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Notes to Accounts of PG Electroplast Ltd.

Mar 31, 2023

* 1. During the year 2021-22, the company allotted 11,95,950 equity shares of face value of Rs.10/- each at an issue price of Rs.337/- per share to the persons belonging to Non-Promoter category by way of preferential allotment.

2. During the year 2021-22, the company on December 10,2021 allotted 3,35,000 equity shares of face value of Rs. 10/- each pursuant to conversion of 3,35,000 share warrants, issued on 31st March, 2021 at an issue price of Rs. 150/- each, by way of preferential allotment to Mr. Anurag Gupta, Mr. Vishal Gupta and Mr. Vikas Gupta (Promoter Category) and Mr. Arvind Yeshwant Pradhan (Public Category).

**1. During the year 2022-23, the company on September 27, 2022 allotted 1,00,000 equity shares of face value of Rs. 10/- each pursuant to conversion of 1,00,000 share warrants issued on 31st March, 2021 at an issue price of Rs. 150/- each, by way of preferential allotment to Mr. Nikhil Vishnuprasad Bagla and Mrs. Urmila Nikhil Bagla (Public Category).

2. During the year 2022-23, the company on August 12, 2022 allotted 53,200 Equity Shares of face value of Rs. 10/- each to the ''PG Electroplast Limited Employees Welfare Trust'' under PG Electroplast Limited Employees Stock Option Scheme - 2020 in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

3. During the year 2022-23, the Company on December 31, 2022 allotted 13,64,551 Equity Shares of face value of Rs. 10/- each pursuant to conversion of 10,76,904, 17.96%Compulsorily Convertible Debentures ("CCDs") allotted on preferential basis on July 01, 2021 and unpaid coupon amount accrued thereon, at the conversion price of Rs. 337/-, determined as per the SEBI ICDR Regulations

There were no buy back of shares or issue of shares pursuant to contract without payment being received in cash during the previous 5 years.

Terms and rights attached to equity shares

(d) The company has only one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation of the company, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

(h) Nature and Purpose of Reserves

(i) Securities premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

(ii) Retained earnings

Retained Earnings are profits that the Company has earned till date less transfer to other reserve, dividend or other distribution or transaction with shareholders.

(iii) Employee share option reserve

The share option outstanding account is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.

(iv) Other Comprehensive Income

Other comprehensive income is the actuarial gain/(loss) on defined benefit plans (i.e Gratuity) till the date which will not be reclassified to statement of profit and loss subsequently.

(v) Money received against share warrants

It pertains to the application money received on grant of share warrants, this will be transferred to equity share and securities premium on conversion into equity share capital.

(vi) Cumulative Compulsorily Convertible Debentures (CCCDs)

It pertains to the equity component of cumulative compulsorily convertible debentures.

iv) Performance Obligation

Sale of products: Performance obligation in respect of sale of goods is satisfied when control of the goods is transferred to the customer, generally on dispach of the goods and payment is generally due as per the terms of contract with customers.

Sales of services: The performance obligation in respect of services is satisfied over the period of time and acceptance of the customer. Payment is generally due upon completion of service and acceptance of the customer.

# Incentive under Electronic Policy 2016

The Company unit located at Supa, Taluka-Parner, MIDC district Ahemdnagar in Maharashtra is eligible for incentives under the Electronic Policy-2016 of Maharashtra Government and have been availing incentives in the form of Gross SGST refund for the period

of January 2020 to October 2028 . The Company recognises income for such government grants based on Gross SGST payable, having maximum ceiling of Rs. 618.31 lakhs p.a. in accordance with the relevant notifications issued by the State of Maharashtra. During the year, the Company had already received an in principal approval for eligibililty from the Government of Maharashtra in response to the application filed by the Company for incentive under Electronic Policy-2016 on its investment for expansion for the period from March 2017 to February 2021. Accordingly, the Company has recognised grant income amounting to Rs. 618.28 lakhs for the year ended on 31st March 2023 (pertaining to last year Rs. 1391.71 lakhs). The cumulative amount receivable in respect of the same is Rs 1712.07 ( Rs. 1,391.71 lakhs as at 31st March 2022). During the year Rs 297.92 lakhs is received from Maharasthra Goverment for FY 2019-20, 2020-21 on provisional basis while sanctions are given for the eligible amount.

# Incentive under IIEPP-2017

The Company units located at Greater Noida known as Unit-1 & 3 are eligible for incentive under IIEPP-2017 of Uttar Pradesh Govtt. and letter of comfort has been granted during the current financial year and have been availing incentives in the form of NET SGST refund on increased turover over base turnover & interest subsidy on term loan taken for Plant & Machinery for the period of April 2018 to March 2023. During the year Company has recognise income amounting to Rs. 473.23 lakhs and Rs.119.10 Lakhs based on letter of comfort which receivable from PICUP, UP Government untertaking.

A) Defined Contribution Plans:

The Company makes contribution in the form of provident funds as considered defined contribution plans and contribution to Employees Providend Fund Orgnisation.The Company has no further payment obligations once the contributions have been paid. Following are the schemes covered under defined contributions plans of the Company:

Provident Fund Plan & Employee Pension Scheme: The Company makes monthly contributions at prescribed rates towards Employee Provident Fund and Employee Pension Scheme fund administered and managed by Ministry of Labour & Employment,Government of India.

Employee State Insurance: The Company makes prescribed monthly contributions towards Employees State Insurance Scheme and payment made to Employee State Insurance Corporation, Ministry of Labour & Employment,Government of India.

B) Defined Benefit Plans:

(i) The Company provides for gratuity obligations through a defined benefit retirement plan (the ''Gratuity Plan'') covering all company employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement termination of employment or death of an employee, based on the respective employees'' salary and years of employment with the Company.

b) Risk Parameter

Actuarial valuation is done basis some assumptions like salary inflation,discount rate and withdrawal assumptions. In case the actual experience varies from the assumptions, fund may be insufficient to pay off the liabilities. Similarly, reduction in discount rate in subsequent future years can increase the plan''s liability. Further, actual withdrawals may be lower or higher then what was assumptions the valuation,may also impact the plan''s liability.

c) Risk of illiquid Assets

Another risk is that the funds, although sufficient, are not available when they are required to finance the benefits. This may be due to assets being locked for longer period or in illiquid assets.

d) Risk of Benefit Change

There may be a risk that the benefit promised is changed or is changeable within the terms of the contract.

e) Asset liability mismatching risk

ALM risk arises due to a mismatch between assets and liabilities either due to liquidity or changes in interest rates or due to different duration.

During the year 2020-21, the Company has establised PG Electroplast Employee Stock Option Scheme 2020 "ESOP 2020â and the same was approved at the general meeting of the Company held on 28th February 2021. The plan was set up so as to offer and grant, for the benefit of employees of the Company, who are eligible under "Securities and Exchange Board of Indiaâ (SEBI) (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, option of the Company in one or more tranches, and on such terms and conditions as may be fixed or determined by the board, in accordance with the law or guidelines issued by the relevant authorities in this regard;

As per the plan, each option is exercisable for one equity share of face value of Rs. 10 each, at a price to be determined in accordance with ESOP 2020. ESOP information is given for the number of shares.

34 Leases

i) The Company''s lease asset primarily consist of leases for land and buildings for offices and warehouses having the various lease terms. The Company also has certain leases of with lease terms of 12 months or less. The Company applies the ''shortterm lease'' recognition exemptions for these leases.

ii) The carrying value of right to use assets and movement thereof are disclosed in note 3.

iii) The following is the carrying value lease liability and movement thereof;

35.1 FAIR VALUE HIERARCHY

i) The Company uses the following hierarchy for fair value measurement of the company''s financials assets and liabilities:

Level 1: Quoted prices/NAV (unadjusted) in active markets for identical assets and liabilities at the measurement date.

Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

ii) Fair valuation techniques

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

1) Fair value of cash and deposits, trade receivables, trade payables, and other current financial assets and liabilities approximate their carrying amounts largely due to the short term maturities of these instruments.

2) Borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, credit risk and other risk characteristics. Fair value of variable interest rate borrowings approximates their carrying values.

f) Terms & Conditions

(i) Remuneration does not include the provision made for gratuity and leave benefits, as they are determined on an acturial basis for the Company as a whole. Based on the recommendation of the Nomination and remuneration committee, all decisions relating to the remuneration of the KMPs are taken by the Board of Directors of the Company, in accordance with shareholders approval, wherever necessary.

(ii) All Transactions entered with related parties defined under the Companies Act, 2013 during the year based on the terms that would be available to third parties. All other transactions were made in the ordinary course of business and at arm''s lengh price.

(iii) All outstanding balances are unsecured and are repayable in cash.

(iv) *Part of loan of amounted Rs 5872.10 (As on 31st 2022:Rs 12,381.45 lakhs) out of loan taken by PG Technoplast Private Ltd was repaid during the financial year & loan amounted of Rs Nil (As on 31st March 2022: Rs 7,500 lakhs) has been converted into equity share capital of PG Technoplast Private Ltd during the previous year.

37 FINANCIAL RISK MANAGEMENT

The Company''s principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to manage finances for the Company''s operations. The Company''s principal financial assets comprise trade and other receivables and cash and cash equivalent that arise directly from its operations.

The Company''s activities expose it mainly to market risk, liquidity risk and credit risk. The monitoring and management of such risks is undertaken by the senior management of the Company and there are appropriate policies and procedures in place through which such financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. It is the Company policy not to carry out any trading in derivative for speculative purposes.

A) 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 prices comprises three types of risk: interest rate risk, currency rate risk and other price risks, such as

equity price risk and commodity price risk.

(i) Interest rate risk

Most of the borrowings availed by the Company are subject to interest on floating rate of basis linked to the base rate or MCLR (marginal cost of funds based lending rate). In view of the fact that the total borrowings of the Company are quite substantial, the Company is exposed to interest rate risk.

The above strategy of the Company to opt for floating interest rates is helpful in declining interest scenario. Further, most of the loans and borrowings have a prepayment clause through which the loans could be prepaid with pre payment premium. The said clause helps the Company to arrange debt substitution to bring down the interest costs or to prepay the loans out of the surplus funds held.While adverse interest rate fluctuations could increase the finance cost, the total impact, in respect of borrowings on floating interest rate basis.

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in foreign currency). The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.

(iii) Commodity price risk

Commodity price risk is the risk that future cash flow of the Company will fluctuate on account of changes in market price of key raw materials. The Company is exposed to the movement in the price of key raw materials in domestic and international markets. the company has in place policies to manage exposure to fluctuation in the prices of the key raw materials used in operations.

B) Liquidity Risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company uses liquidity forecast tools to manage its liquidity. The Company is able to organise liquidity through own funds and through working capital loans.The Company has good relationship with its lenders, as a result of which it does not experience any difficulty in arranging funds from its lenders. Table here under provides the current ratio of the Company as at the year end.

C) Credit Risk

Credit risk arises when a counterparty defaults on its contractual obligations to pay resulting in financial loss to the Company. The Company is exposed to credit risk from its operating activities, primarily trade receivables. The credit risks in respect of deposits with the banks, foreign exchange transactions and other financial instruments are only nominal.

with a view to limit risks of delays and default. Further, in most of the cases, the Company normally allow credit period of 30-90 days to all customers which vary from customer to customer except mould & dies business. In case of mould & dies business, advance payment is taken before start of execution of the order. In view of the industry practice and being in a position to prescribe the desired commercial terms, credit risks from receivables are well contained on an overall basis.

The impairment analysis is performed on each reporting period on individual basis for major customers. Some trade receivables are grouped and assessed for impairment collectively. The calculation is based on historical data of losses, current conditions and forecasts and future economic conditions. The Company''s maximum exposure to credit risk at the reporting date is the carrying amount of each financial asset.

38 SEGMENT INFORMATION

Operating segment are defined as components of the company about which seperate financial information is available that is evaluated regularly by the chief operating decision-maker, or decision- making company, in deciding how to allocate resources and in assessing performance. The Company primarily operates in one business segment- Consumer Electronic Goods and Components.

39 CAPITAL MANAGEMENT

For the purpose of Capital Management, Capital includes net debt and toal equity of the Company. The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Company is based on management''s judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.The Company may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

(i) Excise department has issued show cause notice dated 22nd December, 2011 for Rs 765.73 in respect of CTV sold to ELCOT, Tamil Nadu ( a Govt. of Tamil Nadu undertaking) during the period February 2009 to October 2011 for free distribution by the state Govt. to poor section of the people by paying excise duty on the basis of value determined under section 4A instead of determining the value under section 4 of the Central Excise Act,1944.The department has the contention that sale is institutional sale & valuation based on MRP under Section 4A is not applicable to the sale to ELCOT. The appeal made by the Company was allowed by the CESTAT, New Delhi vide order dated 12 th March,2014. However, the excise department has filed the appeal with Supreme Court, which has been admitted by the Supreme Court on 5th January, 2015 by condoning the delay in filing the appeal. This matter was last time listed on 2nd January, 2017.However, the Excise department filed an Interlocutory Application seeking early hearing of the appeal on July 11, 2022. The Hon''ble Chief Justice found no merit in the Interlocutory Application and accordingly, rejected the application filed by the Excise Department. The matter is pending for Final Hearing.

(ii) Directorate of Revenue Intelligence (DRI) had conducted a search on the factory premises of the Company and the residence of the Promoters on 8th March 2011. The Company has deposited Rs 145 lakhs as anti-dumping duty on import of CPT during the period from May 2010 to Dec 2010, which is refunded later on. A show cause notice dated 29th May 2015 has been issued on the company and raised the demand of Anti-Dumping Duty worth Rs. 738.54 lakhs along with interest and penalty. The Principal Commissioner of custom has passed an order dated 28th February 2017, confirming the demand of Rs. 738.54 lakhs along with interest & penalty. The Company has filed an appeal before CESTAT, Allahabad Bench on 1st June 2017. The CESTAT vide its order dated 18th June 2019 has allowed the appeal in favour of the Company and refunded the deposited amount and set aside the order passed by Principal Commissioner of customs, Noida. However, the Department has filed a Civil Appeal (No. 6544/2020) against the aforesaid Final order of CESTAT, Allahabad dated 18th June 2019. But till date no hearing was held at Hon''ble Supreme Court and no stay has been granted to the Department.

(iii) NOTICE FOR RECOVERY: The Company have received a Notice under the jurisdiction of West District, Tis Hazari Court, Delhi from M/s Polyblends (India) Pvt. Ltd for recovery of outstanding amount of Rs. 43,70,501.19/- with respect to purchase of plastic raw material and plastic filled compounds. The authorised representative appeared on behalf of the Company on May 20, 2022 before the Hon''ble Court. The Hon''ble Court directed the Company to file written statements. The Company filed the written statements. The pleadings in this case are complete and issues are framed. Evidence by way of affidavit were filed on behalf of plaintiff. Preliminary Enquiry stood closed. The case was listed on February March 27, 2023 for examination of certain documents. The next date of hearing for final arguments is on July 24, 2023. iv) NOTICE FOR RECOVERY: The Company have received a Notice under the jurisdiction of West District, Tis Hazari Court, Delhi from M/s Niyati Industries through Mr. Vijay Jain for recovery of outstanding amount of Rs. 2,04,980.39/- with respect to job work of re-enforced (Polystyrene) of plastic raw materials. The authorised representative appeared on behalf of the Company on May 12, 2022 before the Hon''ble Court and filed the written statements. Replication has been filed on behalf of the plaintiff on July 23, 2022. The pleadings in this case are complete and issues are framed. The case was listed on May 02, 2023 for examination of documents. The next date of hearing is July 18, 2023.

(iv) Company has given corporate guarantee to banks for borrowings taken by its wholly owned subsidiary (i.e PG Technoplast Private Limited).

40 CONTINGENCIES AND COMMITMENTS (Contd..) b) Commitments
Particulars	As at 31st March, 2023	As at 31st March, 2022
Estimated amount of contracts remaining to be executed on Capital account and not provided for (Net of advances)	520.20	635.25
Other Commitments*	-	74.40
	520.20	709.65
*During the previous year, Company has entered into an agreement with Solar Stream Renewable Services Private Limited to invest Rs.148.80 lakhs in tranches in the equity shares of the Company & the same has been invested during the year.

43 STANDARD NOTIFIED BUT NOT YET EFFECTIVE

Recent pronouncements Ministry of Corporate Affairs ("MCAâ) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, as below:

Ind AS 1 - Presentation of Financial Statements The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements. The Company does not expect this amendment to have any significant impact in its financial statements.

Ind AS 12 - Income Taxes The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company is evaluating the impact, if any, in its financial statements.

Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertaintyâ. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its financial statements.

44 EVENTS AFTER BALANCE SHEET DATE

No adjusting or significant non-adjusting events have occurred between the reporting date and date of authorization of these standalone financial statements.

48 OTHER STATUTORY INFORMATION

i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

ii) The Company does not have any transactions with companies struck off Company.

iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

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

v) The Company is not a declared wilful defaulter by any bank or financial Institution or other lender, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India, during the year ended 31 March 2023 and 31 March 2022.

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

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

viii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

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

Mar 31, 2018

1. CORPORATE INFORMATION

PG Electroplast Limited (''The Company") is a public Company domiciled in india and is incorporated under the provisions of the Companies Act applicable in india. Its equity shares are listed with the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The registered office of the Company Is located at DTJ - 209, DLF Tower B, Jasola, New Delhi - 110025. The Company is an Electronic Manufacturing Services (EMS) provider for Original Equipment Manufacturers (OEMs) of consumer electronic products in India. The Company manufactures and / or assemble a comprehensive range of consumer electronic components and finished products such as Kitchen Appliances, air conditioners (ACs) sub- assemblies, Air Cooler, Washing Ma-chine,Mobile handsets,LED for third parties.

Notes: (i) Leasehold Land

The original lease terms in respect of a parcel of land acquired as under

Plot no Period of Lease

P-4/2to 4/6 at Unit-1 90 years

E-14, 15 at Unit-III 83 years

F-20 at Unit-III 59 years

I-26, 27 at Unit-V 64 years

A-20/2 at Unit IV 85 Years

C-11 at Unit-IV 76 years

These leases of lands have been classified as finance lease in terms of criteria specified in Ind AS 17 leases, including the facts that the market value of the land ( as on the date of transaction) had been paid to the lessor at the inception of the lease and the company has transfer rights in respect of such lands.

(ii) Restrictions on Property, plant and equipment

Refer note 14 & 16 for information on charges created on property, plant and equipment.

(iii) Contractual commitments

Refer note 37 for disclosure of contractual commitments for the acquisition of property, plant and equipment.

(iv) Capital work-in-progress

Capital work-in-progress mainly comprises new manufacturing facility at Unit-1, Unit-3 at Greter Noida and Unit-4 at Supa Ahemad-nagar, in the process of being installed.

(v) Deemed cost

The company has availed exemption provided under Ind AS 101 first time adoption of indian accounting standards & considered the carrying value of property, plant & equipment measured under previous GAAP as the deemed cost as on 1st april 2016. Accordingly, the cost as on 1st april 2016, net of accumulated depreciation, has been considered as deemed cost. The information on gross block & accumulated depreciation as on 1st April 2016 is provided here under:-

Notes:-Deemed cost

The company has availed exemption provided under Ind AS 101 first time adoption of Indian accounting standards & considered the carrying value of intangible assets measured under previous GAAP as the deemed cost as on 1st april 2016. Accordingly, the cost as on 1st April 2016, net of accumulated depreciation, has been considered as deemed cost.

The gross carrying amount and accumulated amortisation as on 1st April 2016 in respect of above intangible assets were Rs 129.74 lacs & Rs.58.36 lacs respectively.

(i) The mode of valuation of inventories has been stated in note 2 (k)

(ii) In view of the order-to-dispatch cycle being normally around twelve months, most of the inventories held are expected to be utilized/sold during the next twelve months. However, there may be some exceptions on account of unanticipated cases where the dispatch is held up due to reasons attributable to the customers, slow movement in spares and advance manufacture in anticipation of orders, but these are not expected to be of material amounts.

(iii) Refer Note no.14 & 16 for information on hypothecation created by state bank of India on entire stock including raw material, work in progress, finished goods, stock in transit and other stores & spare parts of unit-1,2 & 3 of the Company.

Terms and rights attached to equity shares

The company has only one class of equity shares having a par value of ''10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation of the company, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

(a) It represents undistributed profits of the Company which can be distributed by the Company to its equity shareholders in accordance with the requirements of the Companies Act, 2013.

(b) As required under Ind AS compliant Schedule III, the Company has recognised remeasurement of defined benefit plans (net of tax) as part of retained earnings.

14.1 Term Loan from State Bank of India

a.(i) WCTL from State Bank of India are secured by way of hypothecation of entire current assets including Raw material, Semi Finished Goods, Finished Goods, Book debts, advance payments, stock in transit, other current assets, cash margins of Unit1, 2 & 3 of the Company, factory land and Building situated at Plot no- P-4/2-4/5 and Plot No E-14/15, Site-B, UPSIDC Industrial Area, Surajpur, Greater Noida of Company & Personal guarantee of promoter directors i.e Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vishal Gupta and Mr. Vikas Gupta;

a.(ii) Term loan from State Bank of India are secured by way of hypothecation of Plant and Machinery, Prefabricated building and other utilities acquired out of banks finance and Building situated at Plot no- P-4/2-4/5 and Plot No E-14/15, Site-B, UPSIDC Industrial Area, Surajpur, Greater Noida of the Company & Personal guarantee of promoter directors i.e Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vishal Gupta and Mr. Vikas Gupta;

a.(iii) Term loan from State Bank of India are secured by way of hypothecation of Plant and Machinery, factory land situated at P-4/6 and F-20, Site-B, UPSIDC Industrial Area, Surajpur, Greater Noida of the Company & Personal guarantee of promoter directors i.e Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vishal Gupta and Mr. Vikas Gupta;

b. Collateral Security:- Factory Land and Building situated at Plot no- P-4/2 - 4/6 & Plot No E-14 & E-15, Site-B, UPSIDC Industrial Area, Surajpur, Greater Noida of Company and Factory land and Building situated at Khasra No 268 & 275, Village Raipur, Roorkee, Haridwar, Uttarakhand, in the name of PG Electronics;

c. Third Party Guarantee of PG Electronics ( Partnenrship Firm)

d. Outstanding working capital term loan as on 31 March 2018 is Rs.455.00 lacs (as on 31 March 2017 is Rs.1205.00 lacs & as on 31 March 2016 is Rs 1705.00 lacs) as on reporting date is repayable in monthly instalments @ 50.00 lacs in 2018-19 from Jul-18 to Feb-19 and balance Rs.55.00 lacs in March 2019 alongwith interest;

e. Outstanding Term loan as on 31 March 2018 is Rs.879.00 lacs ( as on 31 March 2017 is Rs.1007.86 lacs & as on 31 March 2016 is Rs. Nil) as on reporting date is repayable on monthly instalments of Rs 20.00 lacs till November 2021 alongwith Interest;

f. Outstanding Term loan as on 31 March 2018 is Rs.1849.99 lacs ( as on 31 March 2017 is Rs. NIL & 31 March 2016 is Rs. Nil) as on reporting date is repayable on monthly instalments of Rs 10.00 lacs in FY 2018-19, monthly instalments of Rs.20.00 lacs in FY 2019-20 & 202021, monthly instalment of Rs.30.00 lacs in FY 2021-22, monthly instalment of Rs.35.00 lacs in FY 2022-23, monthly instalment of Rs.40.00 lacs in FY 2023-24, till Feb 2024 and Rs.30.00 lacs in March 2024 alongwith Interest;

1.1 Term Loan from HDFC Bank Limited

a. Term loans from HDFC Bank Limited are secured by way of exclusive charge over land, Building, at I-26 & I-27, Site-C, UPSIDC Industrial Area,Surajpur Greater Noida, U.P. & at A-20/2. MIDC Supa, District- Ahmednagar Maharastra. Term loan are also secured by way of exclusive charge on plant and machinery are acquired from their term loan which installed at PG-4 & PG-5. Personal Guarantee are also given by promoter directors i.e. Mr.Promod Gupta, Mr.Anurag Gupta, Mr. Vishal Gupta and Mr. Vikas Gupta;

b. Outstanding term loan as on 31 March 2018 is Rs.789.49 lacs (as on 31 March 2017 is Rs 638.00 lacs & as on 31 March 2016 is Rs.Nil ) repayable in monthly instalments of Rs 18.36 lacs till October 2021 alongwith interest and is primarily secured by Plant & Machinery purchased out of the term loan;

c. Outstanding term loan as on 31 March 2018 is Rs 658.86 lacs (as on 31 March 2017 is Rs Nil & as on 31 March 2016 is Rs.Nil ) repayable in monthly instalments of Rs 4.39 lacs till December 2024 alongwith interest and is primarily secured by Plant & Machinery purchased out of the term loan;

d. Outstanding term loan from HDFC includes loan against property taken over from Religare Finvest Limited as on 31 March 2018 is ''879.92 lacs (as on 31 March 2017 is Rs Nil & as on 31 March 2016 is Rs.Nil ) repayable in monthly instalments till May 2027 alongwith interest. The loan is primarily secured by way of exclusive charge over land & Building at A-20/2. MIDC Supa, District-Ahmendnagar Maharastra & Personal Guarantee of promoter directors i.e. Mr.Promod Gupta, Mr.Anurag Gupta, Mr. Vishal Gupta and Mr. Vikas Gupta;

1.2 Term Loan from Aditya Birla Finance Limited (ABFL)

Term loan from ABFL for purchase of Plant & machinery is secured by;

a. Primary Security: Machineries purchased from the term loan;

b. Collateral Security : Exclusive charge on the Unit No.11, lobe-2, second floor currently known as 2211,second floor,Tower-a,The corenthum,plot no.A-41,Sector-62,Noida owned by TV Palace ( Partnership firm) in which directors are partners;

c. Guaranteed by promoter directors i.e Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vishal Gupta & Mr. Vikas Gupta.

d. Outstanding term loan as on 31 March 2018 is Rs 162.28 lacs (as on 31 March 2017 is Rs 198.48 lacs & as on 31 March 2016 is Rs. Nil)

1.3 Unsecured loans from directors of Rs.3384.11 lacs (previous year Rs.2065.00 lacs) was given by directors on long term basis and are interest free.

1.4 Deferred payment against plant & machinery represents

a. the outstanding amount of Rs.87.25 lacs ( of USD 1.33 lacs) (Previous year Rs.14.59 lacs ) is repayable in 22 monthly instalements (21 instalements of USD .06 lcas and 22nd instalement of USD .07 lacs ) in respect of plant & machineries purchased on credit without interest.

b. Outstanding amount of Rs.38.25 lacs ( Previous year Rs.406.54 lacs) is repayable in 6 monthly instalments (5 monthly instalements each of Rs.6.95 lacs and 6th instalment of Rs.3.48 lacs ) in respect of indigeneous plant & machineries purchased on credit without interest.

Cash Credit Limit from State Bank of India

a. CC Limits from State Bank of India are secured by way of hypothecation of entire current assets including raw material, Semi Finished, Finished Goods Book debts, advance payments, stock in transit, other current assets, cash margins of Unit 1, 2 & 3 of the Company;

b. Collateral Security : Factory Land and Building situated at Plot no- P-4/2 - 4/6 & Plot No E-14 & E-15, Site-B, UPSIDC Industrial Area, Surajpur, Greater Noida of Company and Factory land and Building situated at Khasra No 268 & 275, Village Raipur, Roorkee, Harid-war, Uttarakhand, in the name of PG Electronics;

c. Personal and third party Guarantee: Secured by Personal Guarantee of promoter directors i.e. Mr.Promod Gupta, Mr.Anurag Gupta, Mr. Vishal Gupta and Mr. Vikas Gupta and guarantee of PG Electronics.

Overdraft Limit from State Bank of India

d. Overdraft from State Bank of India is secured against term deposits.

Bill discounting Limit

e. Bill discounting from HDFC Bank are guaranteed by promoter directors i.e Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vishal Gupta & Mr. Vikas Gupta.

f. Bill discounting from Kotak Mahindra Bank Ltd. (KMBL):-

i. Primary Security: Master letter arrangement from SMR Automotives System India Ltd.

ii. Personal Guarantee by promoter directors i.e Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vishal Gupta & Mr. Vikas Gupta.

g. Bill discounting liability of previous year towards Tata Capital Financial Services Limited (TCFSL) has been paid in FY 2017-18 and was discontinued.

h. Bill discounting liability of previous year towards Aditya Birla Finance Limited (ABFL) had been paid in FY 2017-18 and was discontinued.

Note.

Revenue from operations for periods up to 30 June 2017 includes excise duty of Rs.1336.60 lacs (Previous year ''4075.22 lacs). From 1 July 2017 onwards the excise duty and most indirect taxes in India have been replaced with Goods and Service Tax (GST). The Company collects GST on behalf of the Government. Hence, GST is not included in Revenue from operations. In view of the aforesaid change in indirect taxes, Revenue from operations year ended 31 March 2018 is not comparable with 31 March 2017.

2 SEGMENT INFORMATION

The Company is domiciled in India and all its non-current assets are located in/relates to India except capital advances of Rs.106.73 lacs as at 31 March 2018 ( 31 March 2017 is Rs.23.47 lacs & 01 April 2016 is Rs.12.91 lacs)

The amount of Company''s revenue from external customers based on geographical area and nature of the products/ services are shown below:

3. EMPLOYEE BENEFIT PLANS

(i) Defined contribution plans:

(a) The Company operates defined contribution retirement benefit plans under which the Company pays fixed contributions to Employees Providend Fund Orgnisation, Ministry of Labour & Employment, Government of India. The Company has no further payment obligations once the contributions have been paid. Following are the schemes covered under defined contributions plans of the Company:

(ii) Defined benefit plans

(a) The Company provides for gratuity obligations through a defined benefit retirement plan (the ''Gratuity Plan'') covering all company employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement termination of employment or death of an employee, based on the respective employees'' salary and years of employment with the Company.

(b) Risk exposure

i) Risk to the beneficiary

The greatest risk to the beneficiary is that there are insufficient funds available to provide the promised benefits. This may be due to:

- The insufficient funds set aside, i.e. underfunding

- The insolvency of the Employer

- The holding of investments which are not matched to the liabilities

- Or a combination of these events"

ii) Risk Parameter

Actuarial valuation is done basis some assumptions like salary inflation, discount rate and withdrawal assumptions. In case the actual experience varies from the assumptions, fund may be insufficient to pay off the liabilities. Similarly, reduction in discount rate in subsequent future years can increase the plan''s liability. Further, actual withdrawals may be lower or higher then what was assumptions the valuation, may also impact the plan''s liability.

iii) Risk of illiquid Assets

Another risk is that the funds, although sufficient, are not available when they are required to finance the benefits. This may be due to assets being locked for longer period or in illiquid assets.

iv) Risk of Benefit Change

There may be a risk that the benefit promised is changed or is changeable within the terms of the contract.

v) Asset liability mismatching risk

ALM risk arises due to a mismatch between assets and liabilities either due to liquidity or changes in interest rates or due to different duration.

4. CAPITAL MANAGEMENT

For the purpose of Capital Management, Capital includes net debt and toal equity of the Company. The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Company is based on management''s judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence. The Company may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

Further, no changes were made in the objectives, policies or process for managing capital during the years ended 31 March 2018 and 31 March 2017.The Company is not subject to any externally imposed capital requirements.

5. FINANCIAL RISK MANAGEMENT

The Company''s principal financial liabilities, comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to manage finances for the Company''s operations. The Company''s financial assets comprise loan and other receivables, trade and other receivables, cash, and deposits that arise directly from its operations.

The Company''s activities expose it mainly to market risk, liquidity risk and credit risk. The monitoring and management of such risks is undertaken by the senior management of the Company and there are appropriate policies and procedures in place through which such financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. . It is the Company policy not to carry out any trading in derivative for speculative purposes.

(i) Credit risk

The customer credit risk is managed subject to the Company''s established policy, procedure and controls relating to customer credit risk management. In order to contain the business risk, prior to acceptance of an order from a customer, the creditworthiness of the customer is ensured through scrutiny of its financials, if required, market reports and reference checks. The Company remains vigilant and regularly assesses the financial position of customers during execution of contracts with a view to limit risks of delays and default. Further, in most of the cases, the Company normally allow credit period of 30-90 days to all customers which vary from customer to customer except mould & dies business. In case of mould & dies business, advance payment is taken before start of execution of the order. In view of the industry practice and being in a position to prescribe the desired commercial terms, credit risks from receivables are well contained on an overall basis.

(iii) Market risk

The Company is exposed to following key market risks:

a) Interest rate risk on loans and borrowings

b) Commodity price risk

c) Other market risk

(a) Interest rate risk

The above strategy of the Company to opt for floating interest rates is helpful in declining interest scenario. Further, most of the loans and borrowings have a prepayment clause through which the loans could be prepaid with pre payment premium. The said clause helps the Company to arrange debt substitution to bring down the interest costs or to prepay the loans out of the surplus funds held. While adverse interest rate fluctuations could increase the finance cost, the total impact, in respect of borrowings on floating interest rate basis.

(b) Commodity price Risk

Other market risk include foreign currency risk, which is the risk that the fair value or future cash flow of an exposure will fluctuate because of changes in foreign exchange rates the company transact business primarily in Indian rupees and USD. The Company has foreign currency trade payables and is therefore exposed to foreign exchange risk.

5.1 Fair value hierarchy

The Company uses the following hierarchy for fair value measurement of the company''s financials assets and liabilities:

Level 1: Quoted prices/NAV (unadjusted) in active markets for identical assets and liabilities at the measurement date.

Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

During the year ended 31.03.2018 and 31.03.2017 there were no transfers between level 1 and level 2 fair value measurements, and no transfer into and out of level 3 fair value measurements

Fair valuation techniques

i) Excise department has issued show cause notice dated 22nd Dec.,2011 for Rs 765.73 lacs in respect of CTV sold to ELCOT,Tamilnadu ( a Govt. of Tamil Nadu undertaking) during the period Feb 09 to Oct 2011 for free distribution by the state Govt to poor section of the people by paying excise duty on the basis of value determined under section 4A instead of determining the value under section 4 of the Central Excise Act,1944.The department has the contention that sale is institutional sale & valuation based on MRP under Section 4A is not applicable to the sale to ELCOT. The appeal made by the Company was allowed by the CESTAT ,New Delhi vide order dated 12th March,2014. However the excise department has filed the appeal with Supreme Court, which has been admitted by the Supreme Court on 5th Jan.,2015 by condoning the delay in filing the appeal. this matter was last time listed on 02/01/2017. Case is pending before Supreme Court for final decision.

ii) The Directorate of Revenue Intelligence ( Delhi Zonal Unit),New Delhi of Custom Department had conducted a search on 8.03.2011 and issued show cause notice (SCN) no. 29/2015 dated 29.05.2015 (received on 2.06.2015) mentioning why Anti-Dumping Duty of Rs 738.54 lacs excluding interest & penalty should not be levied in respect of import of Colour Picture Tubes (CPT) from M/s Chungwa Picture Tubes, Malasiya during the period of May 2010 to Dec 2010.The Company has deposited Rs 145.00 lacs during the year 2010-11 & 2011-12 under protest. The Delhi High court has quashed the show cause notices in similar cases named as Mangli Impex Ltd & others. Accrodingly the Company has filed the writ Petition before Delhi High Court to quash the show cause notice. Delhi High Court has directed the matter to Principal Comissioner ,Custom, Dadri to adjuducat the matter in the light of judgment given in Mangli Impex Ltd. The Delhi High court order has been stayed by Supreme Court. Accordingly ,the Principal Commissioner Customs has passed an order dated 28.02.2017 confirming the demand of Rs 738.54 lacs along with interest and penalty. The company has filled an appeal before CESTAT Allahabad Bench on 01.06.2017 and hearing is awaited in this matter.

iii) In matter of IPO of the Company in 2011, Adjudicating officer of SEBI has passed an order on 2nd August 2017, vide which they have imposed monetary penalty of ''100.00 lacs on the Company & Rupees One Crore on each of four promoter Directors. The Company has filed an appeal before SAT. The matter is pending for hearing.

6. FIRST TIME ADOPTION OF IND AS Transition to Ind AS

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

The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet as at 1 April 2016 (the transition date). In preparing its opening Ind AS balance sheet, the Company has made adjustments to the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provision of the Act (previous GAAP or Indian GAAP). Further, in view of the classification of current and non-current items adopted in accordance with the criteria specified in Ind AS 1 Presentation of Financial Statements the corresponding figures of the previous years have been appropriately reclassified wheres oever necessary. An explanation of how the transition from previous GAAP to Ind AS has affected the Company''s financial position, financial performance and cash flows is set out in the following tables and notes.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

A.1 Ind AS optional exemptions A.1.1 Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets.

A.1.2 Leases

Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material.

The Company has elected to apply this exemption for such contracts/ arrangements.

A-2 Ind AS mandatory exceptions A.2.1 Estimates

An entity''s estimates in accordance with Ind ASs 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 as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP (after adjustments to reflect any difference in accounting policies) apart from certain new estimates that were not required under previous GAAP.

A.2.2 De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entity''s choosing, provided that the information needed to apply Ind AS 109 to financial assets and liabilities derecognised as a result of past transactions was obtained at the time of initially accounting for those transactions.

The Company has elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

A.2.3 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification of financial assets in terms of whether they meet the amortised cost criteria or the fair value criteria based on the facts and circumstances that existed as of the transition date and the Company has followed the same.

A.2.4 Fair value of financial assets and liabilities

The Company has financial receivables and payables that are non-derivative financial instruments. Under previous GAAP, these were carried at transactions cost less allowances for impairment, if any. Under Ind AS, these financial assets and liabilities are initially recognised at fair value and subsequently measured at amortised cost, less allowance for impairment, if any. For transactions entered into on or after the date of transition to Ind AS, the requirement of initial recognition at fair value is applied prospectively.

B. Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

C. Notes to first-time adoption: C.1 Property, plant and equipment

The company has availed exemption provided under Ind AS 101 first time adoption of Indian accounting standards & considered the carrying value of property, plant & equipment and intengible asset measured under previous GAAP as the deemed cost as on 1st April 2016. Accordingly, the cost as on 1st April 2016, net of accumulated depreciation, has been considered as deemed cost. Consequently, Carrying value of Property Plant & Equipment as on 31st March 2017 decreased by Rs.29.94 lacs and depreciation increased by Rs.29.94 lacs . Moreover profit decreased by Rs.29.94 lacs.

C.2 Leasehold land

Under the previous GAAP, leasehold land were scoped out of AS 19 Leases and hence all such lands were capitalised and formed part of PPE. Under Ind AS, since now the leasehold land is scoped in Ind AS 17 Leases, in view of terms of the lease of land at Greater Noida and Ahemdnager Parner Supa being in the nature of finance lease, the Company has accounted for such land in accordance with Ind AS 17 and continued to disclose the same under PPE. There is no impact on the total equity or profit as a result of this adjustment.

C.3 Borrowings

IND AS 109 requires that the upfront/processing fees paid in respect of borrowings are recoginsed in the profit and loss over the tenure of borrowing by applying the effective interest rate method. Under previous GAAP, such fees were charged to profit and loss. Accordingly, other non current assets increased by Rs.9.33 lacs and other current assets increased by ''2.98 lacs due to showing of unamortised upfront /processing fees as prepaid expenses.Further profit increased by Rs.12.32 lacs. Net cash flow from operating activities decreased by Rs.12.32 lacs with an equivalent increase in Net cash flow from investing activities by Rs.1.47 lacs and increase in Net cash flow from financing activities by Rs.10.85 lacs.

C.4 Security Deposits received

Under the Previous GAAP, Interest free security received (that are repayable in cash ) are recorded at there transaction value. Under IND AS, all financial liabilities are required to recognised at fair value. Accordingly, the Company has fair valued these security received under IND AS. Difference between the fair value and transaction value of the security received has been recognised under the liabilities as advance to be amortised over the contractual term. consequent to this change, other financial liabilities-Non Current increased by Rs.5.84 lacs and other financial liabilities-Current decreased by Rs.5.84.

C.5 Excise duty

Revenue from Operations upto period ended June 30, 2017 were reported inclusive of Excise Duty. The Government has introduced GST w.e.f. July 1,2017 replacing Excise Duty and various other indirect taxes. As per IND AS 18, the revenues for the quarter & year ended March 31, 2018 have been reported net of GST.

C.6 Remeasurements of defined benefit plans

Under Ind AS, remeasurements of defined benefit plans i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year. As a result of this change, the profit for the year ended 31 March 2017 is decreased by Rs.18.67 lacs. There is no impact on the total equity as at 31 March 2017.

C.7 Other comprehensive income

Under the previous GAAP, there was no concept of other comprehensive income. Under Ind AS, specified item of income, expense, gains or losses are required to be presented in other comprehensive income.

C.8 Statement of Cash Flows

The transition from Indian GAAP to Ind AS has not had a material impact on the statement of cash flows.

7. Utilization of money raised through public issue

During the year ended 31 March 2012, The company has based Rs.12064.50 lacs through public issue, specifically to meet its share in cost of setting-up a new manufacturing facility at Supa district Ahemadnager, G.Noida, repayment of term loan, working capital & general corporate expenses. Given below are the details of utilisation of proceeds raised through public issue.

Mar 31, 2016

1. Terms/rights attached to equity

The company has only one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. 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. In the event of liquidation of the company, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

2. Term Loan from State Bank of India

a. WCTL from State Bank of India are secured by way of first hypothecation and mortgage charge over entire fixed assets & moveable assets present and future including Equitable Mortgage of property situated at plot no- P-4/2, 4/3, 4/4, 4/5,4/6 site-B, Surajpur, Greater Noida of factory Land & Building of the Company & Personal guarantee of directors i.e Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vikas Gupta and Mr. Vishal Gupta and;

b. Collateral Security:- Second charge on entire current assets of Unit I & II of the company and;

c. Mortgage of leasehold rights for 29 years (valid up to May 2036) of factory land measuring 11370 sq.mtr of PG Electronics( Partnership firm) & of land measuring 3390 sq mtr. of Sh. Vishal Gupta at village- Raipur, Pargana Bhagwanpur, Roorkee and;

d. Corporate Gurarantee of M/s Kushang Technologies Limited & Gurarantee of PG Electronics ( Partnership Firm).

e. Outstanding working capital term loan of Rs 17,05,00,000 (previous year Rs.19,25,00,000) as on reporting date is repayable in monthly installments @ 40,00,000 in 2016-17,@ 50,00,000 2017-18 & 2018-19 & balance Rs. 5,00,000 on 31.03.2019 along with interest at the rate of 13.95% p.a.

f. Outstanding installment of Rs. 20,00,000 due in March 2016, has been paid on 15.04.2016

3. Term Loan from Standard Chartered Bank

a. Term loans from Standard Chartered Bank was secured by way of exclusive charge over land, Building, Plant & Machinery, stocks, receivable at E-14 & E-15, Site-B, UPSIDC, Surajpur Industrial Area, Greater Noida, U.P. & at A-20/2. MIDC Supa, District- Ahmandnagar Maharastra & Personal Guarantee of directors i.e. Mr.Promod Gupta, Mr.Anurag Gupta, Mr. Vikas Gupta and Mr. Vishal Gupta and;

b. Exclusive Charge on property no. office No.1, Tower A, Lobe-2, 6th floor situtated at plot no. A-41, Institutional Area, Sector 62, Noida, U.P Owned by T.V. Palace (Partnership Firm).Satisfaction of charge has been filed & charge has been removed against all above properties.

c. Outstanding term loan has been fully repaid during the year.

4. Loan against property ( LAP) from Religare Finvest Limited

a. LAP from Religare Finvest Limited is secured by way of exclusive charge over land & Building at A-20/2. MIDC Supa, District-Ahmandnagar Maharastra and exclusive charge on Plant & Machinery of the plant at Supa & Personal Guarantee of directors i.e. Mr.Promod Gupta, Mr.Anurag Gupta, Mr. Vikas Gupta and Mr. Vishal Gupta and;

c. The outstanding amount of loan alongwith interest @12.70% is repayable in 115 monthly installments of Rs 11,56,206 each ( including interest).

5. Unsecured loans from directors of Rs 22,15,00,000 (previous year Rs 21,00,00,000) was given by directors on long term basis and are interest free.

6. Deferred payment against plant & machinery represents the outstanding amount of Rs. 2,03,29,744(Previous year Rs. 3,96,65,459 payable in 23 EMI of USD 27323) which is payable in 8 EMI of USD 27323 each ,11 EMI of USD 1701 each and 6 EQI of USD 11,100 each w.e.f. 15.4.2016 in respect of plant & machineries purchased on credit without interest.

7. Cash Credit Limit from State Bank of India

a. Secured against first exclusive charge on the entire current assets of unit-I at Greator Noida & unit-II at Roorkee of the company including goods in transit, debtors.

b. Collateral Security : Extention of first charge on assets mortgaged under WCTL facility from State Bank of India as per clause no 5.1(a), (c) & (d).

8. Overdraft & WCDL from Standard Chartered Bank (SCB).

a. Secured against first charge on the fixed assets & current assets of Unit III at Greater Noida & Unit IV at Pune.

b. Collateral Security:- Extension of first charge on assets mortgaged under Term loan facility from Standard Chartered Bank as per Note no 5.2(a) & (b).

9. Overdraft from State Bank of India is secured against term deposits.

10. Bill discounting from HDFC Bank are guaranteed by promoter directors i.e Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vishal Gupta & Mr. Vikas Gupta.

11. Bill discounting from Aditya Birla Finance Limited (ABFL)

a. Primary Security: Master letter arrangement from SMR Automotives System India Ltd.

b. Collateral Security : First charge on the property No. 11 /T-A/L-2/2nd floor A-41 ,Sectro-62,Noida owned by TV Palace ( Partnership firm) in which directors are partners.

b.Guaranteed by promoter directors i.e Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vishal Gupta ,Mr. Vikas Gupta & Mrs Sudesh Gupta

i) Excise department has issued show cause notice dated 22nd Dec.,2011 for Rs 7,65,73,219 /- in respect of CTV sold to ELCOT,Tamilnadu ( a Govt. of Tamil Nadu undertaking) during the period Feb 09 to Oct 2011 for free distribution by the state Govt to poor section of the people by paying excise duty on the basis of value determined under section 4A instead of determining the value under section 4 of the Central Excise Act,1944.The department has the contention that sale is institutional sale & valuation based on MRP under Section 4A is not applicable to the sale to ELCOT. The appeal made by the Company was allowed by the CESTAT ,New Delhi vide order dated 12th March,2014. However the excise department has filed the appeal with Supreme Court,which has been admitted by the Supreme Court on 5th Jan.,2015 by condoning the delay in filing the appeal.

iii) The company was under process of investigation, as per SEBI ad-interim Order No. WTM/PS/IVD-ID5/42/2011/DEC dated 28-12-2011, in exercise of powers conferred upon SEBI under section 19 of the Securities and Exchange Board of India Act, 1992 read with section 11(1), 11(4), 11A and 11B of the said Act, SEBI has issued certain directions for the company/ directors/ other entities to comply with. However, as per SEBI Order No. WTM/PS/16/IVD/ID-5/OCT/2012 dated 31-10-2012, SEBI has revoked interim directions issued vide its order dated 28-12-2011 on all the entities except company and its promoter directors. Subsequently, the company has received the final order dated 11.03.2014 and in exercise of powers conferred under section 11(1), 11(4) ,11(B) and 11(A) of the SEBI Act, following directions has been issued by SEBI (a) Company & its promoter directors are prohibited from raising any further capital from the securities market and also prohibited from buying and selling or dealing in securities market for a period of ten years from 28.12.2011 (b) The company is directed to take urgent and effective measures to recover all moneys recoverable on account of investments in ICDs, contracts for purchase of land which have not fructified till now etc and to report the progress to SEBI on or before 10.05.2014. The company has filed the appeal with Securities Appeallate Tribunal and also submitted the progress report with SEBI . All recoverable money on account of investment in ICD & land has been received .The hearing with SAT is under process .Based on progress report further directions are awaited. In view of the uncertainty of the ultimate outcome, the impact, if any, cannot be presently ascertained.

The company has received show cause notice dated 11.09.2013 under rule 4 of SEBI (Procedure for holding Inquiry and Imposing penalties by Adjudicating officer ) Rule 1995 read with Section 15-I of the SEBI Act,1992 for imposing penalty under section 15HA & 15HB . The company has filed the reply on 16.12.2013 and personal hearing was held on 6.10.2015 and further hearing is to be made. In view of the uncertainty of the ultimate outcome, the impact, if any, cannot be presently ascertained.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The rate used to discount post employment benefit obligations (both funded and unfunded) should be determined by reference to market yields at the balance sheet date on government bonds. The currency and term of the government bonds should be consistent with the currency and estimated term of the post employment benefit obligations.

12 In the opinion of the Board, any of the assets, other than fixed assets have a value on realization in the ordinary course of business at least equal to the amount at which they are stated and provision for all known liabilities have been made.

13 Utilization of money raised through public issue

During the year ended 31st March, 2012, the company has raised Rs.120.65 crore through public issue, specifically to meet its share in the cost of settingup a new manufacturing facility at Supa-district Ahamednagar, G.Noida, repayment of term loan, working capital & general corporate expenses . Given below are the details of utilization of proceeds raised through public issue.

The company was under process of investigation, as per SEBI ad-interim Order No. WTM/PS/IVD-ID5/42/2011 /DEC dated 28-12-2011, in exercise of powers conferred upon SEBI under section 19 of the Securities and Exchange Board of India Act, 1992 read with section 11(1), 11(4), 11A and 11B of the said Act, SEBI has issued certain directions for the company/ directors/ other entities to comply with. However, as per SEBI Order No. WTM/PS/16/IVD/ID-5/OCT/2012 dated 31-10-2012, SEBI has revoked interim directions issued vide its order dated 28-12-2011 on all the entities except company and its promoter directors. Subsequently, the company has received the final order dated 11.03.2014 and in exercise of powers conferred under section 11(1), 11(4) ,11(B) and 11(A) of the SEBI Act, following directions has been issued by SEBI (a) Company & its promoter directors are prohibited from raising any further capital from the securities market and also prohibited from buying and selling or dealing in securities market for a period of ten years from 28.12.2011 (b) The company is directed to take urgent and effective measures to recover all moneys recoverable on account of investments in ICDs, contracts for purchase of land which have not fructified till now etc and to report the progress to SEBI on or before 10.05.2014. The company has filed the appeal with Securities Appeallate Tribunal and also submitted the progress report with SEBI . All recoverable money on account of investment in ICD & land has been received .The hearing with SAT is under process .Based on progress report further directions are awaited.

14 Amount due to Micro, Small & Medium Enterprises under MSMED Act, 2006 is Rs.1,62,95,563/- (previous year Rs.230,92,574/-) Identification of such enterprises has been made on the basis of their disclosure in correspondences, bills to the effect as mandated for them. As certified by the management, there was neither any default nor any delay in payment made to such enterprises, credit terms where of were within period prescribed under statute.

15. Note No. 1 to 26 form integral part of the balance sheet and statement of profit and loss.

Mar 31, 2015

1. Term Loan from State Bank of India

a. WCTL from State Bank of India are secured by way of first hypothecation and mortgage charge over entire fixed assets & moveable assets present and future including Equitable Mortgage of property situated at plot no- P-4/2,4/3,4/4,4/5,4/6 site-B, Surajpur, Greater Noida of factory Land & Building of the Company & Personal guarantee of directors i.e Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vikas Gupta and Mr. Vishal Gupta and;

b. Collateral Security:- Second charge on entire current assets of Unit I & II of the company and;

c. Mortgage of leasehold rights for 29 years (valid upto May 2036) of factory land measuring 11370 sq.mtr of PG Electronics( Partnership firm) & of land measuring 3390 sq mtr. of Sh. Vishal Gupta at village- Raipur, Pargana Bhagwanpur, Roorkee and;

d. Corporate Gurarantee of M/s Kushang Technologies Limited & Gurarantee of PG Electronics (Partnership Finn).

e. Outstanding working capital term loan of Rs 19,25,00,000 (previous year Rs.21,05,00,000) as on reporting date is repayable in monthly instalments @ 20,00,000 in 2015-16,Â® 40,00,000 in 2016-17,Â® 50,00,000 2017-18 & 2018-19 & balance Rs. 5,00,000 on 31.03.2019 alongwith interest at the rate of 12.85% p.a.

f. Outstanding installment of Rs. 15,00,000 due in March 2015, has been paid on 8.04.2015

2. Term Loan from Standard Chartered Bank

a. Term loans from Standard Chartered Bank are secured by way of exclusive charge over land, Building, Plant & Machinery, stocks, receivable at E-14 & E-15, Site-B, UPSIDC, Surajpur Industrial Area, Greater Noida, U.P. & at A-20/2. MIDC Supa, District- Ahmandnagar Maharastra & Personal Guarantee of directors i.e. Mr.Promod Gupta, Mr.Anurag Gupta, Mr. Vikas Gupta and Mr. Vishal Gupta and;

b. Exclusive Charge on property no.office No.1, Tower A, Lobe-2, 6th floor situated at plot no. A-41, Institutional Area, Sector 62, Noida, U.P Owned by T.V. Palace (Partnership Firm).

c. Outstanding term loan of Rs 4,74,59,505 (previous year Rs 10,29,14,334 as on reporting date is repayable in 16 monthly installments alongwith interest @ 13.10% p.a. for Rs.36,45,833,13.10% p.a. for Rs 1,01,02,041, 13% p.a. for Rs 1,83,67,346,12.90% p.a. for Rs 87,45,645,13.15% p.a. for Rs 32,65,306 and 14.25% p.a. for Rs. 33,33,333.

3. Unsecured loans from directors of Rs 21,00,00,000 (previous year Rs 22,00,00,000) was given by directors on long term basis and are interest free.

4. Unsecured loans (ICD) from others(non related) of Rs Nil (previous year Rs. 2.60 Crore which carries a interest rate of interest of 13% for loan of Rs 2.40 crore &14% for loan of Rs 20 lacs).

5. Deferred payment against plant & machinery represents the outstanding amount of Rs 3,96,65,459 which is payable in 23 EMI of USD 27323 each w.e.f. 15.4.2015 in respect of plants machineries purchased on credit without interest.

6. Deferred payment against leasehold land includes (Nil (Previous year Rs 4,38,489) to UPSIDC against Plot no-P-4/6, Site- B, Surjapur Industrial Area, Greater Noida, U.P.

7. Cash Credit Limit from State Bank of India

a. Secured against first exclusive charge on the entire current assets of unit-l at Greater Noida & unit-ll at Roorkee of the company including goods in transit, debtors.

b. Collateral Security: Extention of first charge on assets mortgaged under WCTL facility from State Bank of India as per clause no 5.1(a), (c)&(d).

8. Overdraft & WCDL from Standard Chartered Bank (SCB).

9. Overdraft from State Bank of India is secured against term deposits.

10. Bill discounting from HDFC Bank are guaranteed by promoter directors i.e Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vishal Gupta & Mr. Vikas Gupta.

11. Amount due to Micro.Small & Medium Enterprises under MSMED Act, 2006 is Rs.2,30,92,574/- ( Previous year Rs.293,70,614/-). Identification of such enterprises has been made on the basis of their disclosure in correspondences, bills to the effect as mandated for them. There was neither any default nor any delay in payment made to such enterprises, credit terms where of were within period prescribed under statute.

12. Note No. 1 to 28 form integral part of the balance sheet and statement of profit and loss.

Mar 31, 2014

1 Term Loan from State Bank of India

a. Term loans & WCTL from State Bank of India are secured by way of first hypothecation and mortgage charge over entire fixed assets & moveable assets present and future including Equitable Mortgage of property situated at plot no- P-4/2, 4/3, 4/4, 4/5 site-B, Surajpur, Greater Noida of factory Land & Building of the Company & Personal guarantee of directors i.e Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vikas Gupta and Mr. Vishal Gupta and;

b. Collateral Security:- Second charge on entire current assets of Unit I & II of the company and;

c. Mortgage of leasehold rights for 29 years (valid upto May 2036) of factory land measuring 11370 sq.mtr of PG Electronics ( Partnership firm) & of land measuring 3390 sq mtr. of Sh. Vishal Gupta at village- Raipur, Pargana Bhagwanpur, Roorkee and;

d. Corporate guarantee of M/s pushing Technologies Limited & guarantee of EG Electronics ( Partnership Firm).

e. Outstanding working capital term loan of Rs 2105 lacs (previous year Rs. Nil) as on reporting date is repayable in monthly instalments @ 15 lacs in 2014-15,@20 lacs in 2015-16,@40 lacs in 2016-17,@50 lacs 2017-18 6 2018-19 & balance Rs 5 lacs on 31.03.2019 (previous year: Nil) along with interest at the rate of "base rate" 5.00%. p.a.

f. Outstanding term loan of Rs. NIL (Previous year Rs 199.90 lacs) as on reporting date is repayable in 0 ( Previous year:12 ) monthly instalments upto March 2014 along with interest at the rate of "Base Rate" plus 4.10% p.a.

2 Term Loan from Standard Chartered Bank

a. Term loans from Standard Chartered Bank are secured by way of exclusive charge over land, Building, Plant & Machinery, stocks, receivable at E- 14 & E-15, Site-B, UPSIDC, Surajpur Industrial Area, Greater Noida, U.P. & at A-20/2. MIDC Supa, District-Ahmednagar Maharashtra & Personal Guarantee of directors i.e. Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vikas Gupta and Mr. Vishal Gupta and;

b. Exclusive Charge on property no. office No.1, Tower A, Lobe-2, 6th floor situated at plot no. A-41, Institutional Area, Sector 62, Noida, U.P Owned by T.V. Palace (Partnership Firm).

c. Outstanding term loan of Rs 10.29 crore (previous year Rs 15.84 Crore) as on reporting date is repayable in 49 equal monthly installments commencing from the end of 12th month from disbursement alongwith interest @13.10% p.a. for Rs 0.99 crore, 13.10% p.a. for Rs 2.36 crore, 13% p.a. for Rs 4.04, 12.90% p.a. for Rs 1.75 Crore, 13.15% p.a. for Rs 0.57 crore and 14.25% p.a. for Rs. 0.58 crore.

3 Buyer''s credit for Capital Goods from Standard Chartered Bank was repayble in 8 equal instalments along with interest at the rate of LIBOR plus bank margin and is secured as mentioned in 5.2 above.

4 Unsecured loans from directors of Rs 22.00 Crore (previous year Rs 13.94 Crore) was given by directors on long term basis and are interest free.

5 Unsecured loans from others of Rs 2.60 Crore (previous year Rs. 3.40 Crore) carries a interest rate of 13%.for loan of Rs 2.40 crore & 14% for loan of Rs 20 lacs.

6 Deferred payment against leasehold land includes Rs 4.38 lacs to UPSIDC against Plot no-P-4/6, Site- B, Surjapur Industrial Area, Greater Noida, U.P. and is payable in 10 equal half yearly installments of Rs. 1.01 lac each, starting from July 2010 along with interest @ 14% p.a. The company has not paid two half yearly instalments of Rs 1.01 lacs each along with interest of Rs 1.24 lacs.

7 Overdraft 6WCDL from Standard Chartered Bank (SCB).

a. Secured against first charge on the fixed assets & current assets of Unit III at Greater Noida & Unit IV at Pune.

b. Collateral Security:- Extention of first charge on assets mortgaged under Term loan facility from Standard Chartered Bank as per Note no 5.2(a), (b) & (c).

Amount (Rs.) As at As at 8. Contingent liabilities 31st March, 2014 31st March, 2013 and Commitments

Contingent liability (to the extent not provided for)

Claims against the company not acknowledged as debts (excluding interest & penalty)

a) Central Excise (FY 2006-07 to 2013-14) 5,77,368 16,626 b) Income Tax - TDS (FY 2006-07 to 2010-11) 36,55,425 36,55,425 c) Income Tax - (FY 2009-10) 4,14,696 4,14,696 Bank Guarantees given to Customers 5,00,000 10,00,000 Bills discounted under LC with State Bank of India 93,81,703 - Bank Guarantee given to BSE - 60,32,250 Corporate Guarantee given to SBI for Bigesto Technologies Limited ( BTL) # 10,50,00,000 10,50,00,000

Total 11,95,29,192 11,61,18,997

# The contingent liability against corporate guarantee given to SB) has become NIL as on 23.05.2014, since the BTL has fully repaid the outstanding against the credit facilities given by SBI

i ) Directorate of Revenue intelligence (DPI) had conducted a search on the factory premises of the Company and the residence of the Promoters on March 08, 2011. The Company has deposited anti dumping duty on import of CPT of Rs. 14.5 Million. However, no show cause notice is received by company from DRI.

ii) The company was under process of investigation, as per SEBI ad-interim Order No. WTM/PS/IVD-ID5/42/2011 /DEC dated 28-12-2011, in exercise of powers conferred upon SEBI under section 19 of the Securities and Exchange Board of India Act, 1992 read with section 11 (1),11 (4), 11A and 11B of the said Act, SEBI has issued certain directions for the company/ directors/ other entities to comply with. However, as per SEBI Order No. WTM/PS/16/IVD/ID-5/OCT/2012 dated 31-10-2012, SEBI has revoked interim directions issued vide its order dated 28-12-2011 on all the entities except company and its promoter directors. Now the company has received the final order dated 11.03.2014 and in exercise of powers conferred under section 11 (1), 11 (4) , 11 (B) and 11 (A) of the SEBI Act, following directions has been issued by SEBI (a) Company & its promoter directors are prohibited from raising any further capital from the securities market and also prohibited from buying and selling or dealing in securities market for a period of ten years from 28.12.2011 (b) The company is directed to take urgent and effective measures to recover all moneys recoverable on account of investments in ICDs, contracts for purchase of land which have not fructified till now etc and to report the progress to SEBI on or before 10.05.2014. The company has filed the appeal with Securities Appeallate Tribunal and also submitted the progress report with SEBI. Based on progress report further directions are awaited. In view of the uncertainty of the ultimate outcome, the impact, if any, cannot be presently ascertained.

iii) The company has received show cause notice dated 11.09.2013 under rule 4 of SEBI (Procedure for holding Inquiry and Imposing penalties by Adjudicating officer ) Rule 1995 read with Section 15-1 of the SEBI Act,1992 for imposing penalty under section 15HA & 15HB. The company has filed the reply on 16.12.2013. In view of the uncertainty of the ultimate outcome, the impact, if any, cannot be presently ascertained.

Amount (Rs.)

Commitments As at As at 31st March 2014 31st March, 2013

Estimated amount of contracts remaining to be executed on Capital account and not provided for (Net of advances) 67,13,661 5,75,38,374

Other Notes on Accounts

1 The Company has not made any provision for cess payable u/s 441A of the Companies Act, 1956. The said provision shall be made as and when the requisite notification is issued by the Central Government in this regard.

2 Earnings per share (EPS) Amount (Rs.) The following reflects the profit and share data used in the basic and diluted EPS computations: As at As at Numerator for earning per share 31st March 2014 31st March, 2013 Loss before taxation (20,28,31,290) (8,79,54,143) Less : Provision for deferred tax and income tax - (3,79,82,560) Loss after tax (20,28,31,290) (4,99,71,583) Denominator for earning per share Weighted average number of equity shares outstanding during the period 1,64,14,332 1,64,14,332 Earning per share- Basic and Diluted (one equity share of Rs. 10 each) (12.36) (3.04)

3 Employee Benefits

The Company has made provisions for employee benefits in accordance with the Accounting Standard (AS) 15 "Employee Benefits". During the year, the Company has recognised the following amounts in its financial statements.

Amount (Rs.) Amount (Rs.)

Defined Contribution Plan 2013-14 2012-13

Employer''s contribution to Provident Fund 61,55,009 48,97,800

Employers contribution to Employee State Insurance Fund 18,55,089 9,40,394

Total 80,10,098 58,38,194

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The rate used to discount post employment benefit obligations (both funded and unfunded) should be determined by reference to market yields at the balance sheet date on government bonds. The currency and term of the government bonds should be consistent with the currency and estimated term of the post employment benefit obligations.

4 In the opinion of the Board, any of the assets, other than fixed assets and non-current investments have a value on realization in the ordinary course of business at least equal to the amount at which they are stated and provision for all known liabilities have been made.

5 The Company has a system of obtaining periodic confirmations for debtors, loans & advances, current investments and creditors. Necessary entries have been passed on reconciliation of accounts wherever required.

6 The company has capitalized the following expenses of revenue nature to the cost of fixed asset/ capital work-in-progress (CWIP). Consequently, expenses disclosed under the respective notes are net of amounts capitalized by the company.

Amount (Rs.) As at As at 31st March, 2014 31st March, 201 3

Salaries, wages and bonus, Gratuity 2,63,866 Consumption of stores and spares, tools etc - -

Total - 2,63,866

7 Related party disclosures (as identified and certified by the management)

Pursuant to compliance of Accounting Standard (AS) 18 "Related Party Disclosures", the relevant information is provided here below:

(a) Related Party where control exists

i) Mr. Promod Gupta, Chairman & Managing Director (Key Management Person)

ii) Wholly Owned Subsidiary - Diamond Mattress Company Private Limited

(b) The Details of related parties with whom transactions have taken place during the year:

i) Wholly Owned Subsidiary (Group A)

-Diamond Mattress Company Private Limited (DMCPL)_

ii) Associate & Joint Venture (Group B) NIL

iii) Key Management Personnel (Group C)

- Mr. Promod Gupta, Chairman & Managing Director (PG) - Mr. Vishal Gupta, Executive Director (VSG) - Mr. Vikas Gupta, Executive Director (VKG) - Mr. Anurag Gupta, Executive Director (AG)_

iv) Relatives of Key Management Personnel (Group D)

- Mrs. Sarika Gupta ( SG Wife of Mr. Vishal Gupta) - Mrs. Nitasha Gupta (NTG Wife of Mr. Vikas Gupta) - Mrs. Neelu Gupta ( NLG Wife of Mr. Anurag Gupta) - Mrs. Sudesh Gupta (SG1 - Wife of Mr. Promod Gupta) - Promod Gupta & Sons (HUF) - Legal heirs of late Smt. Amarwati Aggarawal (AA Mother of Mr. Promod Gupta)

Companies/ Parties in which Key Management Personnel or their relatives have substantial interest / significant influence (Group

v) E)

S.No. Name of the party S.No. Name of the party 1 M/s Promod Gupta -Proprietor 5 PG Electronics 2 Bigesto Technolgies Limited 6 Clearvision Industries 3 PG International 4 J. B. Electronics

8 Utilization of money raised through public issue

During the year ended 31st March, 2012, the company has raised Rs.1206,45 million through public issue, specifically to meet its share in the cost of setting-up a new manufacturing facility at Supa-district Ahamednagar, G.Noida, repayment of term loan, working capital & general corporate expenses. Given below are the details of utilization of proceeds raised through public issue.

The funds has been temporarily deployed as an interim measure to earn interest pending deployment towards the object of the issue. As per directions of SEBI, the company has issued notice to all the above parties for calling back ICD of Rs. 3100 lacs, out of which Rs. 150 lacs, Rs 334 lacs and Rs 81 lacs had been received during financial year 2011-12,2012-13 and 2013-14 respectively. Out of balance amount the company has received Rs 1176 lacs has been received till 27.05.2014. The balance amount of Rs 1359 lacs is yet to be received by the company.

The company was under process of investigation, as per SEBI ad-interim Order No. WTM/PS/IVD-ID5/42/2011/DEC dated 28-12-2011, in exercise of powers conferred upon SEBI under section 19 of the Securities and Exchange Board of India Act, 1992 read with section 11(1), 11(4), 11A and 11B of the said Act, SEBI has issued certain directions for the company/ directors/ other entities to comply with. However, as per SEBI Order No. WTM/PS/16/IVD/1D-5/OCT/2012 dated 31-10-2012, SEBI has revoked interim directions issued vide its order dated 28-12- 2011 on all the entities except company and its promoter directors. Now the company has received the final order dated 11.03.2014 and in exercise of powers conferred under section 11 (1), 11 (4), 11 (B) and 11 (A) of the SEBI Act, following directions has been issued by SEBI. (i) Company & its promoter directors are prohibited from raising any further capital from the securities market and also prohibited from buying and selling or dealing in securities market for a period of ten years from 28.12.2011 (ii) The company is directed to take urgent and effective measures to recover all moneys recoverable on account of investments in ICDs, contracts for purchase of land which have not fructified till now etc and to report the progress to SEBI on or before 10.05.2014. The company has filed the appeal with Securities Appeallate Tribunal and also submitted the progress report with SEBI . Based on progress report further directions are awaited.

The company has received show cause notice dated 11.09.2013 under rule 4 of SEBI (Procedure for holding Inquiry and Imposing penalties by Adjudicating officer) Rule 1995 read with Section 15-I of the SEBI Act, 1992 for imposing penalty under section 15HA & 15HB. The company has filed the reply on 16.12.2013. In view of the uncertainty of the ultimate outcome, the impact, if any, cannot be presently ascertained.

9 The Company is under process of compiling the additional information required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure relating to amounts unpaid as at the year end together with interest paid/payable under this Act & as required by Schedule VI of Companies Act, 1956 have not been given.

Mar 31, 2013

1 Background

PG Electroplast Limited is an Electronic Manufacturing Services (EMS) provider for original Equipment Manfacturers (OEMs) of consumer electronic products in India. The Company manufacture and / or assemble a comprehensive range of consumer electronic components and finished products such as colour television (CTV) sets & components, air conditioners (ACs) sub- assemblies, DVD players, water purifiers and compact Fluorescent Lamps (CFL), Washing Machine for third parties. As backward integration, the company also do plastic injection moulding and manufacture Printed Circuit Boards (PCB) assemblies for CTVs, DVD players and CFL.

2 The Company has a system of obtaining periodic confirmations for deb ion, loans & advances, current Investments and creditors. Necessary entries have been passed on reconciliation of account* wherever required.

3 The company hu capitalized the following expenses of revenue nature to the cost of fixed ass*Rs.tV capital work-fn-progress (CW1PJ. Consequently, expenses disclosed under thÂ« respective notes are net of amounts capitalized by the company.

4 Related party disclosures (as identified and certified by the management) Pursuant to compliance of Accounting Standard (AS) 18 "Related Party Disclosures", the relevent information is provided here below:

(a) Related Party where control exists

i) Mr. Promod Gupta, Chairman Et Managing Director (Key Management Person) ii) Wholly Owned Subsidiary

Diamond Mattress Company Private Limited

(b) The Details of related parties with whom transactions have taken place during the year: i) Wholly Owned Subsidiary (Group A)

Diamond Mattress Company Private Limited (DMCPL)

ii) Associate & Joint Venture (Group B) NIL

iii) Key Management Personnel (Group C)

Mr. Promod Gupta, Chairman & Managing Director (PG)

- Mr. Vishal Gupta, Executive Director (VSG) Mr. Vikas Gupta, Executive Director (VKG) Mr. Anurag Gupta, Executive Director (AG)

iv) Relatives of Key Management Personnel (Group D) Mrs. Neetu Gupta ( NLG Wife of Mr. Anurag Gupta)

- Mrs. Sarika Gupta ( 5G Wife of Mr. Vishal Gupta)

- Mrs. Nitasha Gupta (NTG Wife of Mr. Vikas Gupta) Mrs. Sudesh Gupta (SG1 - Wife of Mr. Promod Gupta)

Legal heirs of late Smt. Amarwati Aggarawal (AA Mother of Mr. Promod Gupta) Promod Gupta & Sons (HUF)

5 The Company has not received informal Ion (mm vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosure relating to amounts unpaid as at the year end together with Interest paid/payable under this Act & as required hy Schedule VI of Companies Act, 1956 have not been given.

6 Note No. 110 IS form Integral part of the balance sheet and statement of profit and loss.

Mar 31, 2012

1. Background PG Electroplast Limited is an Electronic Manufacturing Services (EMS) provider for original Equipment manufacturers (OEMS) of consumer electronic products in India. The Company manufacture and/or assemble a comprehensive range of consumer electronic components and finished products such as colour television (CTV) sets & components, air conditioners(ACs) sub-assemblies, DVD players, water purifiers and compact Florescent Lamps (CFL) for third parties. As backward integration, we also do plastic injection molding and manufacture Printed Circuit Boards (PCB) assemblies for CTVs, DVD players and CFL.

2.1 Terms/rights attached to equity shares

The company has only one class of equity shares having a per value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. 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. In the event of liquidation of the company, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

3 Long-term borrowings

3.1 a Term loans from State Bank of India are secured by way of first hypothecation and mortgage charge over entire fixed assets & moveable assets present and future including Equitable Mortgage of property situated at plot no-P-4/2, 4/3, 4/4, 4/5 site-B, Surajpur, Greater Noida of factory Land & Building of the Company & Personal guarantee of directors i.e Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vikas Gupta and Mr. Vishal Gupta and;

b. Collateral Security:- Second charge on entire current assets of Unit I & II of the company and;

c Mortgage of leasehold rights for 29 years (valid upto May 2036) of factory of land measuring 11370 sq.mtr of PG Electronics (Partnership firm) & of land measuring 3390 sq mtr. of Sh. Vishal Gupta at Raipur, Paragna Bhagwanpur, Roorkee and;

d. Corporate Guarantee of M/s Kushang Technologies Limited & Guarantee of PG Electronics (Partnership Firm).

e. Outstanding term loan of Rs. 10.197 million as on reporting date is repayable in 80 monthly installments form the date of lease which commence from April 2008 to March 2013 & Outstanding term loan of Rs. 27.984 million as on reporting date is repayable in 50 monthly installments which commence from Oct 2010 to Nov 2014 alongwith interest at the rate of "base rate" 4.25% p.a.

Term Loan from Standard Chartered Bank

3.2 a. Term loans from Standard Chartered Bank are secured by way of exclusive charge over Land, Building, Plant & Machinery, stocks, receivable at E-14 & E-15, Site-B, UPSIDC, Surajpur Industrial Area, Greater Noida, UP. & at A-20/2. MIDC Supa, District - Ahmandnagar Maharastra & Personal Guarantee of directors i.e. Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vikas Gupta and Mr. Vishal Gupta and;

b. Exclusive Charge on property no. D-37, Hosiery Complex, Phase - II, Noida, U.P. owned by Hansall Import (P) Ltd & Unit-II, Tower A, Lobe-2, 2nd floor, Unit-I Tower A Lobe - 1, 6th floor & Unit-II Tower A Lobe-1, 6th floor situated at plot no. A-41, Institutional Area, Sector 62, Noida, U.P Owned by T.V. Palace (Partnership Firm)).

c. Corporate Guarantee of M/s Kushang Technologies Limited & Guarantee of PG Electronics (Partnership Firm).

d. Outstanding term loan of Rs. 222.396 million as on reporting date is repayable in 49 equal monthly Installments commencing from the end of 12th month from disbursement alongwith interest @ 11.25% p.a. for Rs. 22.396 million, 11.85% p.a. for Rs 50.51 minion, 13% p.a. for Rs. 84.49 million, 12.90% p.a. for Rs. 35.00 million, 13.15% p.a. for Rs. 10.00 million and 12% p.a. for Rs. 20 million."

3.3 Buyer's Credit for capital goods from Standard Chartered Bank is repayable in 8 equal quarterly installments along with interest at the of LIBOR plus bank margin and is secured as mentioned in 5.2 above.

3.4 Buyer's Credit for capital goods from State Bank of India is repayable in single installment after six month from the date of buyer's credit along with interest at the rate of LIBOR plus bank margin.

Buyer's Credit for capital goods from State Bank of India is secured as follows:

a. Secured against first exclusive charge on the entire current assets of unit I at Greater Noida & unit II at Roorkee of the company including goods in transit, debtors but excluding specific Stock and receivables pertaining to Elcot order.

b. Extension of first charge on assets mortgaged under Term loan facility from State Bank of India as per clause no. 5.1(a), (c) & (d).

3.5 Unsecured loans from directors of Rs.69.30 million represent loans given by directors as per commitment given to Banks and interest free.

3.6 Deferred payment against land includes Rs. 0.64 million to UPSIDC Plot no. P-4/6 Site-B Surajpur and is payable in 10 equal half yearly installments of Rs. 0.101 million each, starting from July 2010 along with interest @ 16% p.a.

Deferred payment include Rs. 4.52 million payable to New Okhis industrial Development Authority against Plot no. A-147, Sector-138, Noida and is payable in 14 equal half yearly installments of Rs. 0.348 million each, starting from Sept-2011 along with interest @ 10% p.a.

4 Short-term borrowings

4.1 Cash Credit Limit from State Bank of India

a. Secured against first exclusive change on the entire current assets of unit-I at Greater Noida & unit-II at Roorkee of the company including goods in transit, debtors but excluding specific Stock and receivables pertaining to Elcot order.

b. Extension of first charge on assets mortgaged under Term loan facility from State Bank of India as per clause no 5.1(a), (c) & (d).

4.2 Overdraft from Standard Chartered Bank (SCB).

a. Secured against first charge on the fixed assets & current assets of Unit III at Greater Noida & Unit IV at Pune.

b. Extension of first charge on assets mortgaged under Term loan facility from Standard Chartered Bank as per Note no 5.2(a), (b) & (c).

4.3 Buyer's Credit are secured against same securities as mentioned at note no. 8.1 (a) & (b) above.

4.4 Bill discounting from HDFC Bank and Standard Chartered Bank are guaranteed by promoter directors i.e. Mr. Promod Gupta, Mr. Anurag Gupta, Mr. Vishal Gupta & Mr. Vikas Gupta.

Amount(Rs.) As at As at

5. Contingent Liabilities and 31st March, 31st March, Commitments 2012 2011

A. contingent liability (to the Extent not provided for) claims against the company not acknowledged as debts a)Sales Tax Demand (FY 2006-07) - -

b)Central Excise (FY 2006-07) 16,626.00 16,626.00 c) Income Tax (FY 2006-2007) - 56.671.00

d) Income Tax (FY 2006-07 3.655,425 1,000,000.00

Bank Guarantees given to Customers a) Bark Guarantees given In favour of LG. Electronics (P) Ltd. 1 ,000,000.00 1,000,000.00

b) Bank Guarantee for ELCOT 103,170,900.00 149,444,020.00

Bank Guarantee given to BSE 6,032,250,00 -

LC Utilized Limits- Acceptance not given 6,431,952.4 7,463,000.00

Total 120,307,153.46 161,537.208.00

B Commitments

Estimated amount of contracts remaining to be executed on Capital account and not provided 75,329,742,00 60,345,461.06 for (Net of advances)

i. For F.Y 2006-07, the Sales Tax Department raising a demand For Rs. 3,596 million toward CST paid @ 2% instead of 4%. On CTV-Plastics Parts. The company has been contesting this claim and was of the view that the demand raised by the Sales Tax department was not tenable. To support its view, the company hail filed an appeal at Additional Commissioner VAT (Appeal). The Company had deposited 50% of the above demand against the stay Order passed by the above mentioned Authority. The Additional Commissioner VAT (Appeal) had passed an order during the year in favour of the company, hence all deposit amount was refunded by Sales Tax Department.

ii. For the F.Y 2006-07, the Central Excise Department raised a show cause Notice demanding for Rs.0.017 million toward convent credit of SAD taken on the basis of Supplementary invoice issued by the M/s LG Electronics India Pvt.Ltd. The company has been contesting this claim and was of the view that the demand raised by the excise department was not tenable. To support it a view, the company had also obtained legal opinion. Hence, it had not created provision toward this liability in the year ended 31 March 2012.

iii. The company had received three show cause notice on 31/03/08, 01/05/2008 & 24/10/2008 raising a aggregate demand of Rs. 0.435 million from assistant commissioner. Central Excise, division-V, Nokia. The issue involved was availment and utilisation of CENVAT credit of service tax paid on outward freight. The company has paid the said demand by debiting the CENVAT account under protest.

iv. Income tax demand for F.Y. 2008-07 has been settled during the F.Y. 2011-12 by the Commissioner Appeals. New Delhi allowing partly the appeal. No demand is pending on reporting date.

v. Directorate of Revenue intelligence(DRI) had conducted a search on the factory premises of the Company and the residence of the Promoters on March 08, 2011.The Company has deposited and dumping duty on import of CPT of Rs. 14.6 million. However, no show cause notice is received by company from DRI.

6 Other Notes on Accounts

1 In the opinion of the Board, any of the assets, other than fixed assets and non-current investments have a value on realization in the ordinary course of business at least equal to the amount at which they are stated and provision for all known liabilities have been made.

2 The Company has a system of obtaining periodic confirmations from debtors and creditors. Necessary entries have been passed on reconciliation of accounts wherever required.

3 Related party disclosures (as identified and certified by the management)

Pursuant to compliance of Accounting Standard (AS) 18 "Related Party Disclosures", the relevant information is provided here below:

(a) Related Party where control exists

i) Mr. Promod Gupta, Chairman & Managing Director (Key Management Person)

ii) Wholly Owned Subsidiary

Diamond Mattress Company Private Limited

(b) The Details of related parties with whom transactions have taken place during the year:

I) Wholly Owned Subsidiary (Group A)

- Diamond Mattress Company Private Limited (DMCPL)

II) Associate & Joint Venture (Group B) NIL

III) Key Management Personnel (Group C)

- Mr. Promod Gupta, Chairman & Managing Director (PG)

- Mr. Vishal Gupta, Executive Director (VSG)

- Mr. Vikas Gupta, Executive Director (VKG)

- Mr. Anurag Gupta, Executive Director (AG)

IV) Relatives of Key Management Personnel (Group D)

- Mrs. Natasha Gupta (NTG Wife of Mr. Anurag Gupta)

- Mrs. Sarika Gupta (SG Wife of Mr. Vishal Gupta)

- Mrs. Neelu Gupta (NLG Wife of Mr. Vikas Gupta)

- Mrs. Sudesh Gupta (SG1 - Wife of Mr. Promod Gupta)

- Legal heirs of late Smt. Amarwati Aggarawal (AA Mother of Mr. Promod Gupta)

v) Companies/Parties in which Key Management Personnel or their relatives have substantial interest/significant influence (Group E)

S. No. Name of Parties

1 Bigesto Technologies Limited

2 Kushang Appearels Limited

3 PG International

4 J. B. Electronics

5 PG Electronics

6 Clearvision Industries

7 TV Palace

8 M/s Promod Gupta - Proprietor

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