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Notes to Accounts of Technofab Engineering Ltd.

Mar 31, 2018

1. Corporate and General Information

Technofab Engineering Limited (the Company) is domiciled and incorporated in India on 20^th July, 1971. The registered office of the company is situated at 507, Eros Apartments, 56, Nehru Place, New Delhi - 110 019, India.

The Company has been incorporated with the main object to carry on the business of Civil, Electrical, Mechanical contractors, Designers, Engineering consultants-technical, managerial, industrial consultants or otherwise as also manufacturers, trader, builders and contractors of every type.

2. Basis of preparation

The Company has adopted IND AS for the financial year beginning on April 1, 2017 with April 1, 2016 as the date of transition. These are the Company''s first annual financial statements prepared complying in all material respects with the Indian Accounting Standards notified under Section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rule 2015 (as amended). The financial statements comply with IND AS notified by Ministry of Company Affairs ("MCA"). The Company has consistently applied the accounting policies used in the preparation of its opening IND AS Balance Sheet at April 1, 2016 throughout all periods presented, as if these policies had always been in effect and are covered by IND AS 101 ''''First-time adoption of Indian Accounting Standards". The transition was carried out from accounting principles generally accepted in India (''''Indian GAAP'''') which is considered as the previous GAAP, as defined in IND AS 101. The reconciliation of effects of the transition from Indian GAAP on the equity as of April 1, 2016 and March 31, 2017 and on the net profit and cash flows for the year ended March 31, 2017 is disclosed in Note no. 49 to these financial statements.

The significant accounting policies used in preparing the financial statements are set out in Note No. 3 of the Notes to the Financial Statements.

The preparation of the financial statements requires management to make estimates and assumptions. Actual results could vary from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future years (refer Note No. 4 on critical accounting estimates, assumptions and judgements).

Nature of Reserves

Retained Earnings represent the undistributed profits of the Company

Other Comprehensive income Reserve represent the balance in equity for items to be accounted in other comprehensive income. OCI is classified into i). Items that will not be reclassified to profit and loss ii). Items that will be reclassified to profit and loss. General reserve represents the statutory reserve, this is in accordance with Indian corporate law wherein a portion of profit is apportioned to general reserve. Under companies act 1956 it was mandatory to transfer amount before a company can declare dividend. however under companies act 2013 transfer of any amount to General reserve is at the discretion of the company. Securities premium reserve represents the amount received in excess of per value of securities (equity share, preference shares and debentures). Premium on redemption of securities is accounted in security premium available. Where security premium is not available, premium on redemption of securities is accounted in statement of profit and loss. section 52 of Companies act 2013 specify restriction and utilisation of security premium.

* Secured by hypothecation of the vehicles and is repayable in equated installments upto July,2022 for different vehicles financed. The loan carries interest rate ranging 10% p.a to 13% p.a.

** ECB Loan of USD 495,000/- equivalent Rupees 3,20,60,189/- (Including current maturity of long term debt in note 27). is secured against hypothecation of plant and machinery purchased for International Projects. The loan is payable in financial year 2019-20 of USD 247500 equivalent Rupees 1,61,22,150/- and USD 2,47,500/- equivalent Rupees 1,59,38,039/- in financial year 2020-21.The loan carries interest @ six months Libor plus 3.5% p.a. The loan is net of transaction cost.

*** Unsecured loans from wholly owned subsidiary companies and is repayable after five years from 31st March,2018 bearing interest rate of 11.6%.

* Working capital loan is secured against tangible movable assets including stock, stores and book debts of the Company and against equitable mortgage of the Company''s immovable properties comprising land, building and other structures and fittings, fixed plant and machinery and other fixtures and fittings erected or installed at factory land and building and personal guarantee of two Directors & one Erstwhile Director.

3. Financial risk management

Financial risk factors

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 has loan and other receivables, trade and other receivables, and cash and short-term deposits that arise directly from its operations. The Company''s activities expose it to a variety of financial risks:

i. Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits and investments. 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. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. This is based on the financial assets and financial liabilities held as of March 31, 2018 and March 31, 2017.

ii) Credit risk

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

iii) Liquidity risk.

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

The Company''s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company''s financial performance.

Market Risk

The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations provisions and on the non-financial assets and liabilities. The sensitivity of the relevant Statement of Profit and Loss item is the effect of the assumed changes in the respective market risks. The Company''s activities expose it to a variety of financial risks, including the effects of changes in foreign currency exchange rates and interest rates. The foreign exchange risk is covered under a natural hedge. The company is not exposed to interest rate risk as most borrowings is at fixed rate.

a) Foreign exchange risk and sensitivity

The Company transacts business in Indian Rupee and in foreign currency. The Company has foreign currency trade payables and receivables and is therefore, exposed to foreign exchange risk.

The following table demonstrates the sensitivity in the USD, EURO, TZS and others to the Indian Rupee with all other variables held constant. The impact on the Company''s profit before tax and other comprehensive income due to changes in the fair value of monetary assets and liabilities including foreign currency derivatives hedging contracts is given below:

The assumed movement in exchange rate sensitivity analysis is based on the currently observable market environment.

(b) Interest rate risk and sensitivity

The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long term debt obligations with floating interest rates, any changes in the interest rates environment may impact future cost of borrowing.

With all other variables held constant, the following table demonstrates the impact of borrowing cost on floating rate portion of loans and borrowings.

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

(c) Commodity price risk and sensitivity

The Company is exposed to the movement in price of key raw materials in domestic and international markets. The Company has in place policies to manage exposure to fluctuations in the prices of the key raw materials used in operations. The Company enter into contracts for procurement of material, most of the transactions are short term fixed price contract and a very few transactions are long term fixed price contracts.

Credit risk

The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, mutual funds and financial institutions and other financial instruments.

Trade Receivables

The Company extends credit to customers in normal course of business. Outstanding customer receivables are regularly monitored. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are mainly Government. The Company has also taken advances and security deposits from its customers to mitigate the credit risk to an extent.

Financial instruments and cash deposits

The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions with which the Company has also availed borrowings. The Company does not maintain significant cash and deposit balances other than those required for its day to day operations.

Liquidity risk

The Company''s objective is to maintain at all times optimum levels of liquidity to meet its cash and collateral requirements. In case of temporary short fall in liquidity to repay the bank borrowing/operational short fall , the company uses mix of capital infusion and borrowing from its subsidiary companies. However, the company envisage that such short fall is temporary and the company would generate sufficient cash flows as per approved projections.

Competition and price risk

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

Capital risk management

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The primary objective of the Company''s capital management is to maximize the shareholder value. The Company''s primary objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and safeguard the Company''s ability to continue as a going concern in order to support its business and provide maximum returns for shareholders. The Company also proposes to maintain an optimal capital structure to reduce the cost of capital.

For the purpose of the Company''s capital management, capital includes issued capital, share premium and all other equity reserves. Net debt includes, interest bearing loans and borrowings, trade and other payables less cash and short term deposits.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital. Net debt is calculated as loans and borrowings less cash and cash equivalents.

The Gearing ratio for FY 2017-18 and FY 2016-17 is as under:

4. Fair value of financial assets and liabilities

Set out below is a comparison by class of the carrying amounts and fair value of the Company''s financial instruments that are recognised in the financial statements.

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 settle 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) Long-term fixed-rate and variable-rate receivables / 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 is not material different from carrying values. For fixed interest rate borrowing fair value is determined by using the discounted cash flow (DCF) method using discount rate that reflects the issuer''s borrowings rate. Risk of non-performance for the company is considered to be insignificant in valuation.

3) The fair value of fixed interest bearing loans, borrowings and deposits is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.

4) IND AS 101 allow Company to fair value property, plant and machinery on transition to IND AS, the Company has fair valued property, plant and equipment, and the fair valuation is based on replacement cost approach.

Fair Value hierarchy

The following table provides the fair value measurement hierarchy of Company''s asset and liabilities, grouped into Level 1 to Level 3 as described below:

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

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

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

Fair value hierarchy

The following table provides the fair value measurement hierarchy of Company''s asset and liabilities, grouped into Level 1 to Level 3 as described below:

During the year ended March 31, 2018 and March 31, 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. There is no transaction/balance under level 3.

5 Segment information

Information about primary segment

The Company is engaged primarily into one primary business segment of engineering procurement contracts for electricity, water infrastructure, oil handling systems etc.

Effective Tax Reconciliation:

A reconciliation of the theoretical income tax expense/(benefit) applicable to the profit/(loss) before income tax at the statutory tax rate in India to the income tax expense/(benefit) at the Company''s effective tax rate is as follows:

6. Deferred income tax

The Company has accounted for deferred tax on the various adjustments between Indian GAAP and IND AS at the tax rate at which they are expected to be reversed. The Company has fair valued investment in subsidiaries on transition, considering that there would be no long term capital gain in foreseeable future period, no deferred tax assets has been created on the fair valuation impact.

The assumption of future salary increase takes into account the inflation, seniority, promotion and other relevant factors such as supply and demand in employment market. Same assumptions were considered for comparative period i.e. 2016-17 as considered in previous GAAP on transition to IND AS.

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (projected unit credit method) has been applied as when calculating the defined benefit obligation recognised within the Balance Sheet.

OCI presentation of defined benefit plan

Gratuity is in the nature of defined benefit plan, Re-measurement gains/(losses) on defined benefit plans is shown under OCI as Items that will not be reclassified to profit or loss and also the income tax effect on the same.

Leave encashment cost is in the nature of short term employee benefits.

Presentation in Statement of Profit & Loss and Balance Sheet

Expense for service cost, net interest on net defined benefit liability (asset) is charged to Statement of Profit & Loss.

IND AS 19 do not require segregation of provision in current and non-current, however net defined liability and Assets is shown as current and noncurrent provision in balance sheet as per IND AS 1. Actuarial liability for short term benefits (leave encashment cost) is shown as current and noncurrent provision in balance sheet.

When there is surplus in defined benefit plan, company is required to measure the net defined benefit asset at the lower of the surplus in the defined benefit plan and the assets ceiling, determined using the discount rate specified, i.e. market yield at the end of the reporting period on government bonds, this is applicable for domestic companies, foreign company can use corporate bonds rate.

The Company assesses these assumptions with its projected long-term plans of growth and prevalent industry standards. The mortality rates used are as published by one of the leading life insurance companies in India.

b. Details of investment made, covered U/S 186(4) of the Companies Act 2013 are given in the respective schedules to the Financial Statements (refer note 7).

c) Commitments

Performance guarantee issued by banks on behalf of the company. However, none of these BG has been revoked till date.

7 Disclosures Required As Per Indian Accounting Standard (IND AS) 101- First Time Adoption Of Indian Accounting Standard

Transition to IND AS

Basis of preparation

For all period up to and including the year ended March 31, 2017, the Company has prepared its financial statements in accordance with generally accepted accounting principles in India (Indian GAAP). These financial statements for the year ended March 31, 2018, are the Company''s first annual IND AS financial statements and have been prepared in accordance with IND AS.

Accordingly, the Company has prepared financial statements which comply with IND AS applicable for periods beginning on or after April 1, 2017, as described in the accounting policies. In preparing these financial statements, the Company''s opening Balance Sheet was prepared as of April 1, 2016, the Company''s date of transition to IND AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP Balance Sheet as of April 1, 2017 and its previously published Indian GAAP financial statements for the year ended March 31, 2017.

Exemptions Applied

IND AS 101 First-time adoption of Indian Accounting Standards allows first time adopters certain exemptions from the retrospective application of certain IND AS, effective for April 1, 2016 opening balance sheet.

1. Exemptions availed

The Company has elected to measure one class of item, i.e. land under Property, Plant and Equipment (PPE) at the date of transition to IND AS at their fair value. For all Other items under Property, Plant and Equipment (PPE) carrying value under IGAAP are treated as deemed cost. The impact on fair valuation of land on transition from previous GAAP is Rs. 233,419,469/- and the deemed cost considered on transition of land. The Company has not revalued fair value of any items of PPE subsequent to the year ended 31st March, 2016.

2. Investments in subsidiaries

The Company has adopted optional exemption under IND AS 101 to measure investment in subsidiaries at fair value on the date of transition, i.e. 1st April 2016. Other investments are accounted for at fair value.

Other accounting differences under IND AS from IGAAP.

3. The Company has decided to disclose prospectively from the date of transition the following as required by IND AS 19

i. The present value of the defined benefit obligation, the fair value of the plan assets and the surplus or deficit in the plan, and

ii. The experience adjustments arising on;

a) The plan liabilities expressed as either an amount or a percentage of the plan liabilities at the end of the reporting period; and

b) The plan assets expressed as either an amount or a percentage of the plan liabilities at the end of the reporting period.

Under previous GAAP the Company was considering leave encashment as defined benefit plan as there was no difference in previous GAAP for accounting of experience adjustments and impact of change in actuarial assumption. On transition to IND AS, the Company has considered leave encashment as short term benefit and consequently experience adjustments and impact of change in actuarial assumption is accounted in profit and loss account.

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 are 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.

5. Security Deposit

Under Previous IGAAP, the security deposits for lease rental are accounted at an undiscounted value. Under Ind AS, the security deposits for leases have been recognised at discounted value and the difference between undiscounted and discounted value has been recognised as ''Prepaid Expenses'' which has been amortised over respective lease term as rent expense. The discounted value of the security deposits is increased over the period of lease term by recognising the notional interest income under ''other income''.

6. Re measurement of defined benefit plan i.e. gratuity is accounted for in other comprehensive income.

7. Quoted and Unquoted investment

Long Term Investment

Under previous GAAP, long term investments were carried at cost unless there is permanent diminution in value of investment. Under IND AS, long term quoted investment is carried at market price available at the end of the year and unquoted investments are carried at fair value based on net asset value of the company based on the latest audited balance sheet

Current Investment

Current investments under IGAAP were carried at cost or market value whichever is less. Under IND AS, same is carried at fair value, i.e. market price.

Impact of transition to IND AS

The following is a summary of the effects of the differences between IND AS and Indian GAAP on the Company''s total equity shareholders'' funds and profit and loss for the financial period for the periods previously reported under Indian GAAP following the date of transition to IND AS

8. Borrowings designated and carried at amortised cost are accounted on EIR method. The upfront fee on cost of borrowing incurred is deferred and accounted on EIR. Borrowing are shown as net of unamortized amount of upfront fee incurred on transaction. The Company has deferred Rs. 487,475/- of upfront fees.

Principal differences between IND AS and Indian GAAP

Measurement and recognition difference for year ended March 31, 2017

1. Asset carried at Deemed cost in IND AS

The Company has elected to measure one class of item, i.e. land under Property, Plant and Equipment (PPE) at the date of transition to IND AS at their fair value. For all Other items under Property, Plant and Equipment (PPE) carrying value under IGAAP are treated as deemed cost. The Company has not re-valued fair value of any items of PPE subsequent to the year ended 31st March, 2016.

2. The impact of change in actuarial assumption and experience adjustments for defined benefit obligation towards gratuity liability is accounted in the Statement of Other Comprehensive Income and corresponding tax impact on the same.

3. Security Deposit

4. Fair value of financial assets and liabilities

5. Statement of Cash Flows

The impact of transition from Indian GAAP to IND AS on the Statement of Cash Flows is due to various reclassification adjustments recorded under IND AS in Balance Sheet, Statement of Profit & Loss and difference in the definition of cash and cash equivalents and these two GAAP''s.

6. The impact of change in actuarial assumption and experience adjustments for defined benefit obligation towards gratuity liability is accounted in the Statement of Other Comprehensive Income and corresponding tax impact on the same.

7. Quoted and Unquoted investment

Investments in subsidiaries

Long Term Investment

Current Investment

Current investments under IGAAP were carried at cost or market value whichever is less. Under IND AS, same is carried at fair value, i.e. market price.

Subsequent reconciliations post transition on 31st March 2017

Notes on adjustment of Profit & Loss Account:

1. There is an effect of interest income and rental expenses on security deposit given.

2. Fair value of loan liabilities.

3. Fair value of investment.

8. The board of directors of the Company has recommended dividend @ Rs.2/- per share to be paid to the shareholders after getting approval from shareholder in the ensuing Annual General Meeting. The dividend alongwith dividend distribution tax would be accounted for under IND AS in the year in which it would be paid.

9. Previous year figures have been regrouped/ rearranged, wherever considered necessary to conform to current year''s classification.

10. Notes 1 to 51 are annexed and form integral part of Financial Statements.

Mar 31, 2016

Note : * Secured by hypothecation of the asset purchased under various financing scheme and repayment terms of term loans '' 20,203,799 payable within one years, Rs, 38,605,502 payable one to three and Rs,16,875,037 payable after three years @10 to 13% pa rate of interest.

** ECB Loan of USD 990,000/- is secured against hypothecation of plant and machinery purchased for International Projects @ 3.823% pa rate of interest.

Note : ** Loan from Banks (working capital facilities) are secured against tangible movable assets including stock, stores and book debts of the Company and against equitable mortgage of the Companyâs immovable properties comprising land, building and other structures and fittings, fixed plant and machinery and other fixtures and fittings erected or installed at factory land and building and personal guarantees of three Directors.

1 Contingent Liability

a. Claims against the Company not acknowledged as debt (net) amount to Rs, 8,194,303 (Previous year Rs, 15,538,070).

b. The Bank guarantees/letters of credit/Bill discounted given by the Banks for and on behalf of the Company outstanding at the end of the year amounted to Rs, 6,031,540,763 (Previous year Rs, 6,048,486,719).

c. In respect of demand against Sales Tax amounting to Rs, 9,282,836 (Previous year Rs, 9,282,836) raised by the authorities, appeals are pending before the authorities.

d. Capital commitment (Net of advances) Rs, 22,992,185 (Previous year Rs, 31,167,051).

2. Fixed Deposits/cash margin with banks amount to Rs, 300,148,705 (Previous year Rs, 289,953,641) are under lien with banks as per banking arrangements.

3 Auditor''s Remuneration consist of Audit Fees of Rs, 54,388 including Tax Audit fees of Rs,15,000 service tax (Previous Year Rs, 53,371 including Tax Audit fees of Rs,15,000 service tax) and Rs, 66,604 (Previous Year Rs, 45,502) for other services.

4 There is no separate reportable segment as per accounting standard AS-17.

5 Related Party Transactions :

(1) Names of Related Parties

(A) Key Management Person / Control Whole-time director

(a) Avinash C. Gupta (Managing Director)

(b) Arjun Gupta ( Whole-time Director)

Non whole-time-directors

(a) Arun Mittar (Independent Director Non Executive)

(b) Pawan Chopra (Independent Director Non Executive)

(B) Executive Officers

(a) Sandeep Kumar Vij (Chief Financial Officer)

(b) Ashish Kapil (Company Secretary) Till 31/10/2015

(C) Enterprises under Common Control / enterprises where persons described in "A" above is able to exercise significant influence.

(a) Techfab International Pvt. Ltd.

(b) Techfab Systems Pvt. Ltd.

(d) JoyLuck Venture India Pvt. Ltd.

(e) Chasha Lands Pvt. Ltd.

(f) Wrap Art & Design Private Limited

(D) Relatives of Key managerial Person

(a) Meera Gupta

(b) Gunjan Gupta

(E) Wholly owned Subsidiary Company

(a) Rivu Infrastructural Developers Pvt. Ltd.

(b) Woodlands Instruments Pvt. Ltd.

6 Trade Payables:-

(a) To the extent information is available with the Company, Sundry Creditors include Nil, (Previous year Nil) due to Small Scale Industrial Undertakings.

(b) The Company has not received any information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. To the extent of information available with the Company, the Company does not owe any sum including interest required to be disclosed under the said Act.

7 Previous year figures have been regrouped / rearranged wherever considered necessary.

Certified in terms of our report attached.

Mar 31, 2015

1. Contingent Liability

a. Claims against the Company not acknowledged as debt (net) amount to Rs 15,538,070 (Previous year Rs 15,538,070).

b. The Bank guarantees/letters of credit/Bill discounted given by the Banks for and on behalf of the Company outstanding at the end of the year amounted to Rs 6,048,486,719 (Previous year Rs 5,760,258,344).

c. In respect of demand against Sales Tax amounting to Rs 9,282,836 (Previous year Rs 9,282,836) raised by the authorities, appeals are pending before the authorities.

d. Capital commitment (Net of advances) Rs 31,167,051 (Previous year Rs 29,113,788).

2. Fixed Deposits/cash margin with banks amount to Rs 289,953,641 (Previous year Rs 288,012,917) are under lien with banks as per banking arrangements.

3. Auditor's Remuneration consist of Audit Fees of Rs 53,371 (Previous Year Rs 50,562) and Rs 45,502 (Previous Year Rs 43,820) for other services.

4. There is no separate reportable segment as per accounting standard AS-17.

5. Related Party Transactions: (1) Names of Related Parties

(A) Key Management Person / Control Whole time director

(a) Avinash C. Gupta (Whole Time Director)

(b) Arjun Gupta (Whole Time Director)

(c) Nakul Gupta (Whole Time Director)

Non whole-time-directors

(a) Arun Mittar (Independent Director Non Executive)

(b) Pawan Chopra (Independent Director Non Executive)

(c) V. S. Mathur (Independent Director Non Executive)

(d) Anju Banerjee (Independent Director Non Executive)

(B) Executive Oncers

(a) Sandeep Kumar Vij (Chief Financial Oncer)

(b) Ashish Kapil (Company Secretary)

(C) Enterprises under Common Control / enterprises where persons described in "A" above is able to exercise significant influence.

(a) Techfab International Pvt. Ltd.

(b) Techfab Systems Pvt. Ltd.

(c) Bakool Venture Pvt. Ltd.

(d) JoyLuck Venture India Pvt. Ltd.

(e) Chasha Lands Pvt. Ltd.

(f) Torno Infrastructure Pvt. Ltd.

(g) Wrap Art & Design Private Limited

(D) Relatives of Key managerial Person

(a) Meera Gupta

(b) Gunjan Gupta

(c) Sucheta Sarvadaman Nakul

(E) Wholly owned Subsidiary Company

(a) Rivu Infrastructural Developers Pvt. Ltd.

(b) Woodlands Instruments Pvt. Ltd.

(c) Arihant Flour Mills Pvt. Ltd.

6. The nature of business of the Company is such that it is not practicable to give quantitative information.

7. Turnover is net of Procurement and other related charges.

8. Trade Payables :- (a) To the extent information is available with the Company, Sundry Creditors include Nil, (Previous year Nil) due to Small Scale Industrial Undertakings.

(b) The Company has not received any information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. To the extent of information available with the Company, the Company does not owe any sum including interest required to be disclosed under the said Act.

10 Previous year figures have been regrouped / rearranged wherever considered necessary.

Mar 31, 2014

1 Notes

Note: (a) The Current Accounts balance with Scheduled Banks includes amount of Rs. 60,141 (Previous Year Rs. 36,796 earmarked for payment of unpaid dividend.

(b) Fixed Deposited/cash margin with banks amount to Rs. 28,80,12,917 (Previous year Rs. 23,47,20,937) are under lien with banks as per banking arrangements.

2 Contingent Liability

a. Claims against the Company not acknowledged as debt (net) amount to Rs. 1,55,38,070 (Previous year Rs. 14,91,755).

b. The Bank guarantees/letters of credit/Bill discounted given by the Banks for and on behalf of the Company outstanding at the end of the year amounted to Rs. 5,76,02,58,344 (Previous year Rs. 4,69,44,18,747).

c. In respect of demand against Sales Tax amounting to Rs. 92,82,836 (Previous year Rs. 13,73,82,040) raised by the authorities, appeals are pending before the authorities.

d. Capital commitment (Net of advances) Rs. 2,91,13,788 (Previous year Rs. 2,31,13,788).

3 Fixed Deposits/cash margin with banks amount to Rs. 28,80,12,917 (Previous year Rs. 23,47,20,937) are under lien with banks as per banking arrangements.

4 Auditor''s Remuneration consist of Audit Fees of Rs. 50,562 (Previous Year Rs. 50,562) and Rs. 43,820 (Previous Year Rs. 40,820) for other services.

5 There is no separate reportable segment as per accounting standard AS-17.

6 Related Party Transactions :

(1) Names of Related Parties

(A) Key Management Person / Control

(a) Avinash C. Gupta

(b) Arjun Gupta

(c) Nakul Gupta

(B) Enterprises under Common Control / enterprises where persons described in "A"above is able to exercise significant influence.

(a) Techfab International Pvt. Ltd. (b) Techfab Systems Pvt. Ltd. (c) Bakool Venture Pvt. Ltd. (d) JoyLuck Venture India Pvt. Ltd. (e) Chasha Lands Pvt. Ltd. (f) Torno Infrastructure Pvt. Ltd. (g) Wrap Art & Design Private Limited Relatives of Key managerial Person (a) Meera Gupta (b) Gunjan Gupta (c) Sucheta Sarvadaman Nakul

(D) Wholly owned Subsidiary Company

(a) Rivu Infrastructural Developers Pvt. Ltd.

(b) Woodlands Instruments Pvt. Ltd.

(c) Arihant Flour Mills Pvt Ltd.

7 The nature of business of the Company is such that it is not practicable to give quantitative information.

8 Turnover is net of Procurement and other related charges.

9 Trade Payables :-

(a) To the extent information is available with the Company, Sundry Creditors include Nil, (Previous year Nil) due to Small Scale Industrial Undertakings.

(b) The Company has not received any information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. To the extent of information available with the Company, the Company does not owe any sum including interest required to be disclosed under the said Act.

Mar 31, 2013

1.1 Contingent Liability

a. Claims against the Company not acknowledged as debt (net) amount to Rs. 14,91,755 (Previous year Rs. 14,91,755).

b. T he Bank guarantees/letters of credit/Bill discounted given by the Banks for and on behalf of the Company outstanding at the end of the year amounted to Rs. 4,69,44,18,747 (Previous year Rs. 2,79,63,27,834).

c. In respect of demand against Sales Tax amounting to Rs. 13,73,82,040 (Previous year Rs. 13,55,000) raised by the authorities, appeals are pending before the authorities.

d. Capital commitment (Net of advances) Rs. 2,31,13,788 (Previous year Rs. 2,04,10,000).

1.2 Fixed Deposits/cash margin with banks amount to Rs. 23,47,20,937 (Previous year Rs. 35,95,46,039) are under lien with banks as per banking arrangements.

1.3 Auditor''s Remuneration consist of Audit Fees of Rs. 50,562 (Previous Year Rs. 49,635) and Rs. 40,820 (Previous Year Rs. 18,200) for other services.

1.4 There is no separate reportable segment as per accounting standard AS-17.

1.5 Related Party Transactions :

(1) Names of Related Parties

(A) Key Management Person / Control

(a) Avinash C. Gupta

(b) Arjun Gupta

(c) Nakul Gupta

(B) Enterprises under Common Control / enterprises where persons described in "A" above is able to exercise significant influence.

(a) Techfab International Pvt. Ltd.

(b) Techfab Systems Pvt. Ltd.

(c) Bakool Venture Pvt. Ltd.

(d) JoyLuck Venture India Pvt. Ltd.

(e) Chasha Lands Pvt. Ltd.

(f) Torno Infrastructure Pvt. Ltd.

(C) Relatives of Key managerial Person

(a) Meera Gupta

(b) Gunjan Gupta

(c) Sucheta Sarvadaman Nakul

(D) Wholly owned Subsidiary Company

(a) Rivu Infrastructural Developers Pvt. Ltd.

(b) Woodlands Instruments Pvt. Ltd.

(c) Arihant Flour Mills Pvt Ltd.

1.6 The nature of business of the Company is such that it is not practicable to give quantitative information.

1.7 Turnover is net of Procurement and other related charges.

1.8 Trade Payables :- (a) To the extent information is available with the Company, Sundry Creditors include Nil, (Previous year Nil) due to Small Scale Industrial Undertakings.

(b) The Company has not received any information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. To the extent of information available with the Company, the Company does not owe any sum including interest required to be disclosed under the said Act.

1.9 Previous year figures have been regrouped / rearranged wherever considered necessary.

Mar 31, 2012

Note :

(i) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period.

(ii) List of share holders holding more than 5% of the total shares of the Company.

Note : * Secured by hypothecation of the asset purchased under various financing schemes and repayment terms of term loans Rs. 36,89,648 payable within 1-2 years.

** Loan from Banks (working capital facilities) are secured against tangible movable assets including stock, stores and book debts of the Company and against equitable mortgage of the Company's immovable properties comprising land, building and other structures and fittings, fixed plant and machinery and other fixtures and fittings erected or installed at factory land and building and personal guarantees of three Directors.

1. Cost of Quoted Investment Rs. 1,81,52,144 (Previous Year Rs. 84,87,506). Market Value Rs. 1,60,61,443 (Previous Year Rs. 93,54,639).

2. Cost of Unquoted Investment other than Mutual fund units Rs. 8,31,92,760 (Previous Year Rs. 2,16,57,460)

3. Cost of Unquoted Investment in Mutual Fund Rs. 37,74,15,914 (Previous Year Rs. 34,80,90,858). Net Asset Value Rs. 46,43,93,534 (Previous Year Rs. 35,03,69,205)

Note : (a) The Current Account Balances with Scheduled Banks includes amount of Rs.19,779 earmarked for payment of unpaid dividend. (b) Fixed deposits

Note : * In accordance with Accounting Standard 11(Revised) the net exchange profit added in other income is Rs. 1,23,65,688 (Previous Year Loss of Rs. 80,89,555)

1.1 Contingent Liability

a. Claims against the Company not acknowledged as debt (net) amount to Rs. 14,91,755 (Previous year Rs. 14,91,755).

b. The Bank guarantees/letters of credit/Bill discounted given by the Banks for and on behalf of the Company outstanding at the end of the year amounted to Rs. 2,79,63,27,834 (Previous year Rs. 2,67,55,00,338).

c. In respect of demand against Sales Tax amounting to Rs. 13,55,000 (Previous year Rs. 13,55,000) raised by the authorities, appeals are pending before the authorities.

d. In respect of demand against Income Tax amounting to Rs. 26,02,637 (Previous year Rs. NIL) raised by the authorities for Assessment Year 2004-05, appeals are pending before the authorities.

e. In respect of demand against Income Tax amounting to Rs. 3,58,789 (Previous year Rs. NIL) raised by the authorities for Assessment Year 2005-06, appeals are pending before the authorities.

f. Capital commitment (Net of advances) Rs. 2,04,10,000 (Previous year Rs. 1,35,00,000).

(B) Enterprises under Common Control / enterprises where persons described in "A" above is able to exercise significant influence.

(a) Techfab International Pvt. Ltd.

(b) Techfab Systems Pvt. Ltd.

(c) Bakool Venture Pvt. Ltd.

(C) Relatives of Key managerial Person

(a) Meera Gupta

(b) Gunjan Gupta

(c) Sucheta Sarvadaman Nakul

(D) Wholly owned Subsidiary Company

(a) Rivu Infrastructural Developers Pvt. Ltd.

(b) Woodlands Instruments Pvt. Ltd.

(c) Arihant Flour Mills Pvt Ltd.

Figures within brackets are in respect of previous year.

1.2 Trade Payables:

(a) To the extent information is available with the Company, Sundry Creditors include Nil, (Previous year Nil) due to Small Scale Industrial Undertaking.

(b) The Company has not received any information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. To the extent of information available with the Company, the Company does not owe any sum including interest required to be disclosed under the said Act.

1.3 Previous year figures have been regrouped / rearranged wherever considered necessary.

Mar 31, 2011

1. Contingent Liability

a. Claims against the Company not acknowledged as debt (net) amount to Rs. 14,91,755 (Previous year Rs. 14,91,755).

b. The Bank guarantees/letters of credit/Bill discounted given by the Banks for and on behalf of the Company outstanding at the end of the year amounted to Rs.2,67,55,00,338 (Previous year Rs. 1,22,64,49,874).

c. In respect of demand against Sales Tax amounting to Rs. 13,55,000 (Previous year Rs. 13,55,000) raised by the authorities, appeals are pending before the authorities.

d. Capital commitment (Net of advances) Rs. 1,26,50,000 (Previous year NIL)

2. Fixed Deposits/cash margin with banks amount to Rs.24,30,09,161 (Previous year Rs. 10,45,17,113) are under lien with banks as per banking arrangements.

3. Loan from Banks (working capital facilities) are secured against tangible movable assets including stock, stores and book debts of the Company and against equitable mortgage of the Company's immovable properties comprising land, building and other structures and fittings, fixed plant and machinery and other fixtures and fittings erected or installed at factory land and building and personal guarantees of three Directors. Vehicles/ Equipments loans are secured by hypothecation of respective Vehicle/ equipments financed.

4. Auditor's Remuneration consist of Audit Fees of Rs. 40,000 (Previous Year Rs. 25,000) and Rs.57,908 (Previous Year Rs. 79,550) for other services.

5. In the opinion of the management current assets, loans and advances are approximately of the value stated, if realized, in the ordinary course of business. The balances of Sundry Debtors, Sundry Creditors and Loans & Advances are subject to confirmation/reconciliation.

6. There is no separate reportable segment as per accounting standard AS-17.

7. Related Party Transactions

(1) Name of Related Parties

(A) Key Management Person / Control

(a) Avinash C.Gupta

(b) Arjun Gupta

(c) Nakul Gupta

(B) Enterprises under Common Control / enterprises where persons described in "A" above is able to exercise significant influence.

- Techfab International Pvt. Ltd.

- Techfab Systems Pvt. Ltd.

- Bakool Venture Pvt. Ltd.

(C) Relatives of Key managerial Person

(a) Meera Gupta

(b) Gunjan Gupta

(c) Sucheta Sarvadaman Nakul

(D) Wholly owned Subsidiary Company

(a) Rivu Infrastructural Developers Pvt. Ltd.

(b) Woodlands Infrastructure Pvt. Ltd.

8. The nature of business of the company is such that it is not practicable to give quantitative information.

9. Turnover is net of Procurement and other related charges.

10. (a) To the extent information available with the company, Sundry Creditors include Nil, (Previous year Nil) due to Small Scale Industrial Undertaking.

(b) The company has not received any information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. To the extent of information available with the company, the company does not owe any sum including interest required to be disclosed under the said Act.

11. Previous year figures have been regrouped / rearranged wherever considered necessary.

12 As on 31st March 2011 no amount was due from directors / related firm & companies in which they are interested. However an advance of Rs. 45,69,558 ( Previous Year Rs. 5,12,155) was due from wholly period subsidiary company Rivu Infrastructural Developers Pvt. Ltd. (Previous Year-NIL).

13. Additional information as required under Part-IV of Schedule VI to the Companies Act 1956 has been annexed herewith.

Mar 31, 2009

1. Contingent Liability

a) Claims against the Company not acknowledged as debt (net) amount to Rs. 1,491,755 (Previous year Rs. 1,591,755).

b) The Bank guarantees/letters of credit/Bill discounted given by the Banks for and on behalf of the Company outstanding at the end of the year amounted to Rs. 638,465,058 (Previous year Rs.371,047,700).

c) In respect of demand against Sales Tax amounting to Rs. 1.413 Million (Previous year Rs. 3.077 Million) raised by the authorities, appeals are pending before the authorities.

2. Fixed Deposits/cash margin with banks amount to Rs. 67,461,921 (Previous year Rs. 27,712,110) are under lien with banks as per banking arrangements.

3. Loan from Banks (working capital facilities) are secured against tangible movable assets including stock, stores and book debts of the Company and against equitable mortgage of the Companys immovable properties comprising land, building and other structures and fittings, fixed plant and machinery and other fixtures and fittings erected or installed at factory land and building and personal guarantees of three Directors. Vehicles/ Equipments loans are secured by hypothecation of respective Vehicle/equipments financed.

4. Legal & Professional Charges includes Audit Fees of Rs. 25,000 (Previous Year Rs. 15,000)

5. In the opinion of the management current assets, loans and advances are approximately of the value stated, if realized, in the ordinary course of business. The balances of Sundry Debtors, Sundry Creditors and Loans & Advances are subject to confirmation/reconciliation.

6. Deferred tax asset comprised of the following: -

7. There is no separate reportable segment as per accounting standard AS-17.

8. Related Party Transactions

(1) Name of Related Parties

(A) Key Management Person/Control

(a) Avinash C.Gupta

(b) Arjun Gupta

(c) Nakul Gupta

(B) Enterprises under Common Control / enterprises where persons described in "A" above is able to exercise significant influence.

Techfab International Pvt. Ltd. Techfa b Syste m s Pvt. Ltd.

(C) Relatives of Key managerial Person

(a) Meera Gupta

(b) Gunjan Gupta

(c) Sucheta Sarvadaman Nakul

9. The nature of business of the company is such that it is not practicable to give quantitative information.

10. Turnover is net of Procurement and other related charges.

11. Disclosure pursuant to Accounting Standard -15

a) During the previous year, the company has adjusted Rs. 69,539 (net of Deferred Tax of Rs. 5,395) towards the transitional effect of defined benefit obligation in respect of employee benefits to the opening balance of General Reserve.

12. a) To the extent information available with the company, Sundry Creditors include Nil, ((Previous year Nil) due to Small Scale Industrial Undertaking.

b) The company has not received any information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. To the extent of information available with the company, the company does not owe any sum including interest required to be disclosed under the said Act.

13. Previous year figures have been rearranged.

14. Additional information as required under Part-IV of Schedule VI to the Companies Act 1956 has been annexed herewith.

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