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Notes to Accounts of Waterbase Ltd.

Mar 31, 2023

Note : Details and fair valuation of Biological Assets

Biological assets of the Company are in the nature of Consumable Biological Assets. It is bifurcated into Brood Stock, i.e. the Parents and harvested species which undergo biological transformation under different stages as Nauplii, Zoea, Mysis and Post Larvae. The Company sells the biological assets at Nauplii and Post Larvae Stages. The Brood Stock has a maximum useful life of 5 months for laying eggs. and thereafter these are scrapped.

Biological Assets is measured at fair value less costs to sell, with any change recognised in the Statement of Profit and Loss. Costs to sell are the incremental costs directly attributable to the disposal of biological asset, excluding finance costs and income taxes. Costs to sell include all costs that would be necessary to sell the assets, including direct selling costs. The transmission phase from Nauplii to Zoea and Mysis are not considered as significant transformation of biological asset and hence Zoea and Mysis are not valued as per Ind AS - 41, "Agriculture"

The fair value of biological assets is based on its market condition as on the reporting date. The quoted price in the market is the appropriate basis for determining the fair value of these biological assets.

In the event that market determined prices or values are not available for biological assets in its present condition we use the present value of the expected net cashflows from the asset discounted at a current market determined rate in determining fair value.

Fair Value Inputs are summarised as follows:

Level 1 Price Inputs - are quoted prices (unadjusted) in active markets for identical assets or liabilities that can be accessed at the measurement date.

Level 2 Price Inputs - are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 Price Inputs - are inputs for the asset or liability that are not based on observable market data (unobservable inputs).

(i) The cost of inventories recognised as an expense during the year is '' 24,318.13 Lakhs, (As at Mar 31, 2022: '' 23,788.98 Lakhs)

(i) No trade receivable are due from directors or other officers of the Company either severally or jointly with any other person. While the trade receivable due from firms or private companies respectively in which any director is a partner, a director or a member is '' Nil (As at Mar 31, 2022 - '' Nil).

(ii) There are 3 major customers having significant balances, i.e. exceeding 5% of the total trade receivables as at Mar 31, 2023 and 4 major customers having significant balances as at Mar 31, 2022 amounting to '' 3,195.63 Lakhs and '' 1,758.57 Lakhs respectively.

(iii) Refer Note 41 for information about credit risk and market risk of trade receivables.

(iv) Trade receivables are generally on terms of 0 to 120 days based upon the credit worthiness of the customers.

(vi) Expected credit loss model

The Company considers the profile of each customers and the credit worthiness in determining the credit losses of Trade receivabes. The provision has been made based upon expected credit loss on the basis of past trend and also based on the provision policy framed by the management after adjusting the market value of the security taken from the customers in the form of mortgage property and bank guarantee.

Terms and rights attached to equity shares:

The Company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in the case of interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholder.

The Board of Directors has recommended a final dividend of '' Nil for the financial year ended Mar 31,2023 (Final Dividend '' Nil for the financial year ended Mar 31, 2022).

Notes:

(i) Securities premium account:

Securities premium is used to record premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Indian Companies Act, 2013 (the "Companies Act").

(ii) Capital reserve

Capital reserve represents a resource created by accumulated capital surplus and remain invested in the business for set off against any capital expenditure. This will not be distributed as dividends. The Company recognizes profit or loss on purchase, sale, issue or cancellation of the Company''s own equity instruments to capital reserve.

(iii) General reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act, the requirement to mandatorily transfer a specified percentage of net profit to general reserve has been withdrawn.

(iv) Retained earnings

Retained earnings comprises of the Company''s undistributed earnings after taxes. Such appropriations are free in nature.

Nature of security provided:

Borrowings are secured by hypothecation of present and future stock of raw materials, work in progress, finished goods, stores and spares and debtors. Equitable mortgage over the factory land and building of the Company at Nellore and charge over property, plant and equipment of the Company, excluding vehicles.

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

The Company is involved in a number of judicial, appellate and arbitration proceedings (including those described below) concerning matters arising in the course of conduct of the Company''s businesses. A summary of claims asserted on the Company in respect of these cases have been summarised below.

a. Tax contingencies

Amounts in respect of claims asserted by various revenue authorities on the Company, in respect of taxes, which are in dispute, have been tabulated below:

Nature of Tax	As at	As at
	Mar 31, 2023	Mar 31, 2022
Custom duty	535.36	535.36
Excise duty	57.58	57.58
Service tax	2.99	2.99
Sales tax	15.33	15.33
Income tax	80.96	71.27

The management believes that the claims made are untenable and is contesting them. As of the reporting date, the management is unable to determine the ultimate outcome of above matters. However, in the event the revenue authorities succeed with enforcement of their assessments, the Company may be required to pay some or all of the asserted claims and the consequential interest and penalties, which would reduce net income and could have a material adverse effect on net income in the respective reported period.

b. Amount in respect of other Claims

During the financial year 2021-22, claims related to contractual dispustes has been settled for Rs.230 lakhs. An amount of Rs.69.76 lakhs disclosed in the form of depreciation (Refer Note no 30) and Rs. 160.24 lakhs disclosed as Litigation Settlement (Refer Note 31) in the other expenses.

For Local bank guarantee 100% and for Foreign bank guarantee 110% - 125% of the guaratee with SBI ,100% of guranatee with Axis bank value is maintained as a fixed deposits with banks, 100% of guarantee with axis bank against limit ,100% of guarantee with YES bank against Limit and 100% of guarantee with UBI bank value is maintained as Fixed Deposit.

d. In respect of the Contingent Liabilities mentioned in Note 34.a and 34.b above pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any. In respect of matters mentioned in Note 34.c above, the cash outflows, if any, could generally occur during the validity period of the respective guarantees in the event of default, if any, by the concerned beneficiaries. The Company does not expect any reimbursements in respect of the above contingent liabilities.

# spent by KCT Group Trust (KMP having significant influence) towards various schemes of Corporate Social Responsibility (CSR) as prescribed under Section 135 of the Companies Act, 2013

Note No. 37 // Dues to Micro and Small Enterprises

Based on and to the extend of information received by the company from the suppliers during the year regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act), the relevant particulars are furnished below for the year ended March 31,2023.

Dues to micro and small enterprises have been determined to the extent such parties have been identified on the basis of information collected by the management.

Note No. 38 // Segment information

The Company principally engaged in a single business segment viz,. Shrimp Aquaculture Manufacturing and Trading. The financial performance relating to this single business segment is evaluated regularly by the Chief Executive Officer (Chief Operating Decision Maker). Sale outside India is exceeded the reportable threshold limit, thus geographical segment information is given as follows -

# includes an amount below Rs. 0.01 lakhs for final dividend of ''1/- per Equity Share payable to Mr. Ramakanth Akula (5 No. of Equity shares), Mr.R.Sureshkumar (1 No. of Equity share) and Mr.T.B.Srikkanth (1 No. of Equity share) for the Financial year 2020-21 which is duly approved by shareholders in the AGM dated 23.09.2021. As the figures above are represented in '' in lakhs the same as disclosed as a footnote due to negligible value.

Terms and conditions of transactions with related parties

The purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided for any related party payables.

## As the liabilities for gratuity and compensated absences are provided on actuarial basis for the Company as a whole, the amounts pertaining to KMP are not separately avalaible hence not included.

Note No. 40 // Employee Benefit Plans

Defined contribution plans

The Company participates in a number of defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to these schemes represents the value of contributions payable during the year by them at rates specified by the rules of those plans. The only amounts included in the balance sheet are those relating to the prior month''s contributions that were not due to be paid until after the end of the reporting period.

The Company contributes to employee state insurance funds for eligible employees covered under Employee State Insurance Act, 1948 and other labour welfare funds and has recognised, in the Statement of Profit and Loss for the year ended Mar 31, 2023, an amount of Rs. 1.24 Lakhs (for the year ended Mar 31, 2022 Rs. 2.48 Lakhs) as expenses under the said defined contribution plans.

Provident Fund

In accordance with Indian law, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees'' salary (currently 12% of employees'' salary).

Provident Fund contributions in respect of employees other than those covered under Government administered Provident Fund are made to Trust administered by the Company and such Trust invests funds following a pattern of investments prescribed by the Government. Both the employer and employee contribute to this Fund and such contributions together with interest accumulated thereon are payable to employees at the time of their separation from the Company or retirement, whichever is earlier. The benefit vests immediately on rendering of services by the employee. The interest rate payable to the members of the Trust is not lower than the rate of interest declared annually by the Government under the Employees'' Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any, on account of interest is to be made good by the Company. During the year, the Company has recognised Rs. 103.87 Lakhs (for the year ended Mar 31, 2022 Rs. 101.25 Lakhs) as contribution in the Statement of Profit and Loss Account.

The Company offers the following employee benefit schemes to its employees:

Defined benefit plans

i. Gratuity

Other long term employee benefits i. Compensated absences

i) Defined Benefit Plan -Gratuity:

The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.

Sensitivity analysis:

The increase / (decrease) of the defined benefit obligation to changes in the weighted principal assumptions are:

Other long term Employee Benefits - Compensated Absence:

The Company provides for accumulation of leave by certain categories of its employees. These employees can carry forward a portion of the unutilised leave balances and utilise it in future periods or receive cash in lieu thereof as per the Company''s policy. The Company records a provision for leave obligations in the period in which the employees render the services that increases this entitlement.

The total provision recorded by the Company towards this obligation as at year ended March 31, 2023 is Rs. 132.37 Lakhs (March 31,2022: Rs. 131.04 Lakhs). The Company does not have an unconditional right to defer settlement for any of these obligations, however, based on past experience, the Company does not expect all employees to take full amount of accrued leave or require payment within the next twelve months, hence the amount of the provision is presented as both non current and current.

The Company''s capital management objective is to maintain an optimal debt-equity structure so as to reduce the cost of capital, thereby enhancing returns to shareholders. The Company also has a policy of making judicious use of various available debt instruments within its overall working capital drawing limit. This interest arbitrage helps the Company to contain / reduce the cost of capital.

i. The short-term financial assets and liabilities are stated at amortized cost which is approximately equal to their fair value.

Note No. 41.3 // Financial Risk Management Objectives

The Company''s principal financial liabilities comprises of trade and other payables, and other current liabilities. The main purpose of these financial liabilities is to raise finance for the Company''s operations. The Company has receivables, trade and other receivables, and cash and short-term deposits that arise directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk.

The Company''s senior management oversees the management of these risks. The Company''s senior management advises on financial risks and the appropriate financial risk governance framework.

Market risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise two types of risk: interest rate risk and currency risk. Financial instruments affected by market risk include loans and borrowings, deposits.

Note No. 41.5 // Foreign currency risk management

The Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise.

Note No. 41.5.1 // Foreign currency sensitivity analysis

The Company is mainly exposed to the currency US Dollar. This sensitivity analysis mentioned in the below table has been based on the composition of the Company''s financial assets and liabilities exposed to foreign currency as at year end. A positive number below indicates an increase in profit where the INR strengthens 10% against the relevant currency. For a 10% weakening of the INR against the relevant currency, there would be a comparable impact on the profit and the balances below would be negative.

Note No. 41.6 // Interest rate risk management

The Company is exposed to interest rate risk because it borrows funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings contracts. The Company''s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

Note No. 41.6.1 // Interest Rate Sensitivity Analysis

The sensitivity analysis below have been determined based on the exposure to interest rates for non-derivative instruments (Borrowings) at the end of the reporting period. For floating rate liabilities, the analysis is prepared considering average amount outstanding at the end of each month. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management''s assessment of the reasonably possible change in interest rates. If interest rates had been 100 basis points higher/lower and all other variables were held constant, theCompany''s: â¢ Loss/ profit before tax for the year ended Mar 31, 2023 would decrease/increase by Rs. 37.70 Lakhs (For year ended Mar 31, 2022 Nil). This is mainly attributable to the Company''s exposure to interest rates on its variable rate borrowings.

Note No. 41.7 // Credit Risk Management

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Comapany is exposed to this risk for various financial instruments, for example trade receivables, placing deposits, investment in mutual funds etc.

The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. The Company''s policy is to transact only with counterparties who are highly creditworthy which are assessed based on internal due diligence parameters.

In respect of trade receivables, the Company is not exposed to any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. Trade receivables consist of a large number of customers in various geographical areas. Based on historical information about customer default rates management consider the credit quality of trade receivables that are not past due or impaired to be good.

The credit risk for cash and cash equivalents, fixed deposits and mutual funds are considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

Other financial assets mainly comprise of security deposits which are given to customers or other governmental agencies in relation to contracts executed and are assessed by the Company for credit risk on a continuous basis.

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Company''s exposure of its counterparties are continuously monitored.

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable. Concentration of credit risk to any counterparty did not exceed 5% of gross monetary assets at any time during the year except for the customers [Refer note 13]

In addition, the Company is exposed to credit risk in relation to financial guarantees given to banks. The Company''s maximum exposure in this respect is the maximum amount the Company could have to pay if the guarantee is called on. As at Mar 31,2023, bank guarantees amounts to Rs.503.84 Lakhs (as at Mar 31, 2022: Rs. 498.09 Lakhs) has been considered in the balance sheet as contingent liabilities [refer note 34(b)]"

Note No. 41.7.1 // Collateral held as security and other credit enhancements

The Company collects Bank Gurantee and Property Mortgage wherever possible as collateral from it''s customers for maintaining their risk profile.

Note No. 41.8 // Liquidity Risk Management

The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Note: As at Mar 31, 2023, Rs.85 lakhs out of the total bank guarantee of Rs. 503.84 lakhs ( Rs.10 lakhs out of the total bank guarantee of Rs. 498.09 lakhs as at Mar 31, 2022) have been taken against the company''s sactioned limits, the remaining bank guarantee has been taken against the Lien on Fixed deposits.

Borrowings as at Mar 31,2023 Rs.3,769.87 lakhs (Nil as at Mar 31, 2022) are secured by hypothecation of present and future stock of raw materials, work in progress, finished goods, stores and spares and debtors. Equitable mortgage over the factory land and building of the Company at Nellore and charge over property, plant and equipment of the Company, excluding vehicles.

Note No. 41.10 // Fair Value Measurements

This note provides information about how the Company determines fair values of various financial assets and financial liabilities

Note No. 41.10.1 // Fair value of the financial assets and liabilities that are measured at fair value

The management considers the carrying amount of Biological assets at their appropriate fair values (Refer Note-11).

Note No. 41.10.2 // Fair value of the financial assets and liabilities that are not measured at fair value

The management consider that the carrying amounts of financial assets and financial liabilities recognised in the financial statements approximate their fair values.

i) The Company does not have any transactions with companies struck off during the fiancial year ended March 31, 2023.

ii) The Company has made provision for doubtful debts for the unsecured balances.

Note No. 44. // Employee stock option plan

The Company had applied to stock exchange with a Employee Stock Option Plan (ESOP) after taking due approval from the share holders. The approval from the stock exchange is still in process. The Company has made a provision of Rs. 65 Lakhs for the year ended March 31, 2023 with respect to ESOP based on the best estimate.

Note No. 45. // Additional Regulatory 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 has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority

iii) The Company does not has 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) 1. 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

2. 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.

vi) The Company has complied with the requirement with respect to number of layers as prescribed under Section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.

vii) The Company has not 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.

Note No. 46. // Code On Social Security

The Central Government has published The Code on Social Security, 2020 and Industrial Relations Code, 2020 ("the Codes") in the Gazette of India, inter alia, subsuming various existing labour and industrial laws which deals with employees related benefits including post employment. The effective date of the code and the rules are yet to be notified. The impact of the legislative changes, if any, will be assessed and recognised post notification of the relevant provisions.

Note No. 47. // Previous year figures

Previous year''s figures have been restated, rearranged and regrouped, wherever necessary, to enable comparability of the current year''s position of accounts with that of the relative previous year''s position.

Note No. 48. // Approval of Standalone Financial Statements

The Standalone financial statements were approved for issue by the Board of Directors on May 25, 2023.

Mar 31, 2018

Notes:

(i) Refer Note 40 for information on Liquidity risk and market risk of Trade Payables.

(ii) Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

1 Earnings per share

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year

The following reflects the income and share data used in the basic and diluted EPS computations:

* The weighted average number of shares takes into account the weighted average effect of shares issued pursuant to merger. There have been no other transactions involving Equity shares or potential Equity shares between the reporting date and the date of authorisation of these financial statements.

2 Contingent Liabilities

The Company is involved in a number of judicial, appellate and arbitration proceedings (including those described below] concerning matters arising in the course of conduct of the Company''s businesses. A summary of claims asserted on the Company in respect of these cases have been summarised below.

a. Tax contingencies

Amounts in respect of claims asserted by various revenue authorities on the Company, in respect of taxes, which are in dispute, have been tabulated below:

b. Amount in respect of other Claims

Management is generally unable to reasonably estimate a range of possible loss for proceedings or disputes other than those included in the estimate above, including where:

a] plaintiffs/parties have not claimed an amount of money damages, unless management can otherwise determine an appropriate amount;

b] the proceedings are in early stages;

c] there is uncertainty as to the outcome of pending appeals or motions or negotiations; and/or

d] there are significant factual issues to be resolved.

However, in respect of the above matters, management does not believe, based on currently available information, that the outcomes of the litigation, will have a material adverse effect on the Company''s financial condition, though the outcomes could be material to the Company''s operating results for any particular period, depending, in part, upon the operating results for such period.

c. Financial Guarantee

d. In respect of the Contingent Liabilities mentioned in Note 33.a and 33.b above, pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any. In respect of matters mentioned in Note 33.c above, the cash outflows, if any, could generally occur during the validity period of the respective guarantees in the event of default, if any, by the concerned beneficiaries. The Company does not expect any reimbursements in respect of the above contingent liabilities.

The Company is obligated under cancellable and non-cancellable leases for office premises, warehouses, etc. Total rental expense under operating lease for the year ended March 31, 2018 amounted to Rs. 73.72 Lakhs (For the year ended March 31, 2017 Rs. 57.67 Lakhs)

3 Segment information

The Company principally engaged in a single business segment viz,. Shrimp Feed Manufacturing and Trading. The financial performance relating to this single business segment is evaluated regularly by the Chief Executive Officer (Chief Operating Decision Maker). Sale outside India is below the reportable threshold limit, thus geographical segment information is not given.

The remuneration of directors and other members of key management personnel during the year was as follows:

# As the liabilities for gratuity and compensated absences are provided on actuarial basis for the Company as a whole, the amounts pertaining to KMP are not included.

4 Employee benefit plans

Defined contribution plans

The Company contributes to employee state insurance funds for eligible employees covered under Employee State Insurance Act, 1948 and has recognised, in the Statement of Profit and Loss for the year ended March 31, 2018, an amount of Rs. 9.69 Lakhs (2016-201 7: Rs. 1.70 Lakhs) as expenses under the said defined contribution plans.

Provident Fund

Provident Fund contributions in respect of employees other than those covered under Government administered Provident Fund are made to Trust administered by the Company and such Trust invests funds following a pattern of investments prescribed by the Government. Both the employer and employee contribute to this Fund and such contributions together with interest accumulated thereon are payable to employees at the time of their separation from the Company or retirement, whichever is earlier. The benefit vests immediately on rendering of services by the employee. The interest rate payable to the members of the Trust is not lower than the rate of interest declared annually by the Government under the Employees'' Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any on account of interest is to be made good by the Company. During the year, the company has recognised Rs. 61.32 Lakhs (201 6-201 7: Rs. 60.15 Lakhs) as contribution in the Statement of Profit and Loss.

The Company offers the following employee benefit schemes to its employees:

Defined benefit plans (i). Gratuity

Other long term employee benefits

(i). Compensated absences

The following table sets out the funded/unfunded status of the defined benefit plans and other long term benefits and the amount recognised in the financial statements:

The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations.

The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors. These plans typically expose the Company to actuarial risks are as follows:

5. Financial Instruments

6. Capital Management

The company''s capital management objective is to maintain an optimal debt-equity structure so as to reduce the cost of capital, thereby enhancing returns to shareholders. The Company also has a policy of making judicious use of various available debt instruments within its overall working capital drawing limit. This interest arbitrage helps the Company to contain / reduce the cost of capital.

7. Gearing ratio

The gearing ratio at the end of the reporting period was as follows:

Note : (i). The short-term financial assets and liabilities are stated at amortized cost which is approximately equal to their fair value.

8. Financial risk management objectives

The Company''s principal financial liabilities comprises of loans and borrowings, trade and other payables, and other current liabilities. The main purpose of these financial liabilities is to raise finance for the Company''s operations. The Company has loans and receivables, trade and other receivables, and cash and short-term deposits that arise directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk.

The Company''s senior management oversees the management of these risks. The Company''s senior management advises on financial risks and the appropriate financial risk governance framework.

9. Market risk

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

10 Foreign currency risk management

The company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise.

The carrying amounts of the company''s foreign currency denominated monetary assets and monetary liabilities at the end of reporting period are as follows:

11. Foreign currency sensitivity analysis

The company is mainly exposed to the currency US Dollar. This sensitivity analysis mentioned in the below table has been based on the composition of the Company''s financial assets and liabilities exposed to foreign currency as at year end. A positive number below indicates an increase in profit where the INR strengthens 10% against the relevant currency. For a 10% weakening of the INR against the relevant currency, there would be a comparable impact on the profit and the balances below would be negative.

12.Interest rate risk management

The Company is exposed to interest rate risk because it borrows funds at both fixed and floating interest rates. The risk is managed by the company by maintaining an appropriate mix between fixed and floating rate borrowings contracts.

The company''s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

13. Interest rate sensitivity analysis

If interest rates had been 100 basis points higher/lower and all other variables were held constant, the Company''s:

- profit before tax for the year ended March 31, 2018 would decrease/increase by Rs.40.16 Lakhs (for the year ended March 31, 2017: decrease/ increase by Rs.64.15 Lakhs). This is mainly attributable to the Company''s exposure to interest rates on its variable rate borrowings.

14. Credit risk management

The credit risk for cash and cash equivalents, fixed deposits and mutual funds are considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

Other financial assets mainly comprise of tender deposits and security deposits which are given to customers or other governmental agencies in relation to contracts executed and are assessed by the Company for credit risk on a continuous basis.

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the company. The Company has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Company''s exposure of its counterparties are continuously monitored.

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, credit guarantee insurance cover is purchased.

Concentration of credit risk to any counterparty did not exceed 5% of gross monetary assets at any time during the year

In addition, the Company is exposed to credit risk in relation to financial guarantees given to banks. The Company''s maximum exposure in this respect is the maximum amount the Company could have to pay if the guarantee is called on. As at March 31, 2018, bank guarantees amounts to Rs. 286.05 Lakhs (as at March 31, 2017: Rs. 415.58 Lakhs) has been considered in the balance sheet as contingent liabilities [refer note 34].

15. Collateral held as security and other credit enhancements

The Company does not collect any collateral or other credit enhancements to cover its credit risks associated with its financial assets

16. Liquidity risk management

17 Liquidity risk tables

The following is an analysis of the Company''s contractual undiscounted cash flows payable under financial liabilities as at March 31, 2018 and March 31, 2017

18. Fair value measurements

This note provides information about how the company determines fair values of various financial assets and financial liabilities

19. Fair value of the company''s financial assets and liabilities that are measured at fair value on a recurring basis

Some of the company''s financial assets and liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets and liabilities are determined:

Note There are no transfers from Level 1 and Level 2 during the year end March 31, 2018

20. Fair value of the financial assets and liabilities that are not measured at fair value

The management consider that the carrying amounts of financial assets and financial liabilities recognised in the financial statements approximate their fair values.

41 Note on Scheme of Amalgamation:

The scheme of amalgamation Section 391 to 394 and other applicable provisions of the Companies Act, 1956 and Companies Act, 2013 between Pinnae Feeds Limited ("PFL"] engaged in manufacturing of Shrimp Feeds and their respective shareholders and creditors with the Company for which August 1, 2015 as the appointed date has been approved by the Honorable High Courts of Hyderabad vide their order dated November 14, 2017. Upon necessary filing with the Registrar of Companies ("ROC") on November 27, 201 7, the scheme has become effective and the effect thereof has been given in these accounts. Consequently, in respect of the merger of Pinnae Feeds Limited with the Company -

a. In terms of the Scheme, the entire business and the whole of the undertaking of PFL, as a going concern stands transferred to and vested in the Company with effect from August 1, 2015, being the Merger Appointed Date.

b In consideration of the amalgamation of PFL with the Company, the Company has issued 28,23,529 equity shares of Rs.10/- each aggregating to Rs. 2,82,35,290/- in the ratio of 4 fully paid up Equity shares of the face value of Rs. 10/- each of the Company for every 17 fully paid up equity shares of Rs. 10/- each held in PFL.

c. Accounting for Amalagamation:

The amalgamation of PFL with the Company is accounted for on the basis of the Pooling of Interest Method as envisaged in the Accounting Standard (AS] -14 on Accounting for Amalgamation specified in the Companies (Accounting Standards] Amendment Rules, 2006 as amended and in terms of the scheme, as below.

Since the approval from ROC was received on November 27, 201 7, the effect could not be given on that appointed date and the on-going

transactions as taken place between post appointed date and March 31, 2017 have been booked in the books of accounts of the transferor company only and such transactions are incorporated in the books of transferee company as on March 31, 2017 as if the said transactions are taken into account by the Transferor Company on behalf of the transferee company during that intervening period.

As regards the position on transfer and vesting of all the assets and liabilities of the Transferor Company to Transferee Company as on the appointed date as on August 1, 2015, the exercise is carried out as on March 31, 2017 taking the base as of beginning as on August 1, 2015 from the audited accounts of both Transferor and Transferee Company as July 31, 2015.

The effective date of amalgamation for accounting purpose is March 31, 2017 as against the appointed date on August 1, 2015 as per the approved scheme of amalgamation.

All asset and liabilities of the PFL were recorded at their respective book values under the respective accounting heads of the Company.

Rs. 917.65 Lakhs being the difference between the value of net assets of the PFL transferred to the Company (determined as stated above] has been adjusted to Capital Reserve of the Company during the year ended March 31, 2017.

Pursuant to amalgamation, the bank accounts, agreements, licences and certain immovable properties of the transferor companies are in the process of being transferred in the name of the Company.

21. Previous year figures

The financial statements of the Company for the year ended March 31 2017, were audited by M/s. Mitra Kundu Basu, Chartered Accountants, the predecessor auditor. Previous year''s figures have been restated, rearranged and regrouped, wherever necessary, to enable comparability of the current year''s position of accounts with that of the relative previous year''s position.

22.Approval of Financial Statements

The financial statements were approved for issue by the Board of Directors on May 25, 2018.

Mar 31, 2017

Corporate Information

The Waterbase Limited (âthe Companyâ) is a listed entity incorporated in the year 1987 in India. It is in the business of Shrimp Aquaculture for 30 years.

1 Basis of Preparation of Financial Statements

Compliance with Ind AS

These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the âInd ASâ) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 (âActâ) read with of the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

These financial statements for the year ended March 31, 2017 are the first financials with comparatives, prepared under Ind AS. For all previous periods including the year ended March 31, 2016, the Company had prepared its financial statements in accordance with the accounting standards notified under companies (Accounting Standard) Rule, 2006 (as amended) and other relevant provisions of the Act (hereinafter referred to as âPrevious GAAPâ) used for its statutory reporting requirement in India.

The accounting policies are applied consistently to all the periods presented in the financial statements, including the preparation of the opening Ind AS Balance Sheet as at April 1, 2015 being the dat e of transition to Ind AS.

The Company has followed the provisions of Ind AS 101 âFirst Time adoption of Indian Accounting Standardsâ (Ind AS 101), in preparing its opening Ind AS Balance Sheet as of the date of transition, i.e. April 1, 2015. In accordance with Ind AS 101, the Company has presented reconciliations of its equity under previous GAAP and Ind ASs as at March 31, 2016, and April 1, 2015 and of the Profit/(Loss) after Tax as per previous GAAP and Total Comprehensive Income under Ind AS for the year ended March 31, 2016 and Statement of Cash Flow as per previous GAAP and Ind AS for the year ended March 31, 2016. Refer Note 35.

Standards issued but not yet effective

The amendments to standards that are issued, but not yet effective, upto date of issuance of the Companyâs financial statements are disclosed below.

In March 2017, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2017, notifying amendments to Ind AS 7, âStatement of cash flowsâ and Ind AS 102, âShare-based paymentâ. The amendments are applicable to the Company from April 1, 2017.

Amendment to Ind AS 7:

The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities, to meet the disclosure requirement.

Amendment to Ind AS 102:

The amendment to Ind AS 102 provides specific guidance to measurement of cash-settled awards, modification of cash-settled awards and awards that include a net settlement feature in respect of withholding taxes. It clarifies that the fair value of cash-settled awards is determined on a basis consistent with that used for equity-settled awards. Market-based performance conditions and non-vesting conditions are reflected in the âfair valuesâ, but non-market performance conditions and service vesting conditions are reflected in the estimate of the number of awards expected to vest. Also, the amendment clarifies that if the terms and conditions of a cash-settled share-based payment transaction are modified with the result that it becomes an equity-settled share-based payment transaction, the transaction is accounted for as such from the date of the modification. Further, the amendment requires the award that include a net settlement feature in respect of withholding taxes to be treated as equity-settled in its entirety. The cash payment to the tax authority is treated as if it was part of an equity settlement.

The Company will adopt these amendments from their applicability date.

Basis of preparation and measurement

The financial statements have been prepared on the historical cost basis, except for certain financial instruments which are measured at fair values at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price 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, regardless of whether that price is directly observable or estimated using another valuation technique.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participantâs ability to generate economic benefits by using the asset in its highest and best use or by selling it t o another market participant that would use the asset in its highest and best use.

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

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 â Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 â Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 â Valuation techniques for which the lowest level input that is significant to the fair value measurement is Unobservable

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. While the trade or other receivable due from firms or private companies respectively in which any director is a partner, a director or a member is NIL (March 31, 2016: NIL, April 1, 2015: Rs. 135 Lakhs).

Refer Note 33 for information about credit risk and market risk of trade receivables.

Trade receivables are generally non-interest bearing and generally on terms of 60 to 100 days.

Cash at banks at current accounts are non-interest bearing. Short-term deposits are made for varying periods of between seven days and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.

The Company has earmarked a part of its short-term bank deposits by way of a lien to fulfil collateral requirements. Refer to Note 11 for details.

For Statement of Cash flow, cash and cash equivalents comprise of the following:

Terms and rights attached to equity shares:

The company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholder.

2 Earnings per share

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the parent by the weighted average number of Equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the parent (after adjusting for interest on the convertible preference shares) by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

3 Significant accounting judgements, estimates and assumptions

The preparation of the Companyâs financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the Companyâs accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:

Recognition of deferred tax assets

The extent to which deferred tax assets can be recognized is based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carry- forwards can be utilized. In addition, significant judgment is required in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Impairment of non- financial assets

In assessing impairment, management estimates the recoverable amount of each asset or cash- generating units based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate.

Inventories

Management estimates the net realizable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realization of these inventories may be affected by future technology or other market-driven changes that may reduce future selling prices.

Defined Benefit Obligation (DBO)

Managementâs estimate of the DBO is based on a number of critical underlying assumptions such as attrition rate, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may significantly impact the DBO amount and the annual defined benefit expenses (as analyzed in Note 28).

Useful lives of depreciable assets

Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technological obsolescence that may change the utility of certain assets.

Fair value measurement of financial instruments

Fair value is the price 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 fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

(i) In the principal market for the asset or liability, or

(ii) In the absence of a principal market, in the most advantageous market for the asset or liability

Management uses valuation techniques to determine the fair value of financial instruments (where active market quotes are not available) and non- financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible but this is not always available. In that case management uses the

best information available. Estimated fair values may vary from the actual prices that would be achieved in an armâs length transaction at the reporting date.

Current and non-current classification

All assets and liabilities have been classified as current or non-current as per the Companyâs normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and time between the acquisition of assets for processing and their realization in cash and cash equivalents, the company has ascertained its operating cycle as 12 months for the purpose of current or noncurrent classification of assets and liabilities.

4 Commitments and contingencies

a. Lease

Finance lease and hire purchase commitments

The Company has hire purchase contracts for certain vehicles. Future minimum lease payments under hire purchase contracts together with the present value of the net minimum lease payments are as follows:

b. Contingent Liabilities

The Company is involved in a number of judicial, appellate and arbitration proceedings (including those described below) concerning matters arising in the course of conduct of the Companyâs businesses. A summary of claims asserted on the Company in respect of these cases have been summarised below.

Tax contingencies

Amounts in respect of claims asserted by various revenue authorities on the Company, in respect of taxes, which are in dispute, have been tabulated below:

Management is generally unable to reasonably estimate a range of possible loss for proceedings or disputes other than those included in the estimate above, including where:

a) plaintiffs/parties have not claimed an amount of money damages, unless management can otherwise determine an appropriate amount;

b) the proceedings are in early stages;

c) there is uncertainty as to the outcome of pending appeals or motions or negotiations; and/or

d) there are significant factual issues to be resolved.

However, in respect of the above matters, management does not believe, based on currently available information, that the outcomes of the litigation, will have a material adverse effect on the Companyâs financial condition, though the outcomes could be material to the Companyâs operating results for any particular period, depending, in part, upon the operating results for such period.

5 Segment information

The Companyâs primary segment is identified as business segment based on nature of product, risk and the internal business reporting system and secondary segment is identified based on geographical location of the customer. The Company principally engaged in a single business segment viz,. Shrimp Feed Manufacturing and Trading.

The fair value of the financial assets and liabilities are included at the price that would be received to sell an asset or paid to transfer a liability (i.e. an exit price) in an ordinary transaction between market participants at the measurement date. The following methods and assumptions were used to estimate the fair values.

1 Cash and short-term deposits, trade receivables, trade payables, and other borrowings like short-term loans, current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

2 The fair value of loans from banks and other financial indebtedness, obligations under finance leases, financial liabilities at fair value through profit or loss as well as other non-current financial liabilities is estimated by discounting future cash flows using rates currently available for debt or similar terms and remaining maturities.

3 Fair value of available-for-sale instruments held for trading purposes are derived from quoted market prices in active markets. Fair value of available-for-sale unquoted equity instruments are derived from valuation performed at the year end.

Fair value measurements recognised in the statement of financial position

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

6 Financial risk management objectives and policies

The Companyâs principal financial liabilities comprises of loans and borrowings, trade and other payables, and other current liabilities. The main purpose of these financial liabilities is to raise finance for the Companyâs operations. The Company has loans and receivables, trade and other receivables, and cash and short-term deposits that arise directly from its operations. The Company also hold investments designated at available-for-sale categories.

The Company is exposed to market risk, credit risk and liquidity risk.

The Companyâs senior management oversees the management of these risks. The Companyâs senior management advises on financial risks and the appropriate financial risk governance framework.

The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below:

Market risk

The sensitivity analyses in the following sections relate to the position as at March 31, 2017 and March 31, 2016

The following assumptions have been made in calculating the sensitivity analyses:

The sensitivity of the statement of comprehensive income is the effect of the assumed changes in interest rates on the net interest income for one year, based on the average rate of borrowings held during the year ended March 31, 2015, all other variables being held constant. These changes are reasonably possible based on observation of current market conditions.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Companyâs exposure to the risk of changes in market interest rates relates primarily to the long-term debt obligations with average interest rates.

The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant. If interest rates increase or decrease by 100 basis points with all other variables being constant, the Companyâs profit after tax for the year ended March 31, 2017 would decrease or increase by Rs. 39.37 lakhs (March 31, 2016: Rs. 8.62 Lakhs, April 1, 2015: Rs. 1.22 Lakhs).

Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate.

The Companyâs exposure to foreign currency arises where a Company holds monetary assets and liabilities denominated in a currency different to the functional currency of that entity:

The impact on total equity is the same as the impact on net earnings as disclosed above.

Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk for various financial instruments, for example trade receivables, placing deposits, investment in mutual funds etc. the Companyâs maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at March 31, as summarised below:

The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. The Companyâs policy is to transact only with counterparties who are highly creditworthy which are assessed based on internal due diligence parameters.

The credit risk for cash and cash equivalents, fixed deposits and mutual funds are considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

Liquidity risk

The following is an analysis of the Companyâs contractual undiscounted cash flows payable under financial liabilities as at March 31, 2017, March 31, 2016 and April 1, 2015

7 Capital Management

For the purpose of the Companyâs capital management, capital includes issued equity capital, convertible preference shares, share premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Companyâs capital management is to maximise the shareholder value.

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 Company monitors capital using a gearing ratio, which is net debt divided by equity plus net debt. The Companyâs policy is to keep the gearing ratio between 20% and 45%. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.

In order to achieve this overall objective, the Companyâs capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2017 and March 31, 2016.

8 First-time adoption of Ind AS

These financial statements, for the year ended March 31, 2017, are the first the Company has prepared in accordance with Ind AS. For periods up to and including the year ended March 31, 2016, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on March 31, 2017, together with the comparative period data as at and for the year ended March 31, 2016, as described in the summary of significant accounting policies. In preparing these financial statements, the Companyâs opening balance sheet was prepared as at April 1, 2015, the Companyâs date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at April 1, 2015 and the financial statements as at and for the year ended March 31, 2016

First-time adoption exemptions applied

Upon transition, Ind AS 101 permits certain exemptions from full retrospective application of Ind AS. The Company has applied the mandatory exceptions and certain optional exemptions, as set out below:

Mandatory exceptions adopted by the Company

(i) De-recognition of financial assets and liabilities:

The de-recognition criteria of Ind AS 109 Financial Instruments has been applied prospectively for transactions occurring on or after the date of transition to Ind AS. Non-derivative financial assets and non-derivative financial liabilities derecognized before date of transition under previous GAAP are not recognized on the opening Ind AS Balance Sheet.

(ii) Estimates:

Hindsight is not used to create or revise estimates. The estimates made by the Company under previous GAAP were not revised for the application of Ind AS except where necessary to reflect any differences in accounting policies or errors.

Optional exemptions availed by the Company

(i) Property, plant and equipment:

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. The Company has elected to use carrying value under previous GAAP as the deemed cost on the date of transition to Ind AS for all property, plant and equipment (including intangible assets). Land and buildings (properties) were carried in the Balance Sheet prepared in accordance with Previous GAAP on the basis of historical cost. The Company has elected to regard those values of property as deemed cost at the date of the transition since they were broadly comparable to fair value. Accordingly, the Company has not revalued the property at April 1, 2015.

(ii) Investment in subsidiaries, joint ventures and associates:

Investment in subsidiaries, joint ventures and associates are measured at the carrying value under previous GAAP on the date of transition to Ind AS. These carrying value under previous GAAP are considered to be the deemed cost as at the date of transition.

(iii) Classification and measurement of financial assets:

Ind AS 101 requires an entity to assess the classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS. The Company has elected to apply this exemption to its financial assets.

(iv) Leases:

Appendix C to Ind AS 17, Leases, requires an entity to assess whether a contract or arrangement contains a lease. As per Ind AS 17, this assessment should be carried out at inception of the contract or arrangement. However, the Company has used Ind AS 101 exemption and assessed all arrangements based for embedded leases based on conditions in place as at the date of transition.

9 Events after the reporting period

Note on Scheme of Amalgamation:

The scheme of amalgamation under the Companies Act between Pinnae Feeds Limited (âPFLâ) engaged in manufacturing of Shrimp Feeds and the Company has been approved by the NCLT, Hyderabad vide their order dated November 14, 2017 with August 1, 2015 as the appointed date. Upon necessary filing with the Registrar of Companies (ROC) on November 27, 2017, the scheme has become effective and the effect thereof has been given in these accounts. Consequently, in respect of the merger of Pinnae Feeds Limited with the Company â

b In consideration of the amalgamation of PFL with the Company, the Company proposes to issue 28,23,529 equity shares of Rs. 10/- each aggregating to Rs. 2,82,35,290/- in the ratio of 4 fully paid up Equity shares of the face value of Rs. 10/- each of the Company for every 17 fully paid up equity shares of Rs. 10/- each held in PFL.

c. Accounting for Amalagamation:

The amalgamation of PFL with the Company is accounted for on the basis of the Pooling of Interest Method as envisaged in the Accounting Standard (AS) -14 on Accounting for Amalgamations specified in the Companies (Accounting Standards) Amendment Rules, 2006 as amended and in terms of the scheme, as below.

The Order is effective from November 27, 2017 with the appointed date of August 1, 2015. The transactions accounted in the books of the Transferor Company during the intervening period has now been incorporated in the books of the Transferee Company with effect from the appointed date. Accordingly the company has prepared the financial statements including cash flow for the year ended March 2017 with the comparatives of the previous period.

As regards the position on transfer and vesting of all the assets and liabilities of the Transferor Company to Transferee Company as on the appointed date, the exercise is carried out now taking the base as the appointed date from the audited accounts of both Transferor and Transferee Company.

All asset and liabilities of the PFL were recorded at their respective book values under the respective accounting heads of the Company. The difference between the value of net assets of the PFL transferred to the Company (determined as stated above) of Rs. 917.65 Lakhs has been adjusted to Capital Reserve of the Company.

Pursuant to amalgamation, the bank accounts, agreements, licences and certain immovable properties of the Transferor Companies are in the process of being transferred in the name of the Company.

10 Previous year figures

Previous yearâs figures have been restated, rearranged and regrouped, wherever necessary, upon clubbing together of the previous yearâs position of PFL (Refer Note 36), to enable comparability of the current yearâs position of amalgamated accounts with that of the relative previous yearâs position.

11 Approval of Financial Statements

The financial statements were approved for issue by the Board of Directors on November 29, 2017.

Mar 31, 2016

1 Shares issued in preceding 5 years

(a) The Company had issued and allotted 128,67,750 equity shares of Rs.10 each aggregating to Rs.1286.78 Lakhs in the ratio of 1:2 during the Financial Year 2013-14.

(b) The Company had issued and allotted 10,00,000 equity shares of '' 10 each aggregating to Rs.100 Lakhs on preferential basis to M/s. Towerbase Services Private Limited during the Financial Year 2011-12.

(a) Karam Chand Thapar & Bros (Coal Sales) Limited acquired 19,10,500 shares during 28th to 31st March 2016 for which the share registration is pending as on 31st March 2016.

2 Rs.999.35 Lakhs (Previous Year : Rs.1093.16 Lakhs) are secured by hypothecation of present and future stock of raw materials, work-in-progress, finished goods, stores and spares including consumables on fixed assets ranking pari-pasu with term loan lenders.

3 Rs.Nil (Previous Year: Rs.91 Lakhs) Loan repayable on demand from related parties is secured by first charge on all immovable assets of the company both present and future, ranking pari-pasu with charge created in favour of banks.

Note:

4 Amount outstanding for more than 30 days payable to small and ancillary undertakings is NIL

Note:

5 Details of Security and terms of repayment in respect of Current Maturity of long term debt are detailed in Note 4(a) of the Financial Statements.

* This represents deposits with original maturity of less than or equal to 3 months

# This represents deposits with original maturity of more than 3 months

* Other Sundry Items includes items of less than 10% of the total and therefore not considered for individual classification

The Company''s primary segment is identified as business segment based on nature of product, risk and the internal business reporting system and secondary segment is identified based on geographical location of the customer as per Accounting Standard 17. The Company principally engaged in two business segments viz,. Shrimp Feed Manufacturing and Processed Shrimp Exports.

6- PREVIOUS YEAR FIGURES

Previous year figures have been regrouped and reclassified where necessary to confirm to current year''s classification.

Mar 31, 2015

1 - CONTINGENT LIABILITIES AND COMMITMENTS

Year ended Year ended 31st Mar 2015 31st Mar 2014 Rs. Lakhs Rs. Lakhs

(1) Contingent Liabilities

(i) Claims against the company not acknowledged as debts (net)

(a) Custom duty 535.36 535.36

(b) Excise duty 49.48 -

(c) Service tax 63.86 63.86

(d) Sales tax 33.89 -

(e) To a Bank 670.94 670.94

(e) Others 77.19 75.87

1,430.71 1,346.03

(ii) Bank Guarantee

(a) To various parties 372.02 299.15

(iii) Interest claimed by Canara Bank, (pending in D. R. T.) has not been provided as the settlement is under negotiation and hence not quantify able at this stage.

(2) Commitments

(a) Capital commitments (net of advances) not provided for in respect 21.65 - of tangible assets

(b) Export obligation under EPCG Scheme to be fulfilled. The Company - -

238.78 176.73 is confident of meeting its obligation under the Schemes with in the Stipulated Period

3 - PREVIOUS YEAR FIGURES

Previous year figures have been regrouped and reclassified where necessary to confirm to current year's classification.

Mar 31, 2014

1 Rights, Preferences and Restrictions attached to shares. The Company has issued only one class of shares viz., Equity shares having a value of Rs. 10/- each. Each holder of equity shares is entitled to one vote per share. In the event of Liquidation, the equity Shareholders are eligible to receive the remain- ing assets of the Company after distribution of all pre- ferential amounts, in proportion to their shareholding .

2 CONTINGENT LIABILITIES AND COMMITMENTS

(to the extent not provided for)

2.1 Contingent liabilities

(i) Claims against Company not acknowledged as debt 67,509,073 61,123,555

(ii) Bank Guarantees 29,914,587 26,111,942

(iii) Interest Claimed by Canara Bank has not been provided as the settlement is under negotiation and hence not quantifiable at this stage 67,093,551 10,663,008

3 EMPLOYEE BENEFITS

In case of defined contribution plans, the Company''s contribution are charged since the Company has no further obligation beyond making the contribution. In case of defined benefits plans, the actuarial gain and losses arising on actuarial valuation based on projected unit credit method are charged to statement of Profit & Loss. Consequent upon adopting accounting standard on Employee benefits the following disclosures are made for the defined benefit obligation :

4. On the basis of available information the suppliers are not registered under Micro, small and Medium Enterprise Development Act,2006.

5. Figures for the previous year have been re-classified to make them comparable with that of the current year, to the extent possible. Figure in brackets relate to that of the previous year, in general.

Mar 31, 2013

1 : CONTINGENT LIABILITES AND COMMITMENTS

(to the extent not provided for )

1.1 Contingent liabilities

(i) Claims against Company not acknowledged as debt 61,123,555

(ii) Bank Guarantees 26,111,942 22,215,412

(iii) Interest on dues to Canara Bank has not been 10,663,008 55,963,886

provided as the settlement is under negotiation and hence not quantifiable at this stage

1.2 Commitments

Estimated amount of contracts remaining to be 18,407,034 executed on capital account and not provided for

2 : EMPLOYEES BENEFITS

In case of defined contribution plans, the Company''s contribution are charged since the Company has no further obligation beyond making the contribution. In case of defined benefits plans, the acturial gain and losses arising on actuarial valuation based on projected unit credit method are charged to statement of Profit & Loss. Consequent upon adopting accounting standard on Employee benefits the following disclosures are made for the defined benefits obligation:

3 : SEGMENT REPORTING

Accounting standard in respect of segment reporting is not applicable to the Company as the operations of the Company is in the nature of an integrated system of function.

4 : On the basis of available information the suppliers

are not registered under Micro, small and Medium Enterprise Development Act, 2006

5 : Figures for the previous year have been reclassified to make them comparable with that of the current year, to the extent possible. Figure in brackets relate to that of the previous year, in general.

Mar 31, 2012

1.1 The Company has issued only one class of shares viz., Equity Shares having a Par Value of Rs. 10. Each holder of equity shares is entitled to one vote per share. In the event of liquidation the equity share holders are eligible to receive the remaining assets of the company in Protion to their share holding.

1.2 The details of shareholders holding more than 5 % shares as at 31.03.2012 and 31.03.2011 are given below:

3 : CONTINGENT LIABILITES AND COMMITMENTS (to the extent not provided for )

3.1 Contingent liabilities

Claims against Company not acknowledged as debt

(i) Bank Guarantees 22,215,412 52,689,512

(ii) Overdue Interest claimed by Canara Bank has not been provided as the settlement is under negotiation and hence not quantifiable at this stage. 55,963,886 35,131,622

3.2 Commitments

Estimated amount of contracts remaining to be 18,407,034 - executed on capital account and not provided for

4 : EMPLOYEES BENEFITS

In case of defined contribution plans, the company's contribution are charged since the Company has no further obligation beyond making the contribution. In case of defined benefits plans, the acturial gain and losses arising on actuarial valuation based on projected unit credit method are charged to statement of Profit & Loss. Consequent upon adopting accounting standard on Employee benefits the following disclosures are made for the defined benefits obligation:

5 : On the basis of available information the suppliers

are not registered under Micro, small and Medium Enterprise Development Act, 2006

6 : Consequent to the notification of revised schedule

VI under the Companies Act 1956, the financial statements for the year ended 31st March 2012 are prepared as per the revised schedule VI. Accordingly the previous year figures have also been reclassified to make them comparable with that of the current year to the extent possible.

Mar 31, 2011

1. CONTINGENT LIABILITIES Rs. Millions

2010-11 2009-10

a) Guarantees given by 52.69 52.69 Bank on behalf of the Company and Outstanding

b) Interest on dues to Canara Bank has not been provided as the settlement is under negotation and hence not quantifiable.

2. (a) Accounting standard in respect of Segment reporting is not applicable to the Company as the operations of the Company is in the nature of an integrated system of function.

3. Related Party Disclosure :

( a ) Key Management Personnel :

(i) The Key management person is Mr. Ashok Nanjapa, Chief Executive. Remuneration paid to him including perquisites is 2.34 mn. (PY 2.24 mn.)

(ii ) Transaction with relatives of key management personal - Nil.

(b) Associates

(i ) Gourmet Delhicatessens Ltd.

Investments in the equity share of above Company - Rs. 2.50 mn. Goods sold Rs. 1.75 mn. (PY Rs. 2.05 mn) and the outstanding balance as on 31.3.2011 in Rs. 0.34 mn.

(ii) India City Properties Limited

Have advanced secure term loan of Rs. 20.5 mn. (PY Rs. 20.5 mn.)

(iii) Towerbase Service Private Ltd.

Have advanced unsecured loan of Rs. 42.50 mn. (PY Rs. 42.50 mn.) interest paid Rs. 5.10 mn. (PY Rs. 5.10 mn.) 7.

4. The Company has not received any memorandum ( as required to be filed by the suppliers with the notified authority under the Micro, Small & Enterprises Development Act, 2006) claiming their status as on 31st March, 2011 as micro small or medium enterprises. Consequently the amount paid/payable to these parties during the year is nil.

5.Provident Fund : The Company has no further obligation beyond making the contribution.

6. Net Deferred Tax Asset represents timing difference in depreciation of Rs. 4.99 Mn and provision for Employees benefit of Rs. 0.53 Mn.

7. Employee Benefits: In case of defined contribution plans, the companies contribution are charged to Profit and Loss Account since the Copmpany has no further obligation beyond making the contribution.

In case of defined benefit plans the acturial gain and losses arising on valuation based on projected unit credit method are charged to Profit and loss account.

8. Particulars in respect of goods manufactured and installed capacities.

The provisions of Industries (Development and Regulation) Act, 1951 relating to licenced capacities are not applicable to the Company. The installed capacity is 1712 tonnes of processed prawns (from integrated Farm including hatchery, Feed Mill and Processing Unit), on Single shift basis, as approved by the Government of India.

9. Figures for the previous year have been regrouped wherever necessary. Previous years figures are indicated in brackets.

Mar 31, 2010

1. EXPORT INCENTIVES

Export Sale includes DEPB benefits on to the extent of Rs. 3.53 million (Previous year Rs. 4.01 million).

2. CONTINGENT LIABILITIES Rs.Millions

2009-10 2008-09

Guarantees give by Bank on behalf of the Company 52.69 52.69

3. Interest on dues to Canara Bank has not been provided as the settlement is under negotiation.

4. (a) Accounting standard in respect of Segment reporting is not applicable to the Company as the operations of the Company is in the nature of an integrated system of function.

(b) Information about Secondary Segments : Geographical

5. (a) With regard to related party transactions, the key management personnel is Mr. Ashok Nanjapa: Chief Executive. Remuneration paid to him is Rs.224 million.

(b) Transaction with relatives of key management personnel-Nil.

6.The Company has not received any memorandum (asrequired to be filed by the suppliers with the notified authority under the Micro, Small & Enterprises Development Act, 2006) claiming their status as on 31st March, 2010 as micro, small or medium enterprises. Consequently the amount paid /payable to these parties during the year is nil.

7. Provident Fund The company has no further obhgation beyond making the contnbution.

8. Employee Benefits: In case of defined contribution plans, the companys contribution is charged to Profit and Loss Account and the Company has no further obligation beyond making the contribution.

In case of defined benefit plans the actuarial gain and losses arising on actuarial valuation based on projected unit credit method are charged to Profit and Loss account.

Consequent upon adopting accounting standard on Employee benefits the following disclosures are made:

9. Particulars in respect of goods manufactured and installed capacities.

The provisions of Industries (Development and Regulation) Act, 1951 relating to licenced capacities are not applicable to the Company. The installed capacity is 1712 tonnes of processed prawns (from integrated Farm including hatchery, Feed Mill and Processing Unit), on Single shift basis, as approved by the Government of India.

10.Figures for the previous year have been regrouped wherever necessary. Previous years figures in the notes are indicated in brackets.

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