tax

- Measurement of defined employee benefit obligations

- Export Incentive

3 Recent accounting pronouncements issued but not yet effective

Appendix B to Ind AS 21, Foreign currency transactions and advance consideration: On March 28, 2018, Ministry of Corporate Affairs (““MCA”“) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency. The amendment will come into force from April 1, 2018.

The Company has evaluated the effect of this on the financial statements and the impact is not material.

Ind AS 115- Revenue from Contract with Customers: On March 28, 2018, Ministry of Corporate Affairs (““MCA”“) has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognize 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. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. The amendment will come into force from April 1, 2018.

The Company has evaluated the effect of this on the financial statements and the impact is not material.

4 Transition to Ind AS

These standalone financial statements of Gyscoal Alloys Limited for the year ended March 31, 2018 have been prepared in accordance with Ind AS. For the purposes of transition to Ind AS, the Company has followed the guidance prescribed in Ind AS 101 - “First-Time Adoption of Indian Accounting Standards” with April 01, 2016 as the transition date and Indian GAAP as the IGAAP.

The transition to Ind AS has resulted in changes in presentation of the financial statements, disclosures in the notes thereto and accounting policies and principles. The accounting policies set out in Note 3 have been applied in preparing the standalone financial statements for the year ended March 31, 2018 and the comparative information.

4.1 First time adoption of Ind AS

An explanation of how transition from IGAAP to Ind AS has affected the company’s financial position, financial performance and cash flows are set hereunder:

4.1.1 Exception to the retrospective application of other Ind AS

a Estimates

Company’s estimates in accordance with Ind AS as at the date of transition to Ind AS (April 01, 2016) are consistent with the estimates made for the same date as per IGAAP.

b Classification of financial assets

The classification of financial assets to be measured at amortised cost is made on the basis of the facts and circumstances that existed on the date of transition to Ind AS.

4.1.2 Exemption from other Ind AS

Deemed cost of Property, plant and equipment and Intangible assets

Company has elected to measure all of its Property, Plant and Equipment and Intangible assets at their IGAAP carrying amount as on the date of transition to Ind AS.

Investment in subsidiary and associate

Company has elected to measure its investment in subsidiary and associate in separate financial statements at their IGAAP carrying amount as on the date of transition to Ind AS.

4.2.1 Reconciliation of statement of cash flows

There are no material adjustments to the statement of cash flows as reported under IGAAP.

5.1 Rights, preferences and restrictions attached to shares

The Company has only one class of equity shares referred to as equity shares having a par value of ‘ 10. Each holder of equity share is entitled to one vote per share.

Dividends, if any, is declared and paid in Indian Rupees. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

6 Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other reserves attributable to the equity holders of the Company. The Company’s objective for capital management is to maximize shareholder value and safeguard business continuity. The Company determines the capital requirement based on annual operating plans and other strategic plans. The funding requirements are met through equity and operating cash flows.

7.1.1 Details of securities

Working capital loans from Banks are secured by way of hypothecation of Raw Materials, Work-in-Process, Finished Goods, Stores & Spares, Book Debts etc., and by way of second charge on Company’s immovable properties.

Working capital loans are guaranted by some of the directors of the Company as well as corporate guarantee of other group companies.

As all the above accounts classified by bank as NPA, interest on the same is not charged by the bank in the said accounts. So, the company has made provision of interest payable on such accounts at the interest rates sanctioned by the banks and shown under the other financial liabilities.

Out of the above NPA Accounts, UCO Bank has sold its NPA A/c to M/s. Omkara Assets Reconstruction Pvt. Ltd. (ARC) and the company has acknowledge this assignment of Debt towards the said ARC vide resolution passed in board meeting held on 12th February, 2018.

7.2.1 The default was neither remedied nor the terms of the loans payable were renegotiated, before the financial statements were approved for issue.

8.1 The company is responsible for the governance of the plan.

8.2 Risk to the Plan

Following are the risk to which the plan exposes the entity :

A Actuarial Risk:

There is a 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 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 made effective.

9 Fair Value Measurement of Financial asset and Financial liabilities

The Fair value of current financial assets and current financial liabilities measured at amortised cost, are considered to be the same as their carrying amount as they are of short term nature. Hence fair value hierarchy is not given for the same.

The carrying amount of non - current financial assets and non - current financial liabilities measured at amortised cost are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled. Hence, fair value hierarchy is not given for the same.

10 Financial Risk Management

The company’s activities expose it to variety of financial risks : market risk, credit risk and liquidity risk. The company’s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board of Directors has established a risk management policy to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management systems are reviewed periodically to reflect changes in market conditions and the Company’s activities. The Board of Directors oversee compliance with the Company’s risk management policies and procedures, and reviews the risk management framework.

A 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 risk comprises interest rate risk and currency risk.

i Interest rate risk

Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Interest risk arises to the Company mainly from borrowings with variable rates. The Company measures risk through sensitivity analysis. The banks are now finance at variable rate only, which is the inherent business risk.

ii Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company is exposed to foreign exchange risk through its sales and purchases from overseas suppliers in foreign currencies. The comapny measures risk through sensitivity analysis.

B Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial assets.

The company’s principal source of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company closely monitors its liquidity position and is attempting to enhance its sources of funding by increasing cash flow generated from its operations and realisations from other proposed measures. The Company measures risk by forecasting cash flows.

C Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Credit risk encompasses both, the direct risk of default and the risk of deterioration of credit worthiness.

Credit risk arises primarily from financial assets such as trade receivables, cash and cash equivalent and other financial assets.

I n respect of trade receivables, credit risk is being managed by the company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the company grants credit terms in the normal course of business. All trade receivables are also reviewed and assessed for default on a regular basis. The concentration of credit risk is limited due to the fact that the customer base is large. There is no customer representing more that 10% of total balance of trade receivables.

Credit risk arising from cash and cash equivalent and other financial assets is limited as the counterparties are banks and mainly Government companies respectively.

The maximum exposure to the credit risk at the reporting date from trade recievables is as under :

11.1 The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions.

11.2 The related party balances outstanding are routine in nature as per ordinary course of business.

12 Segment Informations

12.1 The Company is engaged in the business of manufacturing of S.S. Products. As there is only one reportable segment, the company has not given segment information.

12.2 Information about major customers

There are no major customers which individually accounted for revenue more than 10% of total revenue of the company.

13 Details of Loan given, Investment made and Guarantee given pursuant section 186 (4) of the Companies Act, 2013 :

Loans given and investments made are given under the respective heads. Loans have been utilized by the recipients for their business purpose. There are no corporate guarantees given by the company in respect of loans as at March 31, 2018.

14 As the company is not covered under the provision of Section 135 of the Companies Act, 2013, details of CSR is not required to be given.

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Mar 31, 2016

Contingent liabilities are disclosed unless the possibility of outflow of resources is remote.

Contingent assets are neither recognized nor disclosed in the financial statements.

1. Terms / Rights attached to Equity Shares

The Company has only one class of equity shares having a face value of ''10/- per share. Each equity shareholder is entitled to one vote per share.

2 Shares held by holding/ultimate holding company and/or their subsidiaries/associates : - Nil

3. Details of Term Loans are as under :

Auto Loans from HDFC Bank carries interest @ 10.13% p.a. The loan is repayable in 60 equated monthly installments total amounting to Rs,294820/- including interest.

Auto Loans from Tata Capital Financial Services Ltd. carries interest @ 11.52% p.a. The loan is repayable in 60 equated monthly installments total amounting to Rs,100100/- including interest.

Auto Loans from Volkswagen Finance Private Limited carries interest @ 10.16% p.a. The loan is repayable in

60 equated monthly installments total amounting to Rs,117704/- including interest.

4. Details of Security of the Term Loans are as under :

Term Loans from State Bank of Patiala of Rs,Nil/- (Previous Year Rs,1961251/-) was secured by way of Pari Pasu Charge over the Land & Building, Plant & Machinery and other immovable & movable Fixed assets of the company both present and future and personal guarantee of some of the Directors of the Company as well as corporate guarantee of other group companies.

Auto Loans from HDFC Bank of Rs,7784928/- (Previous Year Rs,10389301/-) are secured by way of hypothecation of respective vehicles.

Auto Loans from Tata Capital Financial Services Ltd. of Rs,3108997/- (Previous Year Rs,3903762/-) are secured by way of hypothecation of respective vehicles.

Auto Loans from Volkswagen Finance Private Limited of Rs,6263086/- (Previous Year Rs,6998128/-) are secured by way of hypothecation of respective vehicles.

Working Capital loan from Bank is secured by way of hypothecation of Raw Materials, Work-in-Process, Finished Goods, Stores & Spares, Book Debts etc., and by way of second charge on Company''s immovable properties, and also personal guarantee of some of the Directors of the Company as well as corporate guarantee of other group companies.

During the year, the company has made default in repayment of working capital loan repayable on demand from the banks, details of which are as under :

Note : As both the above Accounts classified by bank as NPA, interest on the same is not charged by the bank in the said accounts. So, the company has made provision of interest payable on such accounts at the interest rates sanctioned by the banks and shown under the Other Current Liabilities in Balance Sheet.

Details of dues to Micro, Small and Medium Enterprise as defined under MSMED Act, 2006

The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure regarding :

a) Amount due and outstanding to suppliers at the end of accounting year,

b) Interest paid during the year,

c) Interest payable at the end of accounting year,

d) Interest accrued and unpaid at the end of the accounting year, have not been given.

The Company is making efforts to get the confirmation from the suppliers as regards their status under the Act.

* Income from investment in mutual fund made from the proceed of IPO of Rs, 19121150/- is deducted from the total figure of WIP as the same is treated as project pre-completion income and the same is adjusted against the cost of the project.

5. From the last year, pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified in Schedule II. Accordingly the unamortized carrying value is being depreciated / amortized over the revised/ remaining useful lives. The written down value of Fixed Assets whose lives have expired as at 1st April 2014 have been adjusted in the opening balance of Profit and Loss Account amounting to Rs, 740793.

Defined Benefit Plans

At present, the company has not any Defined Benefit Plans which are managed by other third party like LIC etc. However, the company is making provision for the present value of gratuity payable based on actuarial valuation using Projected Unit Credit Method. The company has not made any provision for leave encashment , but the same is recognized as expenses on actual payment basis.

6. SAGMENT REPORTING :

The Company is mainly engaged in the business of manufacturing of S.S. Products. Considering the nature of business and financial reporting of company, the company has only one segment, viz. S.S. Products as reportable segment. The company operates in local / export segment geographically of which the export has amounted to Rs,589914848/- out of total turnover of Rs,1582250332/- but due to nature of the business, the assets / liabilities and expenses for these activities cannot be bifurcated separately.

(Net of amount paid to statutory authorities and provided in to accounts)

* Claims against the Company not acknowledgement as debt includes demand from the Gujarat VAT Authority for payment of VAT and CST of Rs,390090807/- and from the Indian Income Tax Authority for payment of tax of Rs,5614730/- The Company has filed appeal with higher authorities and the Company has been legally advised that the additional demands raised are likely to be either deleted or substantially reduced and accordingly no provision is considered necessary.

7. During the financial year 2010-11, the Company has completed its Initial Public Offer (IPO) comprising of 77,00,000 equity shares at a price of Rs,71 per share aggregating to Rs,5467.00 lacs. The share premium of Rs,61 per share amounting to Rs,4697.00 lacs has been credited to Share Premium Account. The share issue expenses amounting to Rs,510.69 lacs have been adjusted to Share Premium Account.

* It includes advances given to various parties for Land and Plant & Machinery for New Project.

Plant & Machineries for Phase -I of new IPO project has been installed and Phase-II of the same is still under process.

8. In the opinion of Board of Directors, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provision for all liabilities is adequate and not in excess of the amounts considered reasonably necessary.

9. Outstanding Balance of unsecured loans, trade receivables, trade payables, loans and advances and any other outstanding balances including all squared up accounts are subject to confirmation and reconciliation.

10. The figures for the corresponding previous period have been restated /regrouped wherever necessary, to make them comparable.

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Mar 31, 2015

1. Terms / Rights attached to Equity Shares

The Company has only one class of equity shares having a face value of Rs. 10/- per share. Each equity shareholder is entitled to one vote per share.

2. Shares held by holding/ultimate holding company and/or their subsidiaries/associates : - Nil

3. Details of Term Loans are as under :

Term Loan from State Bank of PatiyaLa carries interest @ 15.50% p.a. The loan is repayable in 16 quarterly installments of Rs. 3200000/- each along with interest.

Auto Loans from HDFC Bank carries interest @ 10.13% p.a. The loan is repayable in 60 equated monthly installments total amounting to Rs. 2948200/- including interest.

Auto Loans from Tata Capital Fanincial Services Ltd. carries interest @ 11.52% p.a. The loan is repayable in 60 equated monthly installments total amounting to Rs. 100100/- including interest.

Auto Loans from Volkswagen Finance Private Limited carries interest @ 10.16% p.a. The loan is repayable in 60 equated monthly installments total amounting to Rs. 117704/- including interest.

4. Details of Security of the Term Loans are as under :

Term Loans from State Bank of Patiyala of Rs. 1961251/- (Previous Year Rs. 18227229/-) is secured by way of Pari Pasu Charge over the Land & Building, Plant & Machinery and other immovable & movable Fixed assets of the company both present and future and personal guarantee of some of the Directors of the Company as well as corporate guarantee of other group companies.

Auto Loans from HDFC Bank of Rs. 10389301/- (Previous Year Rs. 12743838/-) are secured by way of hypothecation of respective vehicles.

Auto Loans from Tata Capital Financial Services Ltd. of Rs. 3903762/- (Previous Year Rs. Nil) are secured by way of hypothecation of respective vehicles.

Auto Loans from Volkswagen Finance Ptivate Limited of Rs. 6998128/- (Previous Year Rs. Nil) are secured by way of hypothecation of respective vehicles.

Details of dues to Micro, Small and Medium Enterprise as defined under MSMED Act, 2006

The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure regarding :

a) Amount due and outstanding to suppliers at the end of accounting year,

b) Interest paid during the year,

c) Interest payable at the end of accounting year,

d) Interest accrued and unpaid at the end of the accounting year, have not been given.

The Company is making efforts to get the confirmation from the suppliers as regards their status under the Act.

5. Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified in Schedule II. Accordingly the unamortised carrying value is being depreciated / amortised over the revised/ remaining useful lives. The written down value of Fixed Assets whose lives have expired as at 1st April 2014 have been adjusted in the opening balance of Profit and Loss Account amounting to ' 740793.

6. Defined Benefit Plans

At present, the company has not any Defined Benefit Plans which are managed by other third party like LIC etc. However, the company is making provision for the present value of gratuity payable based on actuarial valuation using Projected Unit Credit Method. The company has not made any provision for leave encashment , but the same is recognised as expenses on actual payment basis.

7. SAGMENT REPORTING :

The Company is mainly engaged in the business of manufacturing of S.S. Products. Considering the nature of business and financial reporting of company, the company has only one segment, viz. S.S. Products as reportable segment. The company operates in local / export segment geographically of which the export has amounted to Rs. 285118054/- out of total turnover of Rs. 1757994715/- but due to nature of the business, the assets / liabilities and expenses for these activities can not be bifurcated separately.

8. CONTIGENT LIABILITIES :

2014-15 2013-14

* Claims against the Company not acknowledged as debt (Amount in Rs. 402846192 144321107

(Net of amount paid to statutory authorities and provided in to accounts)

* Claims against the Company not acknowledgement as debt includes demand from the Gujarat VAT Authority for payment of VAT and CST of Rs. 395090807/- and from the Indian Income Tax Authority for payment of tax of Rs. 3355385/- The Company has filed appeal with higher authorities and the Company has been legally advised that the additional demands raised are likely to be either deleted or substantially reduced and accordingly no provision is considered necessary.

9. During the financial year 2010-11, the Company has completed its Initial Public Offer (IPO) comprising of 77,00,000 equity shares at a price of Rs. 71 per share aggregating to Rs. 5467.00 lacs. The share premium of Rs. 61 per share amounting to Rs. 4697.00 lacs has been credited to Share Premium Account. The share issue expenses amounting to Rs. 510.69 lacs have been adjusted to Share Premium Account.

* It includes advances given to various parties for Land and Plant & Machinery for New Project.

* As on 31st March, 2015 unutilized funds have been temporarily invested in interest bearing liquid instruments including deposits with banks.

Plant & Machineries for Phase -I of new IPO project has been installed and Phase-II of the same is still under process.

10. In the opinion of Board of Directors, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provision for all liabilities is adequate and not in excess of the amounts considered reasonably necessary.

11. Outstanding Balance of unsecured loans, trade receivalbes, trade payables, loans and advances and any other outstanding balances including all squared up accounts are subject to confirmation and reconciliation.

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Mar 31, 2014

1. Terms / Rights attached to Equity Shares :

The Company has only one class of equity shares having a face value of R 10/- per share. Each equity shareholder 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 the remaining assets of the company, after distribution of all preferential amounts.

2. Details of Term Loans are as under :

Term Loan from State Bank of Patiyala carries interest @ 12.75% p.a. The loan is repayable in 16 quarterly installments of Rs. 3200000/- each along with interest.

Auto Loans from ICICI Bank carries interest @ 10.12% p.a. The loan is repayable in 60 equated monthly installments total amounting to Rs. 87610/- along with interest.

Auto Loans from HDFC Bank carries interest @ 10.13% p.a. The loan is repayable in 60 equated monthly installments total amounting to Rs. 294280/- along with interest.

3. Details of Security of the Term Loans are as under :

Term Loans from State Bank of Patiyala and UCO Banks of Rs. 18227229/- (Previous Year Rs. 31370629/-) are secured by way of Pari Pasu Charge over the Land & Building, Plant & Machinery and other immovable & movable Fixed assets of the company both present and future and personal guarantee of some of the Directors of the Company as well as corporate guarantee of other group companies Auto Loans from ICICI Bank of Rs. 3317302/- (Previous Year r 3995196/-) are secured by way of hypothecation of respective vehicles.

Auto Loans from HDFC Bank of Rs. 12743838/- (Previous Year Rs. Nil) are secured by way of hypothecation of respective vehicles.

Working Capital loan from Bank is secured by way of hypothecation of Raw Materials, Work-in- Process, Finished Goods, Stores & Spares, Book Debts etc., and by way of second charge on Company''s immovable properties, and also personal guarantee of some of the Directors of the Company as well as corporate guarantee of other group companies.

Details of dues to Micro, Small and Medium Enterprise as defined under MSMED Act, 2006.

The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure regarding :

a) Amount due and outstanding to suppliers at the end of accounting year,

b) Interest paid during the year,

c) Interest payable at the end of accounting year,

d) Interest accrued and unpaid at the end of the accounting year, have not been given.

The Company is making efforts to get the confirmation from the suppliers as regards their status under the Act.

* Fixed Deposit with banks includes deposits of Rs. 52331631/- (Previous Year Rs. 48805612/-) given as margin money for Letter of Credit issued by the bank in the favour of the Company.

All Fixed Deposits are with maturity of more than 12 months.

4. SEGMENT REPORTING :

The Company is mainly engaged in the business of manufacturing of S.S. Products. Considering the nature of business and financial reporting of company, the company has only one segment, viz. S.S. Products as reportable segment. The company operates in local/export segment geographically of which the export has amounted to Rs. 451214205/- out of total turnover of Rs. 2754537280/-. but due to nature of the business, the assets / liabilities and expenses for these activities can not be bifurcated separately.

5. CONTIGENT LIABILITIES :

2013-14 2012-13

Claims against the Company not

acknowledged as debt (Amount in Rs.) 0 0

Buyer''s Credit Outstanding (Amount in US$) 0 169463

6. During the financial year 2010-11, the Company has completed its Initial Public Offer (IPO) comprising of 77,00,000 equity shares at a price of Rs. 71 per share aggregating to Rs. 5467.00 lacs. The share premium of Rs. 61 per share amounting to Rs. 4697.00 lacs has been credited to Share Premium Account. The share issue expenses amounting to Rs. 510.69 lacs have been adjusted to Share Premium Account.

* It includes advances given to various parties for Land and Plant & Machinery for New Project.

# As on 31st March, 2014 unutilized funds have been temporarily invested in interest bearing liquid instruments including deposits with banks.

The Company has shifted the IPO project to the new land located at Kukarwada as approved by the shareholders in the Annual General Meeting of the Company held on 30th September, 2013. The process of land acquicition is completed, procedure of Land Development is started. The order of plants & machineries have been placed for which advances are given to various parties.

7. In the opinion of Board of Directors, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provision for all liabilities is adequate and not in excess of the amounts considered reasonably necessary.

8. Outstanding Balance of unsecured loans, sundry debtors, sundry creditors, loans and advances and any other outstanding balances including all squared up accounts are subject to confirmation and reconciliation.

9. Expenditure related to and incurred during implementation of capital projects is included under "Capital Work in Progress" which will be allocated to the respective fixed assets on completion of construction / erection of the capital project / fixed assets. Dividend income from Mutual fund (Net of Redumption Loss) of Rs. 19121150/- received out of the investment of IPO proceed is deducted from "Capital Work in Progress".

10. The Subsidiary companies considered in the consolidated financial statements are :

Name of the Subsidiary Country of the Incorporation Date on which it became Subsidiary Effective Ownership in subsidiaries as at 2013-14 2012-13 Thai Indo Steel Co. Ltd. Thailand 12/11/2013 51.00% 0

11. Reasons for consolidation based on Management Accounts :

a) The Company has a holding of 51% in its subsidiary Company namely Thai Indo Steel Limited. In the absence of availability of the Audited financials for the purposes of this consolidated financial statement, Consolidated Financial Statement for the year 2013-14 was prepared with considering the Management Accounts of this subsidiaries.

b) Pursuant to the Securities Exchange Board of India circular no. CIR/CFD/DIL/7/2011 dated October 5, 2011, all listed companies are required to submit their Standalone and Consolidated annual audited results within 60 days from the end of the financial year. In respect of one of the subsidiairy namely Thai indo steel Limited it was not practicable to draw up the financial statements upto March 31, 2014 within the stipulated period. Accordingly, the management has considered unaudited financial statements of that subsidiary for the year ended November 30, 2013. Further, no material transactions and other events were found between December 1, 2013 and March 31, 2014 which required financial adjustments as per the requirements of AS 21.

12. Necessary adjustments are normally made in the CFS to align the accounting policy of all the group concerns with that of the company. However in respect of the following components of the consolidated financial statements, the accounting policies followed by the subsidiary is different from that of the company :-

Components of Consolidated Financial Statements Particulars Amount as at March 31, 2014 (in Rs.) Proportion of the component % Depreciation (Post Acquisition) The Subsidiary has provided Depreciation on Straight Line Method as against Written Down Value followed by the Company. -- 0.00% Accumulated Depreciation 5524.36 0.00%

13. SEGMENT REPORTING :

The Company is mainly engaged in the business of manufacturing of S.S. Products. Considering the nature of business and financial reporting of company, the company has only one segment, viz. S.S. Products as reportable segment. The company operates in local / export segment geographically of which the export has amounted to R 451214205/- out of total turnover of R 2754537280/- but due to nature of the business, the assets / liabilities and expenses for these activities can not be bifurcated separately.

14. CONTIGENT LIABILITIES :

2013-14 2012-13

Claims against the Company not

acknowledged as debt (Amount in Rs.) 0 0

Buyer''s Credit Outstanding 0 169463 (Amount in US$)

15. During the financial year 2010-11, the Company has completed its Initial Public Offer (IPO) comprising of 77,00,000 equity shares at a price of Rs. 71 per share aggregating to Rs. 5467.00 lacs. The share premium of Rs. 61 per share amounting to Rs. 4697.00 lacs has been credited to Share Premium Account. The share issue expenses amounting to Rs. 510.69 lacs have been adjusted to Share Premium Account.

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Mar 31, 2013

1.1 Terms / Rights attached to Equity Shares

The Company has only one class of equity shares having a face value of Rs. 10/- per share. Each equity shareholder 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 the remaining assets of the company, after distribution of all preferential amounts.

1.2 Shares held by holding/ultimate holding company and/or their subsidiaries/associates : - Nil

2.1 Details of Term Loans are as under :

Term Loan from State Bank of Patiyala carries interest @ 12.75% p.a. The loan is repayable in 16 quarterly installments of Rs. 3200000/- each along with interest.

Term Loan from UCO Bank carries interest @ 13.75% p.a. The loan is repayable in 20 quarterly installments of Rs. 3125000/- each along with interest.

Auto Loans from ICICI Bank carries interest @ 10.12% p.a. The loan is repayable in 60 equated monthly installments of Rs. 87610/- each along with interest.

2.2 Details of Security of the Term Loans are as under :

Term Loans from State Bank of Patiyala and UCO Banks of Rs. 31370629/- (Previous Year Rs. 54662761/-) are secured by way of Pari Pasu Charge over the Land & Building, Plant & Machinery and other immovable & movable Fixed assets of the company both present and future and personal guarantee of some of the Directors of the Company as well as corporate guarantee of other group companies. Auto Loans from ICICI Bank of Rs. 3995196/- (Previous Year Rs. NIL/-) are secured by way of hypothecation of respective vehicles.

Details of dues to Micro, Small and Medium Enterprise as defined under MSMED Act, 2006

The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure regarding :

a) Amount due and outstanding to suppliers at the end of accounting year,

b) Interest paid during the year,

c) Interest payable at the end of accounting year,

d) Interest accrued and unpaid at the end of the accounting year, have not been given. The Company is making efforts to get the confirmation from the suppliers as regards their status under the Act.

3.1 As per Accounting Standard 15 "Employee Benefits", the disclosures of Employee benefits as defined in the Accounting Standard are given below:

Defined Contribution Plans

4. SEGMENT REPORTING :

The Company is mainly engaged in the business of manufacturing of S.S. Products. Considering the nature of business and financial reporting of company, the company has only one segment, viz. S.S. Products as reportable segment. The company operates in local / export segment geographically of which the export has amounted to Rs. 302555673/- out of total turnover of Rs. 2864400816/-. but due to nature of the business, the assets / liabilities and expenses for these activities can not be bifurcated separately.

5. CONTIGENT LIABILITIES :

2012-13 2011-12

Claims against the Company not acknowledged as debt (Amount in Rs.) 0 0

Buyer''s Credit Outstanding (Amount in US$) 169463 649995

6. During the financial year 2010-11, the Company has completed its Initial Public Offer (IPO) comprising of 77,00,000 equity shares at a price of Rs. 71 per share aggregating to Rs. 5467.00 lacs. The share premium of Rs. 61 per share amounting to Rs. 4697.00 lacs has been credited to Share Premium Account. The share issue expenses amounting to Rs. 510.69 lacs have been adjusted to Share Premium Account.

* It includes advances given to various parties for Land and Plant & Machinery for New Project.

# As on 31st March, 2013 unutilized funds have been temporarily invested in interest bearing liquid instruments including deposits with banks and investments in mutual funds.

As Company has not received the NA permission of land located at Magodi from the Government for its IPO Project the Board of Directors have decided to shift the IPO project to the new land already acquired by the company, located at Kukarwada and the same will be subject to approval and ratification of shareholders in the ensuing Annual General Meeting of the Company. The statutory approvals of new land is still under process, consequently procedure of Land Development, Civil Works and setup of new Plant is not started. However, the order of plants & machineries have been placed for which advances are given to various parties.

7. In the opinion of Board of Directors, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provision for all liabilities is adequate and not in excess of the amounts considered reasonably necessary.

8. Outstanding Balance of unsecured loans, sundry debtors, sundry creditors, loans and advances and any other outstanding balances including all squared up accounts are subject to confirmation and reconciliation.

9. Expenditure related to and incurred during implementation of capital projects is included under "Capital Work in Progress" which will be allocated to the respective fixed assets on completion of construction / erection of the capital project / fixed assets. Dividend income from Mutual fund of Rs. 19500920/- received out of the investment of IPO proceed is deducted from "Capital Work in Progress".

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Mar 31, 2012

1.1 2275520 Equity Shares out of the issued, subscribed and paid up share capital were alotted as Bonus Shares in last five years by utilisation of General Reserve Account.

1.2 Terms / Rights attached to Equity Shares

The Company has only one class of equity shares having a face value of Rs. 10/- per share. Each equity shareholder 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 the remaining assets of the company, after distribution of all preferential amounts.

1.3 Shares held by holding/ultimate holding company and/or their subsidiaries/associates : - Nil

2.1 Details of Term Loans are as under :

Term Loan from State Bank of Patiyala carries interest @ 12.75% p.a. The loan is repayable in 16 quarterly installments of Rs. 3200000/- each along with interest.

Term Loan from UCO Bank carries interest @ 13.75% p.a. The loan is repayable in 20 quarterly installments of Rs. 3125000/- each along with interest.

2.2 Details of Security of the Term Loans are as under :

Term Loans from State Bank of Patiyala and UCO Banks of Rs. 54662761/- (Previous Year Rs. 58645603/-) are secured by way of Pari Pasu Charge over the Land & Building, Plant & Machinery and other immovable & movable Fixed assets of the company both present and future and personal guarantee of some of the Directors of the Company as well as corporate guarantee of other group companies.

Working Capital loan from Bank is secured by way of hypothecation of Raw Materials, Work-in-Process, Finished Goods, Stores & Spares, Book Debts etc., and by way of second charge on Company's immovable properties, and also personal guarantee of some of the Directors of the Company as well as corporate guarantee of other group companies.

Details of dues to Micro, Small and Medium Enterprise as defined under MSMED Act, 2006

The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure regarding :

a) Amount due and outstanding to suppliers at the end of accounting year,

b) Interest paid during the year,

c) Interest payable at the end of accounting year,

d) Interest accrued and unpaid at the end of the accounting year, have not been given.

The Company is making efforts to get the confirmation from the suppliers as regards their status under the Act.

* Fixed Deposit with banks includes deposits of Rs. 49454453/- (Previous Year Rs. 42167000/-) given as margin money for Letter of Credit issued by the bank in the favour of the Company.All Fixed Deposits are with maturity of more than 12 months.

Defined Benefit Plans

At present, the company has not any Defined Benefit Plans which are managed by other third party like LIC etc. However, the company is making provision for the present value of gratuity payable based on actuarial valuation using Projected Unit Credit Method. The company has not made any provision for leave encashment , but the same is recognised as expenses on actual payment basis.

* Excise Duty shown under Expenditure represents the aggregate of excise duty borne by the Company and difference between excise duty on opening stock and closing stock of finished goods.

3. SAGMENT REPORTING :

The Company is mainly engaged in the business of manufacturing of S.S. Products. Considering the nature of business and financial reporting of company, the company has only one segment, viz. S.S. Products as reportable segment. The company operates in local / export segment geographically of which the export has amounted to Rs. 76401586/- out of total turnover of Rs. 2124185022/- But due to nature of the business, the assets / liabilities and expenses for these activities can not be bifurcated separately.

4. CONTIGENT LIABILITIES :

2011-12 2010-11

Claims against the Company not acknowledged as debt (Amount in Rs.) 0 0

Buyer's Credit Outstanding (Amount in US$) 649995 825273

5. During the previous financial year, the Company has completed its Initial Public Offer (IPO) comprising of 77,00,000 equity shares at a price of Rs. 71 per share aggregating to Rs. 5467.00 lacs. The share premium of Rs. 61 per share amounting to Rs. 4697.00 lacs has been credited to Share Premium Account. The share issue expenses amounting to Rs. 510.69 lacs have been adjusted to Share Premium Account.

* It includes advances given to various parties for Land and Plant & Machinery for New Project.

# As on 31st March, 2012 unutilized funds have been temporarily invested in interest bearing liquid instruments including deposits with banks and investments in mutual funds.

6. In the opinion of Board of Directors, the current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of business. The provision for all liabilities is adequate and not in excess of the amounts considered reasonably necessary.

7. Outstanding Balance of unsecured loans, sundry debtors, sundry creditors, loans and advances and any other outstanding balances including all squared up accounts are subject to confirmation.

8. Expenditure related to and incurred during implementation of capital projects is included under "Capital Work in Progress" which will be allocated to the respective fixed assets on completion of construction / erection of the capital project / fixed assets. Dividend income from Mutual fund of Rs. 9819780/- received out of the investment of IPO proceed is deducted from "Capital Work in Progress".