Notes to Accounts of Mazda Ltd.

Mar 31, 2018

1. COMPANY BACKGROUND

Mazda Limited (the ‘Company’) is a public limited company is incorporated in 1990 under provisions of the Companies Act, 1956. The Company is engaged in the business of manufacturing of Engineering goods like Vaccum Products, Evaporators, pollution Control Equipments and Manufacturing of Food Product like Food colour, Various Fruit Jams & Fruit mix Powders etc. The Company sells its products in the domestic as well as export markets. The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange Limited (NSE).

a) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par 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 equity shareholders will be entitled to receive 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.The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

Description of nature and purpose of each reserve

General Reserve - General reserve is created from time to time by way of transfer profits from retained earnings for appropriation purposes. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.

Capital Reserve - Capital reserve is utilised in accordance with provision of the Companies Act.

Capital Redemption Reserve - Represent reserve created during buy back of Equity Shares and it is a non-distributable reserve.

Securities premium reserve - Securities premium reserve is used to record the premium on issue of shares. This reserve is utilised in accordance with the provisions of the Companies Act.

Equity instruments through other comprehensive income - This represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through other comprehensive income, under an irrevocable option, net of amounts reclassified to retained earnings when such assets are disposed off.

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

Level 1: This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quoted equity shares and mutual fund investments.The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities included in level 3.

ii) Transfers between Levels 1 and 2

There have been no transfers between Level 1 and Level 2 during the reporting periods.

iii) Transfer out of Level 3

There were no movement in level 3 in either directions during the financial year ending on 31 March, 2018 and 31 March, 2017.

C. Financial risk management

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

The Company is exposed to Market risk, Credit risk and Liquidity risk. The Board of Directors (‘Board’) oversee the management of these financial risks. The Risk Management Policy of the Company formulated by the Board, states the Company’s approach to address uncertainties in its endeavor to achieve its stated and implicit objectives. It prescribes the roles and responsibilities of the Company’s management, the structure for managing risks and the framework for risk management. The framework seeks to identify, assess and mitigate financial risks in order to minimize potential adverse effects on the Company’s financial performance.

The following disclosures summarize the Company’s exposure to financial risks and information regarding use of derivatives employed to manage exposures to such risks. Quantitative sensitivity analysis have been provided to reflect the impact of reasonably possible changes in market rates on the financial results, cash flows and financial position of the Company.

1) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risks: interest rate risk, currency risk and other price risk. Financial instruments affected by market risk includes borrowings, investments, trade payables, trade receivables, loans and derivative financial instruments.

a) Interest Rate Risk

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. Since the Company has insignificant interest bearing borrowings, the exposure to risk of changes in market interest rates is minimal. The Company has not used any interest rate derivatives.

b) Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates.The Company operates, in addition to domestic markets, significantly in international markets through its sales and services in overseas and purchases from overseas suppliers in US$ and is therefore exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US$.The Company does not enter into any derivative instruments for trading or speculative purposes.

The Company uses forward exchange contracts, to hedge the effects of movements in exchange rates on foreign currency denominated assets.The sources of foreign exchange risk are outstanding amounts payable for imported raw materials, capital goods and other supplies denominated in foreign currency.The Company is also exposed to foreign exchange risk on its exports. Most of these transactions are denominated in US dollars. Derivative instruments and unhedged foreign currency exposure

(i) Foreign Exchange Forward Contracts outstanding as at the reporting date are as follows:

(iii) Foreign Currency Risk Sensitivity

The Company is mainly exposed to changes in USD. The below table demonstrates the sensitivity to a 5% increase or decrease in the USD against INR, with all other variables held constant. The sensitivity analysis is prepared on the net unhedged exposure of the Company as at the reporting date. 5% represents management’s assessment of reasonably possible change in foreign exchange rate.

c) Other Price Risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price.Other price risk arises from financial assets such as investments in equity instruments.The Company is mainly exposed to the price risk due to its investments in debt mutual funds recognised at FVTPL.As at 31 st March, 2018, the carrying value of the investments in debt mutual funds amounts to Rs. 5683.99 Lacs ( Rs.4700.59 Lacs as at 31 st March, 2017 and Rs.4724.59 Lacs as at 1st April, 2016). The details of such investments in debt mutual funds are given in Note 11. The price risk arises due to uncertainties about the future market values of these investments.

The Company is also exposed to price risk arising from investments in equity instruments recognised at FVTOCI. As at 31st March, 2018, the carrying value of such instruments recognised at FVTOCI amounts to Rs. 26.87 Lacs (Rs.26.98 Lacs as at 31st March, 2017 and Rs. 19.21 Lacs as at 1st April, 2016). The details of such equity instruments are given in Note 5 (A).

The Company has laid policies and guidelines which it adheres to in order to minimise price risk arising from investments in debt mutual funds.

The Company is mainly exposed to change in market rates of its investments in debt mutual funds recognised at FVTPL. A sensitivity analysis demonstrating the impact of change in market prices of these instruments from the prices existing as at the reporting date is given below:

If the prices had been higher/lower by 1% from the market prices existing as at 31st March, 2018. Gain in the Statement of Profit and Loss for the year ended 31st March, 2018 would increase/decrease by Rs.56.84 Lacs (201617 Rs.47 Lacs, 2015-16 Rs.47.24 Lacs) with a corresponding increase/decrease in Total Equity of the Company as at 31st March, 2018. 1% represents management’s assessment of reasonably possible change in prices.

2) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations resulting in a financial loss to the Company.To manage this, the Company periodically assesses financial reliability of customers and other counter parties, taking into account the financial condition, current economic trends and analysis of historical bad debts and ageing of financial assets. Individual risk limits are set and periodically reviewed on the basis of such information.The Company considers Credit risk arises primarily from financial assets such as trade receivables, investment in mutual funds, derivative financial instruments, other balances with banks, loans.

Credit risk arising from investment in mutual funds, derivative financial instruments and other balances with banks is limited and there is no collateral held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the credit rating agencies.

Financial assests are written off when there is no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loan 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 and loan from individual customers 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 provision considered.

3) Liquidity Risk

Liquidity risk is the risk that the company will encounter in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The approach of the company to manage liquidity is to ensure , as far as possible, that company will have sufficient liquidity to meet their respective liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risk damage to their reputation. The company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low.

NOTE 2 : CAPITAL MANAGEMENT

For the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.

As at 31st March, 2018, the Company has only one class of equity shares and has low debt. Consequent to such capital structure, there are no externally imposed capital requirements. In order to maintain or achieve an optimal capital structure, the Company allocates its capital for distribution as dividend or re-investment into business based on its long term financial plans.

The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

Proposed Dividend:

The Board of Directors at its meeting held on 29th May, 2018 have recommended a payment of final dividend of Rs.8.10 (Rupees eight and paise ten only) per equity share of face value of Rs. 10 each for the financial year ended 31 st March, 2018. The same amounts to Rs. 415.11 lacs including dividend distribution tax of Rs. 70.21 Lacs.

The above is subject to approval at the ensuing Annual General Meeting of the Company and hence is not recognised as a liability.

NOTE 3 : PURSUANT TO IND AS-17 - ‘LEASES’, THE FOLLOWING INFORMATION IS DISCLOSED

A. Assets given on Operating Lease

The Company does not have any assets given on operating lease during the reporting period.

B. Assets taken on Operating Lease

a) The Company has taken Vehicles & Premises under cancellable and non-cancellable operating lease agreements. These lease arrangements range for a period between 11 months and 5 years. Most of the lease agreements are renewable for further period on mutually agreeable terms.The lease rentals are payable by the Company on a monthly basis.

b) Future minimum lease rentals payable under cancellable lease agreements are as under :

c) Operating lease expenses debited to the Statement of Profit and Loss is Rs.91,00,274 (Previous year 87,44,716).

NOTE 4 : EMPLOYEE BENEFITS

1) Post- employment benefits :

The Company has the following post-employment benefit plans:

1.1) Defined benefit gratuity plan

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to recognised funds in India.

1.2) Defined Previlege Leave Benefit plan

Provision for Leave Encashment, which are expected to be availed and encashed within 12 months from the end of the year are treated as short term employee benefits. The obligation towards the same is measured at the expected cost of leave encashment as the additional amount expected to be paid as a result of the unused entitlement as at the year end. Leave encashment, which are expected to be availed or encashed beyond 12 months from the end of the year are treated as other long term employee benefits. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/ gains are recognised in the Statement of Profit and Loss in the year in which they arise.

As per Actuarial Valuation as on 31st March, 2018, 31st March, 2017 and 1st April, 2016 and recognised in the financial statements in respect of Employee Benefit Schemes:

The above sensitivity analysis may not be representative of the actual benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore 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 benefit obligation liability recognized in the balance sheet.

3) Defined contribution plans

The Company also has certain defined contribution plans. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the period towards defined contribution plan is Rs. 45,48,207 (31st March, 2017 Rs. 47,47,573).

NOTE: 5 INFORMATION ON RELATED PARTY TRANSACTIONS AS REQUIRED BY IND AS- 24 - ‘RELATED PARTY DISCLOSURES’ FOR THE YEAR ENDED 31ST MARCH, 2018.

(i) Name of the Related Party and Nature of Relationship

a) Key Management Personnel

Mr. Sorab R. Mody Managing Director

Mr. Percy X. Avari Whole Time Director

Mrs. Shanaya Mody Khatua Whole Time Director

Mr. Cryus Jimmy Bhagwagar Chief Financial Officer

Mr. Nishith C. Kayasth Company Secretary

b) Independent/ Non- Executive Director

Mr. Mohib N. Khericha Independent/ Non-Executive Director

Mr. Saurin V. Palkhiwala Independent/ Non-Executive Director

Mr. Nilesh C. Mankiwala Independent/ Non-Executive Director

Mr. Samuel W. Croll-III Non-Executive Director

Mrs. Houtoxi Contractor Non-Executive Director

c) Relatives of Key Management Personnel Mrs. Khushnum P. Avari Relative

Mrs. Sheila S. Mody Non-Executive Director

Mrs. Monaz Tarapore Relative

d) Enterprises Having Significant Influence

Panache holidays Enterprises

H.T. Engineering (Gujarat) Pvt. Ltd. Enterprises ATMOS Power Private Limited Enterprises

(ii) Transactions carried out with related parties referred in (i) above, in ordinary course of business:

NOTE 6 : SEGMENT REPORTING

A) Factors used to identify the reportable segments:

The Company has following business segments, which are its reportable segments. These segments offer different products and are managed separately because they require different technology and production processes. Operating segment disclosures are consistent with the information provided to and reviewed by the chief operating decision maker.

Reportable Segment Products/Services

1 Engineering Products Manufacturing of Engineering goods like Vaccume Products,

Evaporators, pollution Control Equipments

2 Food Products Manufacturing of Food Product like Food colour, Various Fruit Jams &

Fruit mix Powders etc.

B) Segment revenue and results:

The expenses and income which are not directly attributable to any business segment are shown as unallocable expenditure & unallocable income.

C) Segment assets and Liabilities:

Fixed Assets used in the Company’s business or liabilities contracted have not been identified to any of the reportable segments, as allocation of assets and liabilities to segments is currently not practicable.

D) Information about geographical areas

The Company has identified its geographical segments as India and outside India.

E) Information about major customers

Revenues from one of the customers of the Company’s Engineering Product Business is approximately Rs.1349.36 Lacs (March 2017- Rs.1186.95 Lacs) which is more than 10% of the Company’s segment revenue.

NOTE: 7 FIRST TIME ADOPTION OF Ind AS

These are the Company’s first financial statements prepared in accordance with Ind AS.

For all periods up to and including the year ended 31st March, 2017, the Company had prepared its financial statements in accordance with the accounting standards notified under Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 (‘Previous GAAP’). This note explains the principal adjustments made by the Company in restating its financial statements prepared under Previous GAAP for the following:

a) Balance Sheet as at 1st April, 2016 (Transition date);

b) Balance Sheet as at 31 st March, 2017;

c) Statement of Profit and Loss for the year ended 31st March, 2017; and

d) Statement of Cash flows for the year ended 31st March, 2017.

EXEMPTIONS AVAILED:

Ind AS 101- First-time adoption of Indian Accounting Standards, allows first-time adopters, exemptions from the retrospective application and exemption from application of certain requirements of other Ind AS. The Company has availed the following exemptions as per Ind AS 101:

1 Fair value measurement of financial assets and liabilities

For financial instruments, wherein fair market values are not available (viz. interest free and below market rate security deposits or loans) the Company has elected to adopt fair value recognition prospectively to transactions entered after the date of transition.

2 Deemed Cost for Property Plant & equipment

The Company has elected to consider the carrying value of all its items of property, plant and equipment and intangible assets recognised in the financial statements prepared under Previous GAAP and use the same as deemed cost in the opening Ind AS Balance Sheet.

3 Estimates

An entity’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 previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates at April 1,2016 are consistent with the estimates as at the same date made in conformity with previous GAAP.The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

- Investment in financial instruments carried at FVTPL or FVTOCI,

- Impairment of financial assets based on expected credit loss model

- Determination of the discounted value for financial instruments carried at amortised cost.

4 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of the financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable.

5 Recognition of financial instruments through FVTOCI

Ind AS 101 allows an entity to designate investments in equity instruments at FVTOCI on the basis of the facts and circumstances at the date of transition to Ind AS.The Company has elected to apply this exemption for its investment in equity investments.

The presentation requirements under Previous GAAP differs from Ind AS, and hence, Previous GAAP information has been regrouped for ease of reconciliation with Ind AS. The Regrouped Previous GAAP information is derived from the Financial Statements of the Company prepared in accordance with Previous GAAP.

Notes to the reconciliation of equity as at 1st April, 2016 and 31st March, 2017 and Total Comprehensive Income for the year ended 31st March, 2017.

1 Fair Valuation of Investments

Under the previous GAAP, investments in equity instruments and mutual funds were classified as long-term investments or current investments based on the intended holding period and realisability. Long-term investments were carried at cost less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under IND AS, these investments are required to be measured at fair value. Fair value changes with respect to investments in mutual fund designated as FVTPL have been recognised in FVTPL. The resulting fair value changes of these investments have been recognised in retained earnings Rs. 700.59 Lakhs as at 31st March, 2017 (Rs. 626.67 Lakhs As 1 April, 2016). Fair value changes with respect to investments in equity instruments designated as FVTOCI have been recognised in FVTOCI. The resulting fair value changes of these investments have been recognised as a separate component of equity, in the retained earnings as at the date of transition and subsequently in the Profit and Loss for the year ended 31 st March, 2017. This increased other reserves by Rs. 10.70 Lacs as at 31 st March, 2017 C 2.93 Lacs As at 1 April, 2016).

2 Fair Valuation of Forward Contracts

Under the previous GAAP the premium or discount arising at the inception of forward exchange contracts entered into to hedge an existing asset/liability, was amortised as expense or income over the life of the contract. Under the Ind AS 109, Forward Contracts are carried at fair value and the resultant gains and losses are recorded in the statement of Profit and Loss. Accordingly, the same has been fair valued resulting in increase of in equity Rs.6118 as at 31st March, 2017. (‘ Nil As at 1 April, 2016).

3 Fair Valuation of Security deposit

Under the previous GAAP, interest free security deposits( that are refundable in cash on completion of the contract term) are recorded at their transaction value. Under IND AS, all financial assets are required to be recognised at fair value. Accordingly, the Company has fair valued the security deposits under IND AS. Difference between fair value of security deposits and the carrying value (transaction value) as per Previous GAAP has been recognised as prepaid rent. Consequently, the amount of security deposits has been decreased by Rs.14.75 lacs as at 31st March, 2017. The prepaid rent increased by Rs.14.67 lacs as at 31st March,2017.The profit for the year and total equity as at 31st March, 2017 decreased by Rs.8,351 (net) due to amortisation of the prepaid rent of Rs. 50,573 is partially off-set by the notional interest income of Rs.42,223 recognised on these security deposits.

On the date of transition, there is no change in the amount of interest free security deposits since the completion of the contract term was less than 12 months.

4 Proposed Dividend & DDT

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

On the date of transition, the above change in accounting treatment of proposed dividend has resulted in increase in Equity with a corresponding decrease in Provisions by Rs.338.24 Lacs. The above change however, does not affect the Profit before tax and Profit after tax for the year ended 31st March, 2017.

5 Remeasurement benefit of defined benefit plans

In the financial statements prepared under Previous GAAP, remeasurement benefit of defined plans (gratuity), arising primarily due to change in actuarial assumptions was recognised as employee benefits expense in the Statement of Profit and Loss. Under Ind AS, such remeasurement benefits relating to defined benefit plans is recognised in OCI as per the requirements of Ind AS 19- Employee benefits. Consequently, the related tax effect of the same has also been recognised in OCI.

For the year ended 31st March, 2017, remeasurement of gratuity liability resulted in a net benefit of Rs.6.58 Lacs which has now been removed from employee benefits expense in the Statement of Profit and Loss and recognised separately in OCI. This has resulted in decrease in employee benefits expense Rs.6.58 lacs and loss in OCI by Rs.6.58 Lacs for the year ended 31st March, 2017. Consequently, tax effect of the same amounting to Rs.2.28 Lacs is also recognised in OCI.

6 Deferred Tax

In the financial statements prepared under Previous GAAP, deferred tax was accounted as per the income statement approach which required creation of deferred tax asset/liability on temporary differences between taxable profit and accounting profit. Under Ind AS, deferred tax is accounted as per the Balance Sheet approach which requires creation of deferred tax asset/liability on temporary differences between the carrying amount of an asset/liability in the Balance Sheet and its corresponding tax base.

The application of Ind AS has resulted in recognition of deferred tax on new temporary differences which were not required to be recognised under Previous GAAP. In addition, the above mentioned transitional adjustments relating to current/non-current investments have also led to temporary differences and creation of deferred tax thereon.

The above changes have resulted in creation of deferred tax liabilities (net) amounting to Rs.78.82 lacs as at date of transition to Ind AS and Rs.54.12 Lacs as at 31st March, 2017. For the year ended 31st March, 2017, it has resulted in an increase in deferred tax expense by Rs.22.42 Lacs in the Statement of Profit and Loss and recognition of deferred tax benefit by Rs. 2.28 Lacs in OCI.

7 Revenue from sale of products:

In the financial statements prepared under Previous GAAP, revenue from sale of products was presented net of excise duty. However, under Ind AS, revenue from sale of products includes excise duty. Excise duty expense amounting to Rs.918.71 Lacs is presented separately on the face of the Statement of Profit and Loss for the year ended 31st March, 2017.

In light of the above, revenue from sale of products under Ind AS has increased by Rs.918.71 Lacs with an corresponding increase in excise duty by Rs.918.71 Lacs in the Statement of Profit and Loss for the year ended 31st March, 2017.

The above changes do not affect equity as at date of transition to Ind AS, profit after tax for the year ended 31st March, 2017 and Equity as at 31st March, 2017.

8 Statement of cash flows

In the financial statements prepared under Previous GAAP, cash and cash equivalents represented by short term highly liquid mutual funds were recognised at cost. However, under Ind AS, such cash and cash equivalents being financial instruments, are required to be recognised at fair value.

The Company has recognised fair value gain amounting to Rs. 2.08 Lacs on such cash and cash equivalents as at date of transition to Ind AS.

9 Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ‘other comprehensive income’. The concept of other comprehensive income did not exist under previous GAAP.

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Mar 31, 2016

1. OPERATING LEASE:

The Company has entered into operating lease arrangements for Factory Sheds and Office Buildings. Lease agreement on Operating Lease arrangements, debited to the Profit & Loss Account and future minimum lease payments in respect of cancellable operating leases are summarized below:

2. In the opinion of the Board of Directors, the aggregate value of Current Assets, Current Liabilities, Loans and Advances on its realization will not be less than the amount at which these are stated in the Balance Sheet. Balances are subject to confirmation, are included in Sundry Debtors, Sundry Creditors and Other Advances.

3. SEGMENT REPORTING:

In accordance with the Accounting Standard-17 (AS-17) ‘Segment Reporting’ issued by the Institute of Chartered Accountants of India, the details are as under :

i) The Company’s operation predominantly relates to manufacture of Engineering Goods like Vacuum Products, Evaporators, pollution Control Equipments and also involved in the manufacturing of food products like food colour, various fruit jams & fruit mix powders etc.

ii) The Secondary segment is geographical, determined and based on the location of the Customers. Customers are classified as Domestic and Overseas.

iii) Fixed Assets used in the Company’s business or liabilities contracted have not been identified to any of the reportable segments, as allocation of assets and liabilities to segments is currently not practicable.

4. The company has started implementing component accounting as required under Schedule II to the Companies Act, 2013 in phased manner. Impact of this re-assessment is not material for the phases which are completed and for the remaining phases, which are under process effect will be given on completion of verification process.

5. EXPENDITURE IN CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITY

(a) Gross amount required to be spent by the company during the year Rs. 33.10 lacs (as at 31^st March, 2015, Rs. 31.91 lacs)

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Mar 31, 2015

1 CORPORATE INFORMATION

Mazda Limited (the 'Company' ) is a public limited company incorporated in 1990 under provisions of the Companies Act, 1956. The Company is an Engineering company engaged in the business of manufacturing and sales of Vacuum Systems, Condensers, Steam Jet Ejectors, L.P. Heaters , H.P. Heaters, Evaporaters and Pollution Control Equipments. The Company's Head Quartes and four manufacturing plants are located in Ahmedabad, Gujarat State. The Company sells its products in the domestic as well as export markets. The equity shares of the Company are listed on the Bombay Stock Exchange Limited(BSE) and Ahmedabad Stock Exchange Limited(ASE).

2 CONTINGENT LIABILITIES NOT PROVIDED FOR

Claims against the company not acknowledged as debts:

Income Tax:

- In respect of matters decided against the Company, for

which the Company is in appeal with higher authorities. 1,347,900 519,580

1,347,900 519,580

3 INFORMATION IN RESPECT OF RELATED PARTIES

(i) List of Related Parties and their Relationships

As Per Accounting Standard 18, the disclosures of transactions with the related parties as defined in the Accounting Standard are given below :

i) List of Related Parties and Nature of Relationship

a) Key Management Personnel Mr. Sorab R. Mody, Managing Director Mr. Percy X. Avari , Whole-Time Director Mrs. Shanaya Mody Khatua, Whole-Time Director

b) Relatives of Key Management Personnel Mrs. Sheila S. Mody Mrs. Khushnum Percy Avari

c) Enterprises Having Significant Influence H.T.Engineering (Gujarat) Pvt. Ltd. Croll Reynolds Co. Inc New Jersy, U.S.A

(ii) Related Party Transactions

Following are the transactions and amount outstanding with related parties as defined under Accounting Standard- 18 on "Related Parties Disclosure" as defined under the Companies (Accounting Standards Rules), 2006 :

4 DETAILS OF EMPLOYEE BENEFITS

The following tables summarise the components of net benefit expense recognised in the Statement of Profit and Loss and the funded status and amounts recognised in the Balance Sheet for the plan.

The overall expected rate of return on assets is determined based on the market price prevailing on that date, applicable to the period over which the obligation is to be settled.

The company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The leave pay is payable to all eligible employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement an attaining superannuation age.

5 OPERATING LEASE:

The Company has entered into operating lease arrangements for Factory Sheds and Office Buildings. Lease agreement on Operating Lease arrangements, debited to the Profit & Loss Account and future minimum lease payments in respect of cancellable operating leases are summarized below:

6 In the opinion of the Board of Directors, the aggregate value of Current Assets, Current Liabilities, Loans and Advances on its realization will not be less than the amount at which these are stated in the Balance Sheet. Balances are subject to confirmation, are included in Sundry Debtors, Sundry Creditors and Other Advances.

7 SEGMENT REPORTING:

In accordance with the Accounting Standard-17 (AS-17) 'Segment Reporting' issued by the Institute of Chartered Accountants of India, the details are as under :

i) The Company's operation predominantly relates to manufacture of Engineering Goods like Vacuum Products, Evaporators, pollution Control Equipments and also involved in the manufacturing of food products like food colour, various fruit jams & fruit mix powders etc.

ii) The Secondary segment is geographical, determined and based on the location of the Customers. Customers are classified as Domestic and Overseas.

8 Pursuant to the enactment of the Companies Act, 2013, the company has applied 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 valued of fixed assets whose lives have expired as at April 2014 have been adjusted net of tax, in the Profit and Loss Account.

9 CORPORATE SOCIAL RESPONSIBILITY

As mandated by Section 135 of the Companies Act, 2013, the company has constituted a CSR Committee. The company has identified areas for its CSR activities as specified in Schedule VII of the Companies Act, 2013 and incurred expenses as disclosed in Note 28 to these financial statements towards such activities.

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

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Mar 31, 2014

1 CORPORATE INFORMATION

Mazda Limited (the ''Company'' ) is a public limited company incorporated in 1990 under provisions of the Companies Act, 1956. The Company is an Engineering company engaged in the business of manufacturing and sales of Vacuum Systems, Condensers, Steam Jet Ejectors, L.P. Heaters , H.P. Heaters, Evaporaters and Pollution Control Equipments. The Company''s Head quartes and four manufacturing plants are located in Ahmedabad, Gujarat State. The Company sells its products in the domestic as well as export markets. The equity shares of the Company are listed on the Bombay Stock Exchange Limited(BSE) and Ahmedabad Stock Exchange Limited(ASE).

(a) The Company has only one class of equity shares having a par 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 equity shareholders will be entitled to receive 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) For current financial year the Dividend Proposed to be distributed to equity shareholders Rs. 5.50 per Share (Previous Year Rs. 5 per Share as final dividend). The Dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting and Company pays the same in Indian Rupees.

(c) There are no shares alloted as fully paid up during the period of five years immediately preceeding the reporting date i.e. 31/03/2014.

* Cash credit facility, Export Packing Credit facility from the State Bank of India are secured by the Pledge/Hypothecation of stock, book debts and equitable mortgage of the assets of the company and collateral security of premise owned by Mr. S.R Mody, situated at Odhav GIDC and also personally guaranteed by Mr. S.R.Mody, who is the Managing Director of the company.

* Excise Duty on Sales amounting to Rs. 900.02 lacs (March 31, 2013: Rs. 997.71 lacs) has been reduced from sales in Statement of Profit and Loss. Under the head of Excise & Customs duty amounting to Rs. 11.76 lacs (March 31, 2013: (Rs. 3.22 lacs) has been considered as manufacturing expense in Note 24 of financial statements.

* As per Company''s management, it is not possible to give the details of Inventories of Work-in-Progress and Finished goods as the Company is manufacturing customised engineering goods and every machine is unique based on demand of customer and hence, the same is difficult to bifurcate at any point of time given.

* includes provision for leave encashment (net) Rs. 1,573,886/- ( March 31, 2013; Rs. 2,95,878/-)

2 CONTINGENT LIABILITIES NOT PROVIDED FOR

Company''s Performance Guarantee are secured by way of hypothecation of Fixed Deposits in some cases. The Outstanding Performance Guarantee as on 31-03-2014 is Rs. 5.81 Crores (Previous year Rs. 6.10 Crores) and Outstanding Indemnity Bond for Performance as on 31-03-2014 are Rs. 29.59 Lacs (Previous year Rs. 49.24 Lacs).

3 INFORMATION IN RESPECT OF RELATED PARTIES

(i) List of Related Parties and their Relationships

As Per Accounting Standard 18, the disclosures of transactions with the related parties as defined in the Accounting Standard are given below :

a) List of Related Parties : Nature of Relationship

i) Ahura Controls Pvt. Ltd. : Mrs. Sheila S. Mody, a Director of the Company is also the Managing Director of Ahura Controls Private Limited.

ii) Croll Reynolds Co. Inc. : Mr. Samuel W. Croll-III who is a Director of the company is also a Director of Croll-Reynolds Co. Inc. U.S.A.

iii) Mr. Sorab R. Mody : Promoter and Managing Director of the Company.

iv) Mr. Percy X. Avari : Key Management Personnel being the Whole-Time Director of the Company.

v) Mrs. Sheila S. Mody : Director and Wife of Mr. Sorab R. Mody, Promoter and Managing Director of the Company.

vi) Mrs. Shanaya Mody Khatua : Whole-Time Director and daughter of Mr. Sorab R. Mody, Promotor and Managing Director of the Company.

vii) H.T.Engineering (Gujarat) Pvt. Ltd. : Mrs. M.N.Tarapore who is a Director of H.T.Engineering (Gujarat) Pvt. Ltd. is a Sister of Mr. Percy X. Avari who is a Whole-Time Director of the Company.

viii) Tarapore Enterprise : Mr. M.N.Tarapore Husband of Mrs. M.N.Tarapore is proprietor of Tarapore Enterprise. Mrs. M.N.Tarapore is sister of Mr. Percy X. Avari who is a Whole-Time Director of the Company.

ix) Mrs. Khushnum Percy Avari : Wife of Mr. Percy X. Avari, Whole-Time Director of the Company.

The company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The leave pay is payable to all eligible employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement an attaining superannuation age.

4 In the opinion of the Board of Directors, the aggregate value of Current Assets, Current Liabilities, Loans and Advances on its realization will not be less than the amount at which these are stated in the Balance Sheet. Balances are subject to confirmation, are included in Sundry Debtors, Sundry Creditors and Other Advances.

5 SEGMENT REPORTING:

In accordance with the Accounting Standard-17 (AS-17) ''Segment Reporting'' issued by the Institute of Chartered Accountants of India, the details are as under :

i) The Company''s operation predominantly relates to manufacture of Engineering Goods like Vacuum Products, Evaporators, pollution Control Equipments and also involved in the manufacturing of food products like food colour, various fruit jams & fruit mix powders etc.

ii) The Secondary segment is geographical, determined and based on the location of the Customers. Customers are classified as Domestic and Overseas.

iii) Fixed Assets used in the Company''s business or liabilities contracted have not been identified to any of the reportable segments, as allocation of assets and liabilities to segments is currently not practicable.

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Mar 31, 2013

1. CORPORATE INFORMATION

Mazda Limited (the ''company'' ) is a public limited company incorporated in 1990 under provisions of the Companies Act, 1956. The Company is an Engineering company engaged in the business of manufacturing and sales of Vacuum Systems, Condensers, Steam Jet Ejectors, L.P. Heaters, H.P. Heaters, Evaporaters, Pollution Control Equipments and Vapor Absorption Systems. The company''s Head Quarters and four manufacturing plants are in Ahmedabad, Gujarat State. The company sells its products in the domestic as well as export markets. The equity shares of the company are listed on the Bombay Stock Exchange Limited (BSE) and Ahmedabad Stock Exchange Limited (ASE).

2. OPERATING LEASE

The Company has entered into operating lease arrangements for Factory Sheds and Office Buildings. Lease agreement on Operating Lease arrangements, debited to the Profit & Loss Account and future minimum lease payments in respect of non cancellable operating leases are summarized below:

3. In the opinion of the Board of Directors, the aggregate value of Current Assets, Current Liabilities, Loans andAdvances on its realization will not be less than the amount at which these are stated in the Balance Sheet. Balances are subject to confirmation, are includedinSundry Debtors, Sundry Creditors and OtherAdvances.

4. SEGMENTREPORTING

In accordance with the Accounting Standard-17 (AS-17) ''Segment Reporting'' issued by the Institute of Chartered Accountants of India, the details are as under :

(i) The Company''s operation predominantly relates to manufacture of Engineering Goods like Vacuum Products,

Evaporators, pollution Control Equipments and alsoinvolvedinthe businessoffood items.

(ii) The Secondary segment is geographical, determined and based on the location of the Customers. Customers are classifiedasDomesticandOverseas.

(iii) FixedAssets used in the Company''s business or liabilities contracted have not been identified to any of the reportable segments, as allocation of assets and liabilities to segments is currently not practicable.

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Mar 31, 2012

1. CORPORATE INFORMATION

Mazda Limited (the 'Company') is a public limited company incorporated in 1990 under provisions of the Companies Act, 1956. The Company is an Engineering company engaged in the business of manufacturing and sales of Vacuum Systems, Condensers, Steam Jet Ejectors, L.P. Heaters , H.P. Heaters, Evaporators and Pollution Control Equipments. The Company's Head Quarters and three manufacturing plants are in Ahmadabad, Gujarat State. The Company sells its products in the domestic as well as export markets. The Company has recently set up its forth unit in Ahmadabad as a part of capacity enhancement. The equity shares of the Company are listed on the Bombay Stock Exchange Limited(BSE) and Ahmadabad Stock Exchange Limited(ASE).

(A) The Company has only one class of equity shares having a par 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 equity shareholders will be entitled to receive 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) For current financial year, the Dividend proposed to be distributed to equity shareholders Rs. 4/- per share (previous year Rs. 3.50 per share as final dividend and Rs. 3.50 per shares as interim dividend). The Dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting and Company pays the same in Indian Rupees.

(C) There are no shares allotted as fully paid up during the period of five years immediately preceding the reporting date i.e. 31/03/2012.

* Cash credit facility, Export Packing Credit facility from the State Bank of India are secured by the Pledge/ Hypothecation of stock, book debts and equitable mortgage of the assets of the company and co-laterai security of premise owned by Mr. S.R Mody, situated at Odhav GIDC and also personally guaranteed by Mr. S.R. Mody, who is the Managing Director of the company.

There is no amount due and outstanding to be credited to Investors Education and Protection Fund as at March 31,2012.

2. CONTINGENT LIABILITIES NOT PROVIDED FOR

CONTINGENT LIABILITIES NIL NIL~

3. OPERATING LEASE

The Company has entered into operating lease arrangements for Factory Sheds and Office Buildings. Lease agreement on Operating Lease arrangements, debited to the Profit & Loss Account and future minimum lease payments in respect of non cancellable operating leases are summarized below:

4. In the opinion of the Board of Directors, the aggregate value of Current Assets, Current Liabilities, Loans and Advances on its realization will not be less than the amount at which these are stated in the Balance Sheet. Balances are subject to confirmation, are included in Sundry Debtors, Sundry Creditors and Other Advances.

5. SEGMENT REPORTING

In accordance with the Accounting Standard-17 (AS-17) 'Segment Reporting' issued by the Institute of Chartered Accountants of India, the details are as under:

(i) The Company's operation predominantly relates to manufacture of Engineering Goods like Vacuum Products, Evaporators, pollution Control Equipments and also involved in the business of food items.

(ii) The Secondary segment is geographical, determined and based on the location of the Customers. Customers are classified as Domestic and Overseas.

(iii) Fixed Assets used in the Company's business or liabilities contracted have not been identified to any of the reportable segments, as allocation of assets and liabilities to segments is currently not practicable.

6. PREVIOUS YEAR COMPARATIVES

The Financial statements for the year ended March 31,2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, The Financial statements for the year ended March 31,2012 are prepared as per The Financial statements for the year ended March 31,2011 Accordingly, the previous year figures have also been reclassified to conform to this year's classification. The adoption of revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements.

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Mar 31, 2011

1. CONTINGENT LIABILITY 2010-11 2009-10 Rs. in Lacs Rs. in Lacs

1. For assessment year 2000-2001 for which Income-tax department is in appeal — 5.23

2. For assessment year 1999-2000 for which Income-tax department is in appeal — 2.22

3. Estimated amounts of contracts remainin to be executed on capital account 281.55 118.00 and not provided for (Net of Advances)

Total 281.55 125.45

4. CURRENT ASSETS, LOANS AND ADVANCES

In the opinion of the Board, all current assets, loans and advances and other receivables are approximately of the value stated if realized in the ordinary course of business.

5. EARNINGS PER SHARE

In accordance with the Accounting Standard-20 (AS-20) 'Earnings per Share' issued by the Institute of Chartered Accountants of India, the company reports basic and diluted Earnings per Share (EPS). Basic EPS is computed by dividing the net profit or loss for the year by the number of equity shares outstanding during the year.

7. SEGMENT REPORTING

In accordance with the Accounting Standard-17 (AS-17) 'Segment Reporting' issued by the Institute of Chartered Accountants of India, the details are as under:

i) The Company's operation predominantly relates to manufacture of Engineering Goods like Vacuum Products, Evaporators, Pollution Control Equipments and also involved in the business of food items.

ii) The secondary segment is geographical, determined and based on the location of the Customers. Customers are classified as Domestic and Overseas.

iii) Fixed Assets used in the Company's business or liabilities contracted have not been identified to any of the reportable segments, as allocation of assets and liabilities to segments is currently not practicable.

8. RELATED PARTY DISCLOSURES

As per Accounting Standard 18, the disclosures of transactions with the related parties as defined in the Accounting Standard are given below:

a) List of Related Parties : Nature of Relationship

i) Ahura Controls Pvt. Ltd. : Mrs. Sheila S. Mody, a Director of the Company is also the Managing Director of Ahura Controls Pvt. Ltd.

ii) Croll-Reynolds Co. Inc. : Mr.Samuel W.Croll-lll who is a Direc New Jersy, U.S.A -tor of the Company is also a Director of Croll-Reynolds Co. Inc. U.S.A.

iii) Mr. Sorab R. Mody : Main Promoter and Managing Director of the Company.

iv) Mr. Percy X. Avari : Key Management personnel being the Whole-Time Director of the Company.

v) Mrs. Sheila S. Mody : Director and wife of Mr. Sorab R. Mody, Main Promoter and Managing Directorof the Company.

vi) Mrs.Shanaya Mody : Whole-Time Director and daughter of Khatua Mr.Sorab R.Mody, Main Promoter and Managing Directorof the Company.

vii) H. T. Engineering : Mrs. M. N. Tarapore who is a Director (Gujarat) Pvt. Ltd. of H.T. Engineering (Gujarat) Pvt. Ltd.is a sisterof Mr. Percy X.Avari who isa Whole-time Directorof the Company.

viii) Tarapore Enterprise : Mrs. M.N. Tarapore and Husband of Mrs. M.N. Tarapore are partners in Tarapore Enterprise. Mrs. M. N. Taraore is a sister of Mr. Percy X. Avari who is a Whole-Time Director of the Company.

9. Disclosure pursuant to Accounting Standard -15 [Revised] "Employee Benefit"

The accounting liability on account of gratuity & leave (retirement benefit in the nature of defined benefits plan) is accounted as per AS-15 (revised 2005) dealing with employee benefits.

The company has a defined benefit gratuity plan, every employee who has completed five years or more of service gets a gratuity on death or resignation or retirement at 15 days salary (last drawn salary) for each completed year of service.

The leave wages are payable to all eligible employees at the rate of daily salary for each day of accumulated leave on death or on resignation or upon retirement on attaining superannuation age.

10. Sale of Valve Division

The Company has sold its valve division as a going concern to Circor Flow Technologies India Private Limited as per Business Purchase Agreement dated 01/04/2010 at a purchase price of Rs. 22 crores. The purchase price of Rs. 22 crores was based on the value of net fixed assets and net current assets as on 31/12/2009. The difference between the value of net fixed assets and net current assets on date of completion (31/05/2010) & (31 /12/2009) was agreed to be adjusted in the purchase price of Rs. 22 crores. Thus the net consideration to be received from Circor Flow Technologies India Private Limited was Rs 20.75 crores.

11. Information regarding Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent, such parties have been identified on the basis of information available with the company.

12. Balance of various accounts included in sundry debtors, sundry creditors and other advances are subject to confirmation.

13. Other income during the year has been set off against related expenses.

14. Previous year figures have been reclassified /regrouped wherever considered necessary to conform to the current year figures.

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Mar 31, 2010

1. CONTINGENT LIABILITY 2009-10 2008-09

Rs. in Lacs Rs. in Lacs

i) Income tax:

1. Block assessment order for which Income-tax department is in appeal - 20.46

2. For assessment year 2000-01 for which Income-tax department is in appeal 5.23 5.23

3. For assessment year 1999-2000 for which Income-tax department is in appeal 2.22 2.22

4. For assessment year 1998-99 for which Income-tax department is in appeal — 3.08

5. For assessment year 1996-97 for which Income-tax department is in appeal - 4.05

Total 7.45 35.04

ii) Sales tax:

Disputed demand of sales tax for the assessment year 2000-01 — 3.26

5. CURRENT ASSETS, LOANS AND ADVANCES

In the opinion of the Board, all current assets, loans and advances and other receivables are approximately of the value stated if realised in the ordinary course of business.

6. EARNINGS PER SHARE

In accordance with the Accounting Standard 20 (AS-20) Earnings Per Share1 issued by the Institute of Chartered Accountants of India, the Company reports basic and diluted Earnings Per Share (EPS). Basic EPS is computed by dividing the net profit or loss for the year by the number of equity shares outstanding during the year.

7. Information regarding Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the company. This has been relied upon by the auditors.

8. SEGMENT REPORTING

In accordance with the Accounting Standard-17 (AS-17) Segment Reporting issued by the Institute of Chartered Accountants of India, the details are as under:

i) The Companys operation predominantly relates to manufacture of Engineering Goods like Vacuum Products, Valve Products and also involved in the business of food items.

ii) The secondary segment is geographical, determined and based on the location of the Customers. Customers are classified as Domestic and Overseas.

iii) Fixed Assets used in the Companys business or liabilities contracted have not been identified to any of the reportable segments, as allocation of assets and liabilities to segments is currently not practicable.

10. RELATED PARTY DISCLOSURES

As per Accounting Standard 18, the disclosures of transactions with the related parties as defined in the Accounting Standard are given below,

a) List of Related Parties : Nature of Relationship

i) Ahura Controls Pvt. Ltd. Mrs. Sheila S.Mody, a Director ofthe Company is also the Managing Director of Ahura Controls Pvt. Ltd.

ii) Croll-ReynoldsCo. Inc. Mr.SamuelW.Croll-lllwhoisaDirectoroftheCompanyisalsoaDirectorof NewJersy, U.S.A Croll-Reynolds Co. Inc. U.S.A.

iii) Mr. Sorab R. Mody Main Promoterand Managing Director of the Company.

iv) Mr. Percy X.Avari Key Management personnel being the Whole-Time Director of the Company.

v) Mrs. Sheila S. Mody Director and wife of Mr. Sorab R. Mody, Main Promoter and Managing Director of the Company.

vi) Ms. Shanaya S. Mody Whole-Time DirectoranddaughterofMr. Sorab R. Mody, Main Promoterand Managing Director of the Company.

vii) H.T.Engineering Mrs.M.N.TaraporewhoisaDirectorofH.T.Engineering(Gujarat)Pvt.Ltd.is (Gujarat) Pvt. Ltd. a sister of Mr. Percy X. Avari who is a Whole-time Director ofthe Company.

viii) TaraporeEnterprise Mrs.M.N.TaraporeandHusbandofMrs.M.N.Taraporearepartnersin Tarapore Enterprise. Mrs. M. N. Taraore is a sister of Mr. Percy X. Avari who is a Whole-Time Director ofthe Company.

12. Disclosure pursuant to Accounting Standard-15 [Revised] "Employee Benefit"

The accounting liability on account of gratuity & leave (retirement benefit in the nature of defined benefits plan) is accounted as per AS-15 (revised 2005) dealing with employee benefits.

The company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on death or resignation or retirement at 15 days salary (last drawn salary) for each completed year of service.

13. Balances of Sundry Debtors & Creditors are subject to confirmation.

14. Other income during the year has been set off against related expenses.

15. Previous year figures have been reclassified/regrouped wherever considered necessary to conform to the current year figures.