Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

20 Microns Limited AGM Information 2018

Aug 24, 2018

60390_rns_2018-08-24_ff24bf8d-7a77-42ef-9765-81b2a06dae66.pdf

AGM Information

Open in viewer

Opens in your device viewer

BOMBAY STOCK EXCHANGE LTD. NATIONAL STOCK EXCHANGE OF INDIA LTD.
Deptt. Of Corporate Services Listing Deptt.
Phiroze Jeejeebhoy Towers Exchange Plaza,
Dalal Street, Fort, Bandra - Kurla Complex,
MUMBAI-400001. Bandra [East], MUMBAI - 470 051.
SCRIP CODE: 533022 SCRIP CODE: 20MICRONS
ISIN: INE14-1J01027 ISIN: INE144J01027

Board of Directors
[As on 24th May, 2018]
Mr. Chandresh S. Parikh
Executive Chairman
CEO & Managing Director Mr. Rajesh C. Parikh Mr. Atil C. Parikh
Managing Director
Mr. Pravinchandra M. Shah Independent Director
Mr. Atul H. Patel
Independent Director
Mr. Ramkisan A. Devidayal
Independent Director
Dr. Ajay I. Ranka
Independent Director
Mrs. Sejal R. Parikh
Director (w.e.f. 04.05.2017)
Mr. Sudhir R. Parikh
Director
[Upto 04.05.2017]
Mrs. Darsha R. Kikani
Independent Director
(Upto 04.05.2017)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the THIRTY FIRST ANNUAL GENERAL MEETING of the Shareholders of 20 Microns Limited will be held on Wednesday, the 19th day of September, 2018 at 03.00 p.m. at the Conference Room at 347, GIDC Industrial Estate, WAGHODIA – 391 760. Dist.: Vadodara, to transact the following business:

ORDINARY BUSINESS

  • 1. To receive, consider and adopt:
  • a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2018 including Audited Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date, together with the Reports of the Board of Directors and the Auditors thereon; and
  • b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2018 including Audited Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss, together with the Report of the Auditors thereon.
  • 2. To declare a final dividend of Re. 0.35 (7%) per Equity Share of the nominal value of ` 5/- each for the Financial Year 2017-18.
  • 3. To appoint a Director in place of Mr. Atil C. Parikh (DIN 00041712), who retires by rotation at this Annual General Meeting, in terms of Section 152(6) of the Companies Act, 2013 and being eligible, has offered himself for reappointment

SPECIAL BUSINESS

4. Ratification of remuneration payable to Cost Auditors To consider and if thought fit, to pass, the following resolution with or without modification as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, Companies (Cost Records and Audit) Rules 2014 and the Companies (Audit and Auditors) Rules, 2014 (including statutory modifications or re-enactment thereof, for the time being in force), payment of remuneration of ` 75,000/- to M/s. Y.S. Thaker & Co., Cost Accountants (Registration Number 000318), the Cost Auditor, reappointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending 31 March 2019, be and is hereby approved.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

5. Re-appointment of Mr. Chandresh S. Parikh as Executive Chairman

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT subject to the provisions of Sections 196, 197 and 203 and all other applicable provisions of the Companies Act, 2013 ("the Act") (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule V of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subject to such approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the Authorities including the Central Government in granting such approvals, permissions and sanctions, approval of the Company be and is hereby accorded to the reappointment of Mr. Chandresh S. Parikh, (DIN 00041584), who has attained the age of 70 (Seventy) years as on March 6, 2016, as a Whole-time Director, designated as Executive Chairman of the Company under the Companies Act, 2013, for a period of three years, w.e.f. 01st April, 2019, whose office shall not be liable to retirement by rotation, on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors (hereinafter referred to the "Board" which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions more particularly set out in the Agreement to be entered into with him, detailing inter-alia the pattern of remuneration and Commission payable to him, in accordance with the requirements of the Schedule V of the Companies Act, 2013."

"RESOLVED FURTHER THAT pursuant to Section 197(3) of the Act read with Schedule V and other applicable provisions of the Companies Act, 2013, as amended, and subject to such approvals as may be necessary, in the absence or inadequacy of the Net Profit, Mr. Chandresh S. Parikh will be paid the said remuneration as minimum remuneration, within the ceiling limit prescribed under Section II of Part II of the Schedule V of the Act or any statutory modification(s) or reenactment thereof."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution without being required to seek any further consent or approval of the members or otherwise to the end and intent that it shall be deemed to have their approval thereto expressly by the authority of this resolution."

6. Re-appointment of Mr. Rajesh C. Parikh as Chief Executive Officer and Managing Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT subject to the provisions of Sections 196, 197 and 203 and all other applicable provisions of the Companies Act, 2013 ("the Act") (including any statutory modification or re-enactment thereof for the time

being in force) read with Schedule V of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subject to such approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the Authorities including the Central Government in granting such approvals, permissions and sanctions, approval of the Company be and is hereby accorded to the reappointment of Mr. Rajesh C. Parikh (DIN 00041610) as a Whole-time Director, designated as the Chief Executive Officer & Managing Director of the Company under the Companies Act, 2013, for a period of three years, w.e.f. 01st April, 2019, whose office shall be liable to retirement by rotation, on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors (hereinafter referred to the "Board" which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions more particularly set out in the Agreement to be entered into with him, detailing inter alia the pattern of remuneration and Commission payable to him, in accordance with the requirements of the Schedule V of the Companies Act, 2013."

"RESOLVED FURTHER THAT pursuant to Section 197(3) of the Act read with Schedule V and other applicable provisions of the Companies Act, 2013, as amended, and subject to such approvals as may be necessary, in the absence or inadequacy of the Net Profit, Mr. Rajesh C. Parikh will be paid the said remuneration as minimum remuneration, within the ceiling limit prescribed under Part II of Section II of the Schedule V of the Act or any statutory modification(s) or re-enactment thereof."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution without being required to seek any further consent or approval of the members or otherwise to the end and intent that it shall be deemed to have their approval thereto expressly by the authority of this resolution."

7. Re-appointment of Mr. Atil C. Parikh as Managing Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT subject to the provisions of Sections 196, 197 and 203 and all other applicable provisions of the Companies Act, 2013 ("the Act") (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule V of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subject to such approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the Authorities including the Central Government in granting such approvals, permissions and sanctions, approval of the Company be and is hereby accorded to the reappointment of Mr. Atil C. Parikh, (DIN 00041712) as the Whole-time Director, designated as the Managing Director under the Companies Act, 2013, for a period of three years, w.e.f. 01st April, 2019, whose office shall be liable to retire by rotation, on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors ( hereinafter referred to the "Board" which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions more particularly set out in the Agreement to be entered into with him, detailing interalia the pattern of remuneration and Commission payable to him, in accordance with the requirements of the Schedule V of the Companies Act, 2013."

"RESOLVED FURTHER THAT pursuant to Section 197(3) of the Act read with Schedule V and other applicable provisions of the Companies Act, 2013, as amended, and subject to such approvals as may be necessary, in absence or inadequacy of the Net Profit, Mr. Atil C. Parikh will be paid the said remuneration as minimum remuneration, within the ceiling limit prescribed under Section II of Part II of the Schedule V of the Act, or any statutory modification(s) or re-enactment thereof."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution without being required to seek any further consent or approval of the members or otherwise to the end and intent that it shall be deemed to have their approval thereto expressly by the authority of this resolution."

8. Payment of Commission to the Non-Executive Directors

To consider and if thought fit, to pass with or without modification(s), the following Resolution as Special Resolution:

"RESOLVED THAT pursuant to Section 197 (1) (ii) (A) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consent of the Shareholders be and is hereby accorded to pay a commission up to 1% of the net profits of the Company computed in the manner laid down in Section 198 of the Companies Act, 2013 to all the Non-Executive Directors of the Company".

"RESOLVED FURTHER THAT anyone of CEO & Managing Director or Company Secretary or Chief Financial Officer of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

9. Approval for continuation of directorship of Mr. P.M. Shah, Non-Executive Independent Director after attaining age of seventy five year

To consider and if thought fit, to pass with or without

modification(s), the following Resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of Securities and Exchange Board Of India (Listing Obligations And Disclosure Requirements) (Amendment) Regulations, 2018 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Pravinchandra M. Shah (DIN 00017558), Non-Executive Independent Director of the Company, who has attained age of 75 years (seventy five years) on 13th April, 2013 be and is hereby to be continued as a Non-Executive Independent Director of the Company to hold the office for a term up to the conclusion of the annual general meeting of the Company to be held in the calendar year 2019.

By Order of the Board of Directors

Place : Waghodia, Dist. Vadodara Anuja K. Muley Date : 24th May, 2018 Company Secretary Membership No. : A21243

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy provided such person shall not act as a proxy for any other person or shareholder.

The Proxy form duly completed must reach at the Registered Office of the Company not later than fortyeight hours before the time of holding the meeting.

Members/Proxies should bring duly filled in and signed Attendance Slip sent herewith for attending the Meeting. The Members holding shares in de-materialized form are requested to bring their Client ID and DP ID for easy identification of attendance at the Meeting.

    1. Corporate Members intending to send their authorized representatives to attend the Annual General Meeting are requested to send to the Company a certified copy of the Board resolution authorizing their representative to attend and vote on their behalf at the Meeting.
    1. The Registers of Members and Share Transfers shall remain closed from Wednesday, the 12th day of September, 2018 to Wednesday, the 19th day of September, 2018 [both days inclusive].
    1. All the work related to share registry in terms of both physical and electronic – are being conducted by Company's R & T Agents – Cameo Corporate Services Ltd., "Subramanian Building", No. 1, Club House Road,

Chennai – 600 002. Tel: 044-28460390 – 28460395. Email ID – [email protected]. The Shareholders are requested to send their communication to the aforesaid address in future.

    1. The Company has appointed M/s J. J. Gandhi & Co., the Practicing Company Secretary, as a Scrutinizer for conducting voting for 31st AGM in a transparent manner.
    1. In compliance with provisions of the Companies Act, 2013 the Company is pleased to offer e-voting facility, for all the Shareholders of the Company. For this purpose, the Company has entered into an agreement with CDSL for facilitating e-voting to enable the Shareholders to cast their votes electronically.
    1. The Company also provides the facility for voting either through electronic voting system and ballot or polling paper at the meeting and the members attending the meeting who have not already cast their vote by e-voting shall be able to exercise their Right at the meeting.
    1. In accordance with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, the Company has fixed 11th September, 2018 as the "cut-off date" to determine the eligibility to vote by electronic means or in the general meeting. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date, i.e. 11th September, 2018, shall be entitled to avail the facility of remote evoting or voting in the general meeting.
    1. In terms of Sections 101 and 136 of the Companies Act, 2013 read together with the Rules made thereunder, the copy of the Annual Report including Financial statements, Board's report etc. and this Notice are being sent by electronic mode, to those members who have registered their email ids with their respective depository participants or with the share transfer agent of the Company, unless any member has requested for a physical copy of the same. In case you wish to get a Physical copy of the Annual Report, you may send your request to co\[email protected] mentioning your Folio/DP ID & Client ID.
    1. Pursuant to Section 72 of the Companies Act, 2013, Members who hold shares in the physical form can nominate a person in respect of all the shares held by them singly or jointly. Members who hold shares in single name are advised, in their own interest, to avail of the nomination facility by filing required form.
    1. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during normal business hours (10.00 a.m to 5.00 p.m) on all working days except 2nd and 4th Saturdays and Sundays/ National Holidays, upto and including the date of the Annual General Meeting of the Company.
    1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested

to submit their PAN to their Depository Participants with whom they are maintaining their de-mat account. Members holding shares in physical form can submit their PAN to Cameo Corporate Services Ltd. at the address given at [4] above.

    1. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to Cameo Corporate Services Ltd, for consolidation into a single folio.
    1. The Explanatory Statement setting out the material facts pursuant to Section 102 of the Companies Act, 2013 (''the Act''), concerning the Special Business in the Notice is annexed hereto and forms part of this Notice. The profile of the Directors seeking appointment/reappointment, as required in terms of SEBI's [Listing Obligations & Disclosure Requirements] Regulations, 2015 is annexed.
    1. The dividend as recommended by the Board of Directors, if approved at the Meeting, will be paid within statutory time limit of 30 days, as under :
  • (a) To all Beneficial Owners in respect of shares held in dematerialized form as per the data made available by the National Securities Depository Limited and Central Depository Services (India) Limited as at the close of business hours on September 11, 2018.
  • (b) To all Members in respect of shares held in physical form after giving effect to valid transfers in respect of transfer requests lodged with the Company on or before the close of business hours on September 11, 2018.
  • 16. Members who have not registered their e-mail addresses so far, are requested to register their e-mail address for receiving all communication[s] including Annual Report, Notices, Circulars, etc. from the Company electronically.
    1. Members seeking any information with regard to the Annual Accounts are requested to write to the Company at an early date of AGM, so as to enable the Management to keep the information ready at the Meeting.
  • 18. Pursuant to the prohibition imposed vide Secretarial Standard on General Meetings (SS-2) issued by the ICSI and the MCA circular, no gifts/coupons shall be distributed at the Meeting.
    1. The result of voting will be announced at the Registered Office of the Company situated at 9-10, GIDC Industrial Estate, WAGHODIA – 391 760. Dist.: Vadodara, by the Chairman of the Meeting within three days from the date of Annual General Meeting. The result of the voting will be communicated to the stock exchanges and will be placed on the website of the Company www.20microns.com
    1. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the Chairman of the company.

The instructions for shareholders voting electronically are as under:

  • (i) The voting period begins on 16th September, 2018 (10.00 a.m.) and ends on 18th September, 2018 (5.00 p.m.). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date (record date) of 11th September, 2018 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
  • (ii) The shareholders should log on to the e-voting website www.evotingindia.com.
  • (iii) Click on Shareholders.
  • (iv) Now Enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
  • (v) Next enter the Image Verification as displayed and Click on Login.
  • (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
  • (vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat
shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to
use the sequence number which is printed on Postal Ballot / Attendance Slip indicated in the PAN field.
Dividend Bank
Details OR
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat
account or in the company records in order to login.
Date of Birth
(DOB)

If both the details are not recorded with the depository or company please enter the member id / folio
number in the Dividend Bank details field as mentioned in instruction (iv).
  • (viii) After entering these details appropriately, click on "SUBMIT" tab.
  • (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for evoting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
  • (xi) Click on the EVSN for the relevant i.e 20 Microns Limited on which you choose to vote.
  • (xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
  • (xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
  • (xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
  • (xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
  • (xvi) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
  • (xvii)If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
  • (xviii) Shareholders can also use Mobile app "m Voting" for e voting m Voting app is available on Apple, Android and Windows based Mobile. Shareholders may log in to m - Voting using their e voting credentials to vote for the company resolution(s).

(xix) Note for Non – Individual Shareholders and Custodians

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
  • After receiving the login details, user would be able to link the account(s) for which they wish to vote on.
  • The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
  • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
  • (xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 4

M/s. Y.S Thaker & Co., Cost Accountants have been reappointed as the Cost Auditors of the Company for the Financial Year 2018- 19 by the Board of Directors of the Company at its meeting held on 24th May, 2018. The Board has fixed remuneration of ` 75,000/ - (Rupees Seventy Five Thousand only) exclusive of applicable tax and out-of-pocket expenses. In terms of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors as fixed by the Board of Directors shall be ratified by the members.

None of the Directors/Key Managerial Personnel of the Company/ their relatives, in any way, concerned or interested, financially or otherwise in the Resolution set out at item No. 4 of the Notice.

The Board recommends the Ordinary Resolution for approval of the members.

Item Nos. 5 TO 7

It may be re-called that Mr. Chandresh S. Parikh, Mr. Rajesh C. Parikh and Mr. Atil C. Parikh were re-appointed for a period of 3 years effective from 1st April, 2016 as the Executive Chairman, Chief Executive Officer & Managing Director & Managing Director of the Company by the shareholders of the Company by way of passing respective special resolutions at the Annual General Meeting held on 25.09.2015. The term of their respective offices, therefore, would expire on 31st March, 2019.

Looking to the responsibilities undertaken and contributions made by the aforesaid Managerial Personnel viz. Mr. Chandresh S. Parikh, Executive Chairman, Mr. Rajesh C. Parikh, CEO & Managing Director and Mr. Atil C. Parikh, Managing Director of the Company in development of the Company and on account of trends of improved qualities of Management viz. business acumen, sagacity, practical wisdom and such other qualities which they developed during the tenure of their respective offices, the Board of Directors of the Company at their meeting held on 24.05.2018, re-appointed the said Managerial Personnel, subject to the approval of the Shareholders, viz.-

  • Mr. Chandresh S. Parikh as the Executive Chairman;
  • Mr. Rajesh C. Parikh as the CEO & Managing Director and
  • Mr. Atil C. Parikh as the Managing Director

for a further period of 3 [three] years commencing from 01st April, 2019 on the following terms & conditions including remuneration as recommended by the Nomination & Remuneration Committee of Directors of the Company:

1. Mr. Chandresh S. Parikh, the Executive Chairman, shall be in the overall charge of the business and operations of the Company. He shall act subject to direction, superintendence and control of the Board of Directors of the Company.

Mr. Chandresh S. Parikh, who was appointed as Executive Chairman by the members to hold office upto 31st March, 2019, had attained the age of 70 years on 06th March, 2016 and hence continuation of his employment as Executive Chairman requires the approval of members by way of a special resolution.

Section 196(3) of the Companies Act, 2013, inter alia, provides that no company shall continue the employment of a person who has attained the age of 70 years, as Managing Director, Whole-time Director or Manager unless it is approved by the members by passing a special resolution. Part 1 of Schedule V to the Act contains a similar relaxation. Keeping in view that Mr. Chandresh S. Parikh has rich and varied experience in the Industry and has been involved in the operations of the Company over a long period of time; it would be in the interest of the Company to continue the employment of Mr. Chandresh S. Parikh as Executive Chairman.

Mr. Rajesh C. Parikh, the Chief Executive Officer & Managing Director, shall report to Mr. Chandresh S. Parikh, the Executive Chairman of the Company and shall look after Marketing, Technical matters and Administration and such other matters as may be assigned by the Executive Chairman from time to time.

Mr. Atil C. Parikh, the Managing Director, shall report to Mr. Chandresh S. Parikh, the Executive Chairman of the Company and shall look after Marketing, Technical matters and Administration and such other matters as may be assigned by the Executive Chairman from time to time.

    1. The Managerial Personnel shall devote their entire time and attention for the business & operations of the Company.
    1. The Managerial Personnel will not be paid any sitting fees for attending the meetings of Board of Directors or Committees thereof.
    1. As stipulated in Section 198(3) of the Companies Act, 2013 read with Schedule V, they would receive minimum remuneration in absence or inadequacy of profits.
    1. If the tenure of office is determined for any reason whatsoever before the expiration of their respective term of offices, they shall be entitled to compensation for loss of office in accordance with Section 191 and Section 202 of the Companies Act,2013.
    1. Managerial Personnel shall maintain secrecy during the continuance of his employment.
    1. The respective appointments of the Managerial Personnel may be terminated by giving 90 [ninety] days' notice on either side or equivalent payment of salary in lieu thereof.

Necessary Agreements for re-appointments of the above Managerial Personnel will be executed after approval of shareholders.

The re-appointments of above Managerial Personnel are completely in accordance with the norms laid down in Schedule V to the Companies Act, 2013 and therefore approval of the Central Government would not be necessary. However, as per Part II – Section II of the Schedule V, approval of the shareholders would be necessary for such re-appointments.

The accompanying notice together with Explanatory Statement is to be treated as an abstract of the terms and memorandum of interest as required under the Companies Act, 2013.

A combined statement containing therein information as required under Schedule V of the Companies Act, 2013 including abstract of the terms of remuneration is reproduced hereunder.

Your Directors commend the special resolutions at Item Nos. 5 to 7 for your approval and acceptance.

Except Mr. Chandresh S. Parikh, Mr. Rajesh C. Parikh, Mr. Atil C. Parikh and Mrs. Sejal R. Parikh, none of the other Directors and Key Managerial Personnel and their relatives may be deemed to be concerned or interested in passing the special resolutions at items 5 to 7 above.

COMBINED STATEMENT CONTAINING INFORMATION AS REQUIRED UNDER SCHEDULE V OF THE COMPANIES ACT, 2013

I. GENERAL INFORMATION:

    1. Nature of industry: Manufacturing of Micronised Minerals & Specialty Chemicals
    1. Date of commencement of commercial production: 29th June, 1987
    1. Financial performance:
(` In Lakhs)
Financial Parameters 31.03.2018 31.03.2017 31.03.2016
Turnover (Gross) 39212.98 37416.78 33970.46
Profit before Depreciation, Interest and Tax 5429.01 5104.59 4564.60
Net Profit for the year 1588.02 1315.95 934.31
  1. Foreign investments or collaboration:

The Company has three Subsidiaries outside India viz. 20 Microns SDN. BHD., Malaysia; 20 Microns FZE, Sharjah and 20 Microns Vietnam Company, Vietnam.

II. INFORMATION ABOUT THE APPOINTEES:

1. Background details and Past Remuneration :

Mr. Chandresh S. Parikh, Whole-Time Director, desienated the Executive Chairman, of the Company, is overall incharge of the Management of the affairs of the Company and acts subject to the directions, superintendence and control of the Board of Directors of the Company. Prior to this re-appointment, he was serving as Executive Chairman drawing remuneration within the overall ceiling limit of ` 4,62,401/- per month.

Mr. Rajesh C. Parikh, Whole-time Director designated as the CEO & Managing Director of the Company, reports to the Executive Chairman and looks after Marketing, Administration and Technical matters and such other matters as may be assigned by the Executive Chairman from time to time. Prior to this re-appointment, he was serving as the CEO & Managing Director drawing remuneration within the overall ceiling limit of ` 4, 03,857/- per month.

Mr. Atil C. Parikh, Whole-time Director designated as the Managing Director of the Company, reports to the Executive Chairman and looks after Marketing, Technical matters and Administration and such other matters as may be assigned by the Executive Chairman from time to time. Prior to this re-appointment, he was serving as the Managing Director drawing remuneration within the overall ceiling limit of ` 3,30,339/- per month.

2. Job profile and his suitability:

Mr. Chandresh S. Parikh, the Executive Chairman holds a Degree in Master of Science (Chemistry). He has played a very important role in the turnaround of the Company and has over 40 years of experience, in India and abroad, in various fields such as product development & commercialization of products developed through R & D etc. He started his career as R&D Chemist in the year 1968 with Suhrid Geigy Limited; Vadodara till 1972. Thereafter he joined in as a Chief Chemist with General Foam Products, Mombassa, Kenya in 1972 and continued with them till 1975. Thereafter he held Senior Executive positions as Technical Director and Executive Director in Banco Products (T) Ltd., Dar Es Salaam from 1975-82. As Technical Director he was in charge of Production and technical matters and as an Executive Director he was in overall charge and management of the affairs of that Company. He was a Managing Director in Aerofoam (Nigeria) Ltd., Lagoa, Nigeria during 1982-88. He came to India for the formation of 20 Microns Private Limited in 1987 and started commercial production from 1988.

Mr. Rajesh C. Parikh holds First Class Degree in Mechanical Engineering besides, Master in Business Administration. He started his career as a Trainee Engineer in Jyoti Limited for about 8 months and thereafter, associated with the Company and held, on a part time basis, few assignments for a new project to establish for China Clay. At the young age of 27, he joined the Board and was in charge of Technical Operations and Marketing of the products of the Company. His exposure to consumer industry brought in him insight for business and industry. He started taking keen interest in Administration too.

Mr. Atil C. Parikh, aged 41 years, holds a Bachelor's degree in Chemical Engineering from Gujarat University. He then began his career working as a Management Trainee with 20 Microns Limited in 1999-2000. Later, he relocated to USA and completed his MBA with Finance specialization from California. On completion of MBA, he joined a Financial Services firm, The Tax Credit Company, where he held a position of a Management Analyst in 2003 and worked for 2 years contributing to various aspects of the industry ranging from Marketing, Analysis, HR and Operations. In the year 2005, he rejoined the Company as Management Analyst. He contributed in developing certain strategies and revamping few departments within the organization. He was later on given full charge of the CNC division overlooking all the major activities within that division.

All the above Managerial Personnel have vision and farsightedness, acquired business acumen and developed other

qualities of Management which could not only lead them to greater heights, but have the potential to put the Company on a sound footing front, year on year.

3. Award/ Recognition Received

Under the leadership of Mr. Chandresh S. Parikh, Mr. Rajesh C. Parikh and Mr. Atil C. Parikh, 20 Microns Ltd. has received recognitions and awards in the preceding years.

4. Remuneration proposed:

Abstracts of terms of Managerial Remuneration payable to the Managerial Personnel are given in the subsequent paras.

5. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person:

Taking into consideration, the size of the Company, the profiles of Managerial Personnel, the responsibilities shouldered by them, the proposed remuneration is in commensurate with the remuneration packages being paid to managerial personnel working in the similar position in the industry.

6. Pecuniary relationship directly or indirectly with the company or relationship with the Managerial Personnel, if any

All the above Managerial Personnel viz. Mr. Chandresh S. Parikh, Mr. Rajesh C. Parikh and Mr. Atil C. Parikh does not have any pecuniary interest in the Company other than holding their respective offices as such and as a shareholder of the Company. Mr. Rajesh C. Parikh and Mr. Atil C. Parikh are the sons of Mr. Chandresh S. Parikh, the Executive Chairman and are Brothers.

III. OTHER INFORMATION:

Reasons of loss or inadequate profits, steps taken for improvement and expected increase in productivity:

The Board of Directors of the Company at their Board Meeting held on 24th May, 2018 approved appointment of aforementioned Managerial Personnel, subject to the approval of the Shareholders and as on that day, the Company is having sufficient profit to pay remuneration to above managerial personnel as per the provisions of Section 197 of Companies Act, 2013.

IV. DISCLOSURE

As required by the Companies Act, 2103 the information is provided under Corporate Governance Report and Board's Report, forming part of this Annual Report.

ABSTRACTS OF THE TERMS OF MANAGERIAL REMUNERATION PAYABLE TO THE MANAGERIAL PERSONNEL

1. MR. CHANDRESH S. PARIKH

Period : From 01st April, 2019 to 31st March, 2022.

Remuneration:

  • I. Basic Salary: ` 4,86,272/- per month with annual increment up to 25% in the Basic Salary as may be decided by the Nomination & Remuneration Committee and the Board of Directors of the Company from time to time.
  • II. Perquisites: 4.6% of the Basic Salary. The detailed components of the perquisites shall be worked out by the Company in consultation with Mr. Chandresh S. Parikh.
  • III. Commission: Not exceeding 1% of the Net Profit as worked out as per Section 198 of the Companies Act, 2013, for every financial year, subject to the limits stipulated in Schedule V to the Companies Act, 2013.
  • IV. Company's contribution to Provident Fund, Gratuity and such other benefits as are available to other employees of the Company as per the Company's rules.

2. MR. RAJESH C. PARIKH

Period : From 01st April, 2019 to 31st March, 2022.

Remuneration:

  • I. Basic Salary: ` 3,71,440/- per month with annual increment up to 25% in the Basic Salary as may be decided by the Nomination & Remuneration Committee and the Board of Directors of the Company from time to time.
  • II. Perquisites: 19.6% of the Basic Salary. The detailed components of the perquisites shall be worked out by the Company in consultation with Mr. Rajesh C. Parikh.
  • III. Commission: Not exceeding 0.75% of the Net Profit as worked out as per Section 198 of the Companies Act, 2013, for every financial year, subject to the limits stipulated in Schedule V to the Companies Act, 2013.
  • IV. Company's contribution to Provident Fund, Gratuity and such other benefits as are available to other employees of the Company as per the Company's rules.

3. MR. ATIL C. PARIKH

Period : From 01st April, 2019 to 31st March, 2022.

Remuneration :

  • I. Basic Salary: ` 3,03,824/- per month with annual increment up to 25% in the Basic Salary as may be decided by the Nomination & Remuneration Committee and the Board of Directors of the Company from time to time.
  • II. Perquisites: 19.6% of the Basic Salary. The detailed components of the perquisites shall be worked out by the Company in consultation with Mr. Atil C. Parikh.
  • III. Commission: Not exceeding 0.70% of the Net Profit as worked out as per Section 198 of the Companies Act, 2013, for every financial year, subject to the limits stipulated in Schedule V to the Companies Act, 2013.
  • IV. Company's contribution to Provident Fund, Gratuity and such other benefits as are available to other employees of the Company as per the Company's rules.

Re-Appointments of each of the above Managerial Personnel is for a period of 3 [three] years effective 01st April, 2019. If the tenure of their respective offices is determined by any reason whatsoever before the expiration of his term of office, they shall be entitled to compensation for loss of office in accordance with the applicable provisions of the Companies Act, 2013. The said appointments may be terminated by giving 90 [ninety] days of notice on either side or equivalent payment of salary in lieu thereof.

Subject to the overall ceiling laid down in Section 197 read with Schedule V of the Companies Act, 2013, they would be entitled to receive commission on net profits or performance linked bonus for such an amount as may be determined by the Board of Directors of the Company year after year, however, in aggregate, the Commission, salary and perquisites in any event shall not exceeds the limit laid down in said Sections of the Act.

Pursuant to Section 198(3) of the Act, read with Schedule V, as amended and subject to such approvals as may be necessary, the salary, perquisites and other emoluments may be paid as the minimum remuneration to above Managerial Personnel in absence of or inadequacy of profit in any financial year.

Item No. 8 : Commission to Non-Executive Directors of the Company :

Though day-to-day management is delegated to Executive Chairman and Managing Directors, the Non-Executive Directors play an important role of laying down policies and providing guidelines for conduct of Company's business time and again. By the valued contributions made by the Directors through their active participation in the meetings of the Board and its Committees, the Company has been progressing over the years. The rich experience of Directors in business, management and administration has led to sound decisions. The Directors are required to devote considerable time to provide and laydown the policies and guidelines to carry on the business competitively. It is appropriate that the services being rendered by them to the Company are recognized by way of remuneration.

In accordance with the provisions of Section 197 (1) (ii) (A) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, remuneration by way of commission upto 1% of the net profits may be paid to the Directors other than the Executive Chairman and Managing Directors, subject to the approval of shareholders.

Except Non-Executive Directors, none of the Directors, Whole-time Directors and Key Managerial Personnel of the Company and their relatives are not concerned or interested, financially or otherwise in the special resolution at item 8 of the Notice.

Your Directors recommend the Resolution at item no. 8 to the notice, for your approval.

Item No. 9: Approval for continuation of directorship of Mr. P.M. Shah, Non-Executive Independent Director after attaining age of seventy five year

Mr. P.M. Shah has been appointed as an Independent Director of the Company to hold the office for 5 [five] consecutive years for a term upto the conclusion of the annual general meeting of the Company to be held in the calendar year 2019.

Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) REGULATIONS, 2018, Non-Executive Director who has attained age of seventy five years shall be continued as Director subject to approval of members by passing special resolution to that effect.

Mr. Pravinchandra M. Shah is having rich and varied experience in the Industry for more than 40 years, particularly in commercial field such as Finance, Accounts, Taxation, Company Law and SEBI Matters, etc. His continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. Pravinchandra M. Shah as an Independent Director

Your Directors recommend the Resolution at item no. 9 of the notice for your approval.

Except Mr. Pravinchandra M. Shah, none of the Directors of the Company are considered to be interested in the said resolution to the extent of commission which may be paid to him.

By Order of the Board of Directors For 20 Microns Ltd.,

Place : Waghodia, Dist. Vadodara Anuja K. Muley Date : 24th May, 2018 Company Secretary

ANNEXURE TO ITEMS 2 & 5 TO 7 OF THE NOTICE

Details of Directors seeking appointment and re-appointment at the forthcoming Annual General Meeting [in pursuance of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015]

Name of the Director Mr. Chandresh S. Parikh Mr. Rajesh C. Parikh Mr. Atil C. Parikh
Director
Identification
Number
00041584 00041610 00041712
Date of Birth 06/03/1946 28/12/1971 04/09/1977
Nationality Indian Indian Indian
Date of appointment on
the Board
29/03/1988 02/07/1998 29/01/2009
Qualification Master's degree in Chemistry B.E. [Mech.] & MBA [Finance] Bachelor
in
Chemical
Engineering & MBA (Finance)
Expertise
in
specific
functional area
Production, Technical and is
in-charge of overall functions
of the Company
Marketing
&
Business
Development of Products
Finance,
Marketing
&
Operations
No of shares held in the
company
3696400 equity shares of
5/- each | 1659956 equity shares of 5/-
each
1659956 equity shares of ` 5/-
each
Relation inter-se Mr. Rajesh C. Parikh, CEO &
MD
Mr. Atil C. Parikh, Managing
Director
Mrs. Sejal R. Parikh, Non
Executive Director
Mr.
Chandresh
S.
Parikh,
Executive Chairman
Mr. Atil C. Parikh, Managing
Director
Mrs. Sejal R. Parikh, Non
Executive Director
Mr.
Chandresh
S.
Parikh,
Executive Chairman
Mr. Rajesh C. Parikh, CEO &
MD
Mrs.
Sejal
R.
Parikh,
Non
Executive Director
List
of
directorships
held
in
other
companies
20 Microns Nano Minerals
Ltd
20 Microns Nano Minerals
Limited
20
Microns
Nano
Minerals
Limited
Chairman/ Member in
the Committees of the
Boards
of
listed
companies
in
which
he/she is a Director
NIL Stakeholder Relationship &
Share Transfer Committee -
Member
Stakeholder Relationship &
Share Transfer Committee -
Member

Route Map to the AGM Venue

BOARD'S REPORT

BOARD'S REPORT

Dear Members,

The Directors have pleasure to present their 31st Annual Report and the Audited Annual Accounts for the year ended 31st March, 2018.

Financial Results

The Company's financial performance for the year ended 31st March, 2018 is summarized below:

[` in Lakhs]
Particulars 2017-18 2016-17
Total Income 39212.98 37416.78
Profit before Depreciation, Interest and Tax (PBDITA) 5579.87 5104.58
Interest for the year 2138.98 2273.88
Depreciation for the year 910.51 897.67
Profit/(Loss) before tax and Exceptional item 2530.38 1933.03
Exceptional items 150.85 -
Profit/(loss) for the year 2379.53 1933.03
Tax liability :-
Current Tax 703.86 401.55
Deferred Tax 87.64 215.54
Prior period Tax - -
Net Profit/(Loss) for the year 1588.02 1315.95

Interim Dividend

Your Company has distributed an interim dividend of Re. 0.40 per equity share of face value of INR 05 each to shareholders, who were on the register of members of the Company as on the closing hours of business on 06th December, 2017, being the record date fixed by the Board of Directors for this purpose. Interim dividend was paid on 12th December, 2017.

Final Dividend

In addition to interim dividend, your Directors are pleased to recommend a final dividend of INR 0.35 paise per equity share of face value of INR 5 each for the year ended 31 March, 2018, subject to approval of shareholders at the ensuing annual general meeting of the Company.

Final dividend, if approved by the shareholders, taken together with the interim dividend, will amount to total dividend of INR 0.75 paise per equity share for the financial year 2017-18.

State of Company's Affairs

During the year under consideration, following financial developments have taken place -

  • Revenue for the FY18 was 39212.98 Lakhs as against37416.78 Lakhs in FY17. The revenues posted registered a gradual growth since the company has been focusing on the organic growth, value added products & robust price-mix effect in all business segments.
  • For FY18 EBIDTA was at `5579.87 Lakhs with EBIDTA margin of 14.36 % marginally higher due to robust performance driven by healthy volumes and better realization, along with sale of value added products contributing higher margins.

  • The PAT for FY18 stood at 1588.02 Lakhs compare to 1315.95 Lakhs in FY17.

  • Company's debt-equity ratio came down from 1.24 in 2017 to 0.97 in 2018.
  • Net Worth of the Company is increased to 13278.06 Lakhs as on 31st March, 2018 as compared to 11731.79 Lakhs as on 31st March, 2017.

Investors Education and Protection Fund

During the year, dividend amounting to ` 29,519/- that had not been claimed by the shareholders for the year ended 31st March, 2010, was transferred to the credit of Investor Education and Protection Fund as required under Section 124 and 125 of the Companies Act, 2013. Shareholders are required to lodge their claims with the Registrar, Cameo Corporate Services Ltd., for unclaimed dividend. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31.03.2018 on the website of the Company, www.20microns.com.

Material Changes and commitments affecting financial position between the end of the financial year and the date of report

After end of fiscal year 2018, your company has entered into the settlement agreement with ASCOM Carbonate and Chemicals Manufacturing, Egypt [Supplier], who had filed winding-up petition against the Company, for recovery of USD 8,36,166 at Hon'ble High Court, Gujarat. According to the

said settlement agreement, it was agreed to pay USD 4,91,000 and your company has paid the entire amount to ASCOM. Procedure for withdrawal of cases is initiated by both the companies.

Management Discussions and Analysis

Analysis of sector-wise performance of the Company for the fiscal year 2017-18 and future outlook are given hereunder. The outlook is based on the assessment of the current business scenario and Government Policies. Any deviation to the developments – future and other – may affect the variances in the outlook.

Industry Progress & Outlook

This year witnessed some minor changes in mining regulations and royalty increases by the Rajasthan and Uttarakhand governments mainly on Talc mineral. The Rajasthan government has also taken effective steps in monitoring the movement of minerals within and outside the state to restrict illegal mineral transportation. These changes have led to an overall increase in the raw material costs. There also has been some exemplary action taken by some governments on the mineral storage. Some of the critical actions taken last year by the Rajasthan government disallowing mining activities to mines operating without Environmental Clearance (EC) Licenses leading to closure of many mines and causing price escalations and demand supply gap got stabilized this year and no such unusual action was triggered by the government. Mica recently also got under the umbrella of the royalty law and grabbed eyeballs in the industry. But overall the impact has been quite positive to restrict illegal mining by the government and creating a safe and sustainable environment for people working at the mines.

A few minor changes in the mining scenario for leasing and auction of mines have been brought into notice by the Central government. Apart from that, not many significant changes have been noticed or realized in the Industrial Minerals industry that the Company operates in. This industry still predominantly functions in an unorganized way wherein a limited players are trying to get their act through and shift their focus in an organized way segmenting them in the category in which 20 Microns operates since more than few decades. India has always been a self sufficient nation with well endowed natural mineral resources in the league of larger nations of USA, Europe and China. This industry falling under the larger Minerals & Mining sector is a significant contributor to India's GDP growth which is currently on the decline.

The Industrial Minerals sector provides the basic raw materials to the manufacturing sector and has always been considered as an important segment for the Indian economy. The mining sector has been reeling for few years now, under a lethal mix of high borrowing costs on one hand and environmental and regulatory policy paralysis on the part of the government on the other hand. But with the new government in place, who has had a brief history of bringing reforms in the mining industry, the hope has revived in the industry to bring in some major growth oriented mining and mineral development policy reforms in the next few years which should boost this industry to the next level.

Much greater emphasis is required on development of mineral deposits by way of prospecting and zero-waste mining. The Indian government does not formally define mining as a core industrial activity. Rather it is viewed as more often as an ancillary raw material industry. The mining legislation always gave accent to regulation which emphasized management of the mines rather than on exploration and development.

The future should therefore usher in an era of mineral development with socio-economic development as the focus. A significant amount of mineral potential still lying untapped could contribute enormously to the country's GDP if the challenges are overshadowed by a high flow of FDI in this sector.

The mining industry in India has however started to shape the future direction of this engagement towards an inclusive agenda for improving livelihoods of the local populace, bringing in much needed investment, job, wealth creation and government revenues.

The future therefore now lies on deployment of latest technologies as well as interpretation of geological data to its best advantage for opening up of new mines. As mineral exploration is a key to attracting investment in the mining sector, separate legislation and procedure for grant of prospecting/ exploration licenses is required.

Product wise performance -

CNC – Coating & Construction Division

The product range for CNC division includes a varied application base with the majority share lying with Paint Industry inclusive of Architectural, Industrial and Powder Coatings and a minor share with the Allied base of industries catering to Agrochemicals, Adhesives & Sealants, Construction, Oil Well Drilling, Foundry, Ceramics, Detergent, Textile and many others.

The year 2017-18 was quite challenging in itself due to the slowdown in the industrial segment as well as in the retail market especially in the second quarter of the year due to the implementing of Goods and Service Tax and despite of that, CNC division was able to manage the turnover growth of above 12% over the previous financial year. It is also remarkable to note that our growth pace has been consistently maintained in Major Paint Companies by providing them value added as well as import substitute products and even in the commodities segment, we have introduced various premium products which have given them substantial cost benefits in their product formulation.

The paint industry can easily grow at 12-13 % annually over the next few years from its current size, as the per capita consumption is increasing year on year. Considering this scenario, major paint companies have started their new lines of production during the year and also have plan to establish their newer production Units to come up with larger capacities across the country to cater the demand being generated in Tier - II & III cities, especially in the segment of Decorative Paints including exterior wall paints, interior wall paints, wood finishes and enamel and ancillary products such as primers, putties etc. Decorative paints account for over 70% of the overall paint market in India which consumes majority of the

Industrial Minerals and being a premium supplier and having a close association with the market leader of the segment, we expect good volumes of business in the near future. In the recent past we have introduced speciality mineral product which will support us to get stable growth in the future too. The other side high end pacifier prices are increasing and to control the overall costing of the finished products we have an advantage of getting good volume of our high end mineral additive which replace the costly pacifiers and expecting to get double digit growth in the segment. The awareness of the International production process are increased and by adopting the new High-end process technology, supports to produce quality paint Products not only by the major companies but also the Medium & Small scale of manufacturers and expanding their market reach in all the segments by accepting New Products which helps us to increase the volume of our Speciality Products.

In regards to the Allied based of industries, we Innovated premium quality of clay products for Ceramics & Foundry Industries which are well accepted by our clients as a value added option. The other side, Infrastructure, Packaging & Automobile Industries are growing and switching over to use the domestics products more to curtail the Import cost which supports in increasing the sales volumes of Construction Chemicals, Adhesive & Sealants and other related Industry segments.

However, as with other fields, some challenges also exists in this promising sector that can affect the growth trajectory of the segments we deals in, if not handled accordingly. For instance, the Paints industry is highly raw material-intensive and any fluctuation in the availability of raw material leads to substantial price fluctuation in paint production costs. The Pressure is on the Raw material suppliers who are undergoing tremendous pressure to maintain the cost coupled with new entrants in the market, which has resulted in the erosion of Bottom line and the challenge is going to be similar in the coming financial year.

Varied application segments covered in the CNC Division expects outperforming 2018-19 and we anticipate outgrowing our customers demand and by concentrating more towards the newer application with the best possibilities of a great mix of commodity and specialty Products.

VAD - Value Added Division

The FY 17-18 as a historic one in Indian economy and it threw immense challenges to all industries. We were also no exception. It was a" topsy turvy" year as far as industrial situation is concerned especially the second quarter of the year after implementation of GST. Just few months after the demonetisation impose by the Indian Government. The entire polymer industry has faced the ripple & this sluggish scenario achieving overall profit of about 5 % compare to last year is a stupendous achievement. Our Specialty Products has really taken care of the bottom line and in this moment of difficulties taken care of the company's profitability. Moreover our growth is homogeneous as almost in all the segments.

Paper Industry

The Indian Paper Industry estimated turnover of 35,000 crores approximately is the 15th largest century old and accounts for about 1.6% of the world's production of paper and paperboard. It provides employment to nearly 15 lakhs people and contributes 25 billion to the government. The domestic production of paper and paperboard is estimated to be 1.01 crores tons and there are about 515 paper companies engaged in the manufacture of paper and paperboards and newsprint in India. The Indian paper industry can be broadly classified into three segments:

  • 1. Printing & writing (P&W): Printing and writing segment caters to office stationary, textbooks, copier papers, notebooks etc. This segment forms ~31% of domestic paper industry.
  • 2. Packaging paper & board: Packaging paper & board fastest growing segment caters to tertiary and flexible packaging purposes in industries such as FMCG, food, pharma, textiles etc. This segment forms ~47% of the domestic paper industry.
  • 3. Newsprint: Newsprint serves the newspaper & magazines industry. This segment forms ~18% of Indian paper industry.

The paper industry now widen its horizons with the help of joint ventures/long terms contractual slurry business penetration, had thrown excellent potential for the business. Usually W&P paper industry in India consume Talc/Soap stone as major filler for their paper products mainly for writing & printing paper. From 2010 onwards & due to the closure of some TALC mines by NGT, forcing paper inductees to use Calcium carbonates instead of Talc. Due to effort of educating uses of Calcium Carbonate instead of Talc as major fillers for writing & printing paper, slowly –slowly few paper mills getting converted to use Dry Calcium Carbonate also as fillers apart from WGCC/Talc, for paper product but conversion ratio is not as fast because Calcium Carbonate price is little bit costlier than Talc fillers. However to offset the cut in margins, our special effort is towards promoting specialty product like opacifiers, Low abrasion DGCC and WGCC in Paper application which is contributing towards the positive trend in our sales pattern and resulted into substantially more profitable growth against Projection for this year.

Plastic Industry

Globally Plastic Industries most lucrative business is growing bigger by the day. Plastics – as the key material for man's progress today. Currently, the per capita consumption of Plastics in India is abysmal, at about 11 kg as against global average of 28 kg. The entire last year saw the plastic industry running at around 70% production level. Especially the quarter from July to October 2017 was worst affected due to the implementation of GST and most of the plastic processors are yet to recover from its effect. In spite of all these adverse situations, we have been able to achieve 4% increased profit compare to the last year.

PVC Pipe & Cable industry : is characterized by more than 6000 PVC pipes processors. Lack of sanitation and inadequate supply of drinking water in many regions provide notable growth opportunities for the piping industry. Wires and cables market in India is highly fragmented, with the presence of number of small and medium enterprises. The organized

sector manufactures high voltage durable cables, whereas the unorganized sector mainly captures the low voltage market, where products are mainly separated on the basis of the price. The wires and cables market is presently at its growing stage in our country and is expected to grow at the CAGR of 8.5% during FY2016-FY2020 be capturing a significant share in the upcoming years.

Polyolefin's & Eng. plastics's Compound: meansMaster-Batch/ compound application which is majorly dependent on Automotive Parts, Woven Sack and Plastic carry Bags. The Master-batch industry is experiencing a rapid growth at 11 % CAGR mostly for packaging and automotive sector. Out of a total of about 10.5 lakh MT per annum master batch production a major share of almost 5.5 lakh is contributed by filler master batch segment, followed by 2 lakh MT production of White master batch, 1.5 lakh production of color Master-batch, 80000 MT production of additive master batch and 50000 MT production of black Master-batch. In the last year master batch industry has experienced a terribly volatile market. Although the automotive segment growth was OK, the packaging segment had to face the burnt because of GST implementation and later on ban on Plastic carry bags in many states.

The other segments like those manufacturing PVC Sheet, film, profile and PU Flexible Foam,SMC/ DMC, Epoxy & Electrical Insulator and others allied Industries managed at 75 % capacity level in this year.

In spite of such a doldrums in the market we could achieve a fair growth especially due to our speciality products which are conceptual ones and highly profit making from company's point of view. Products like desiccants, opacifiers, processing additives and antiblocking agents are a big boost in our product portfolio. This paradigm shifts are posing exciting challenges and favorable opportunities, which we are addressing effectively to optimally position ourselves to secure concentrated business areas where we have clear sights of more market penetration and value addition. These efforts are kept ongoing and a separate team has been formed to promote and market above products on a consistent basis. This has opened new segment with excellent prospective for the business and made us potential for projecting profitable good growth year ahead.

Rubber, Ink, Pigment & Cosmetic Application

During 2017-18, Rubber Industries growth was marginally up compared to previous year due to favorable market conditions, main constraint was continued rate increase of Zinc Oxide and carbon black which is mainly use in rubber industries. Our Company's Rubber division took the advantage of the market scenario. We had crossed sales targets with increased profit as compared to previous fiscal. Several new products are also being developed for the partial replacement of synthetic silica and carbon black which is widely used as filler in the segment. Also company is emphasizing to focus more on value added products like Vaporlink (product which partially replaces carbon black), Wax, Zinkomer – 100% replacement of Zinc Oxide. Rubber processing and Vaporoxol series use as desiccant which are high value products can boost the sales turnover in coming

future. This year we have developed new product viz. Synsil 40T which is precipitated silica widely used in rubber application.

In year 2017-18 we have also achieved good growth in ink, Pigment & cosmetic application compare to last year.

As India is growing hub for Rubber Industry for automobile and other like industry and also getting quality natural rubber, Company is expecting good growth in our Rubber application. Company has increased dealer network to cater small and medium scale market. The same way we are expecting good growth in Ink, Pigment & cosmetic applications.

Pharma – Herbal Division

In our Pharma Division, during 2017-18, we launched " Koff Kranti" a cough syrup which is yield of sophisticated research and development of the 20 Microns team and formulated with the modern manufacturing methods and stringent quality controls. The syrup is made with traditional Ayurveda processes and right proportions of herbs like Ardusi, Tulsi, Kantakari, Sunth and many others which converted our product highly effective and acceptable in the market. Our Pharma Division is Business to Consumer Model.

Further to the above, 20 Microns Pharma Division also launched "Pain Kranti" a pain relief oil which is made with a perfect blend of pain relieving oils and herbs which first helps removing the inflammation in the effected joints and areas and then strengthen the cells to cope up with it and also helps generating new cells in that area with providing sufficient lubrication. This product has been launched in southern state, North India, Gujarat and Maharashtra and receiving remarkable responses.

With the growing popularity of Ayurveda and the present market requirement and the potential, the division has decided to go with single herb products like Ashwagandha, Karela extract, Clove extract, Curcumin, Garlic, Pomegranate etc.

All above products are now available on company's online stores, on website www.20micronsherbal.com and also available on amazon.com. Apart from online sales, sales team of pharma division is constantly creating new dealers and distributors and also approaching to Doctors for making awareness about products.

Construction & Chemicals Division

20MCC has started its commercial sales in the year 2016-17. It was first year but the good sales have been achieved with new Dealers network and proper business planning. This division is Business to Consumer Model.

20MCC has expanded its dealer's network in Gujarat at Ahmadabad, Nadiyad, Baroda, Bharuch, Surat, Bilimora, Bardoli, Valsad, Vapi and Daman.

At Madhya Pradesh we have expanded our network at Indore, Pritampur and Bhopal and nearby districts. At Rajasthan dealers have been appointed at Alwar, Tapukheda and Bhiwadi.

At present we have 87 dealers in existing market with applicators and civil contractors. Strategically, the drive for awareness was targeted from the grass-root i.e. the Masonry,

who are virtual operators in the construction & infrastructure fields. During the year, the Company conducted so many seminars; road shows; etc. in the big Cities like Vadodara, Surat, Vapi, Indore, Bhopal etc. and made aware about the Company's above products plus its effective benefits to the ultimate users.

We are also planning to add some more unique three products such as Nanotite, liquid Cracksil and Instantsil.

The above three unique products shall give us great mileage in the era of waterproofing world.

Fertilizer Division

The mineral based fertilizer, B2C Vertical, is a new venture of 20 Microns Limited. It comes from a state of art research center and technical expertise in the field of organic farming, by offering a range of mineral based fertilizer, Insecticides and Soil Conditioner to gain better yield and quality products.

20 Microns MINFERT division has launched its products in July 2017 for free trials for farmers and co-operative societies near by Baroda such as Waghodia, Savli, Padra, Jambusar, Halol, Kalol, Bodeli, Netrang, Bharuch, Surat, Ankleshwar, Anand, Kheda, Nadiyad, etc

The following products are in basket of MINFERT :

BLK: Finely blended with high concentration of mineral elements in granular form. Being in noodle form it dilutes slowly over time to give nutrients to the plants as and when required.

GBR: It is a 100 % organic product mix of selective mineral properties which enhances soil fertility. It helps to increase soil microbes and resistance power of the plant to fight against pests and diseases. It is important for overall development of the crop, better powering, fruit setting there by increases the yield.

RESKUE: It is a very effective, safe & natural insecticide. It has been proven effective against the most problematic pests such as Thrips, Plant hoppers ("Chusia"), Earwigs, Millipedes, Centipedes, Crickets, Silverfish, Mites, Beetles and other crawling pests. Reskue is the best and effective alternative to chemical insecticides.

We empower providing Expert Mineral Solution in numerous application areas for over Three decades. 20 Microns provides a sustainable solutions towards the Mineral Base Fertilizer for Organic Farming.

In future, all above grades (BLK, GBR) will be available on amazon.com for the benefit of homeowners to use in their flowerpots, gardening and small organic farming.

Exports

Excellent Opportunities ahead for Export

India has seen probably the best exports in terms of Minerals because of the low ocean freight coupled with increased demand and availability of materials. In value terms, Export to Africa and Middle East is on rise. However, export sales of 20 Microns product has increased 24% over last year. Mineral export from India is growing up sharply over few years. Minerals like Talc, Feldspar, Mica and Calcined Kaolin has seen tremendous growth.

Automation and advancement in Technology has given a great acceleration to Indian resources to compete with global Giants. YOY, it has been observed that export opening has also increased due to US dollar appreciation against Indian Rupee which becomes incitement to exporter. Environment restriction in Europe and USA for discouraging mining has actively played a role to search resources from India. Indian mineral market will have better opening since China has also put limitations on export quota for natural resources specially on Talc.

Since most of the International players has their own manufacturing facilities in India, it becomes easy for them to source and to extend approval for their global use.

Considering contemporary standing, 20 Microns accomplished to sale their products in 56 countries across the globe. In the year 2017-18, the Company has been able to encapsulate bulk business of Calcined Kaolin in Egyptian and Ethiopian markets and anticipating to initiate bulk contract in European countries for their major products which will give a very good value addition in year 2017-18. We also would like to increase sales in expanding into other application like plastics & Ceramics. We hope to manufacture Mica this year and see chance of good Exports into China and other South East Asian countries.

For Future development, company has started aggressive marketing activity by way of arranging technical meets and conferences which will help to generate more customer base across the globe.

Company is targeting around 23% growth for year 2018-19 for export sales over last year.

Mining

Your Company has been a pioneer in White Industrial Minerals and possesses mining leases having sizable mineral reserves of 51.305 Lakhs MT and 96.492 Lakhs MT and the life of the mine is more than 25 years at current capacity. The reserves shown in the table below are located in the potential mineral block.

Reserves in Mining Leases

Status as on 31.03.2018

Sr.
No.
Details of Mines Approx. Approx.
Reserves Value of the
(In Lakhs Reserves
Tons) (` In Lakhs)
1. China Clay – Mines, Bhuj,
Dist. Kutchh, Gujarat.
Area–11.89 Hector
18.775 2722.37
2. Dolomite Mine, Taluka –
Chhota Udaipur, Dist.
Vadodara, Gujarat,
Area – 6.25 Hector.
13.890 4860.75
3. Calcite Mine, Dist. Sirohi,
Rajasthan, Area – 49.25
Hector.
8.340 5002.52
4. Limestone Mines, Dist.
Tirunelveli, TamilNadu,
Area – 4.43 Hector.
10.300 4635.00
TOTAL 51.305 17220.64

Reserves in Private Owned Land

Status as on 31.03.2018

Sr.
No.
Details of Mines Approx.
(In Lakhs
Approx.
Reserves Value of the
Reserves
Tons) (` In Lakhs)
1. China Clay – Mamuara
Village, Bhuj, Dist. Kutchh,
Gujarat. Area – 25.1455
Hector
64.122 9297.69
2. Bentonite Mines, Bhuj,
Gujarat, Area 6.5 Hector
32.370 5664.20
TOTAL 96.492 14961.89

Your Company's endeavor for next five years is to make Zero Mining Waste. The processing plants will be installed to utilize all the by-products and make them saleable/marketable.

Research & Development

Research and Development (R&D) is a valuable tool for growing and improving business through which 20 Microns Limited evolve as leading mineral processing industry. R&D has task of researching scientific correlations to develop new products and processes engineering. Another task is to develop new business fields which find new area of application for proven processes.

20 Microns promotes own innovation capability not just by increasing investment in R&D budget and expanding external collaborations, but also by strengthening our internal innovation culture, which promotes fascination, creativity, willingness to experiment, customer centricity and cooperation among all application by R&D in the field of industrial mineral to perform as functional fillers and extenders for paints, plastics, paper, ink, rubber, ceramic, construction, agrochemical foundry and other applications.

Our product development team keeps consulting continuously, with existing as well as new consumers for knowing long term product and market challenges and accordingly our team initiate R & D trials.

We carry out continuous research to achieve better solutions for our customers. This work includes both the improvement of existing products and the development of new ones.

Innovative Products Developed During the Year 2017 -18

  • LC 460 Pigments AR Mica T/50T
  • FMSIL 410 Plus, 212 Plus & 312 Plus
  • Riobent 70T/70Tb & 90T Riobent 120
  • ALFR GR 30/60 SYNSIL 40T/60T

• Claywhite E • Hypermax 0425

  • Hypercilite Hyper MP 33
  • Metakrete Flow Wax
  • Flow Wax GC 10

Our Commitment to Quality

20 Microns believes and committed to ensure quality

consistency of its products and services to satisfy customers' requirement. As customers focused company, we shall be able to understand changing customer requirements time to time and continually improve our quality management system accordingly and this makes an important contribution to its long-term revenue and profitability.

20 Microns objective is to remain globally competitive by product innovation, up-gradation of technology and continual improvement in quality continues to build its reputation for quality by maintaining certification with the quality management system standard.

Human Resources

20 Microns family members are working efficiently for the growth of the company. At the Workplace the employees are both intrinsically satisfied and extrinsically encouraged. Employees are motivated not only by Monetary Benefits but also by providing Work-Life balance environment, Appraisal, Healthcare benefits, etc.

20 Microns believes in progressive HR policies that create a direct correlation between performance and reward, hence motivating our employees to exceed service excellence expectations. An integral part of this policy is to ensure that our Performance Management System is closely aligned to the values in place.

Employees are always supported to improve their skills and invest in themselves. Each one is asked for their input and which communicates respect for an individual's ideas. The strength and weakness of the employee's peers/ co-workers and the culture of the company helps to build up a clear vision to achieve common goal.

HR Department constantly works on promoting Quality as Priority matching it with World Class Standards. Employees are treated as Partners in Growth Story of the company. HR persistently works on upgrading skills of employees by providing them Training, Seminars and Workshops utilizing External and Internal sources.

Better physical and mental health promotes Healthy Work Environment. So keeping health in priority, company provides well equipped Fitness Center for all employees along with it Trained Staff to assist each one, Cardio and Strength training equipment, Fitness assessments, etc.

Regular Health check-ups along with nutrition guidance can help to keep employees in good health which in turn has a positive effect on the entire workforce, thus increasing productivity. This helps in curing problems on early stage.

Transparent and regular communication amongst peers and superiors which helps not only in individual growth but also for team growth which directly affects growth of the organization

Irrespectively economy growing or shrinking, HR always stands for Employees. A balanced work and personal life helps to enhance employee's motivation. So keeping those all factors on mind HR is constantly working on betterment of the employees.

Environment, Safety & Health

Celebrated 47th National Safety week - 4th March to 10th March 2018

The National Safety Day/Week Campaign is celebrated in all 20 MICRONS plant in India every year (organized by the Safety Dept.)

The Safety Week is a national movement carried out on an annual basis to prevent and lessen the loss of life during industrial accidents, including financial loss by availing safety, health and environment related support services.

It is celebrated with great enthusiasm to make the people aware about how to prevent industrial accidents by exhibiting widespread safety awareness programs in the 20 MICRONS.

During the whole week of campaign celebration, various activities are conducted as per the safety requirements.

Corporate level activities are conducted for the whole week during which seminars, safety messages and slogans distribution, essay competitions, safety awards distribution, banner exhibition, training programs, workshops, display of films over SHE issues are held during the campaign celebration. Safety pledge is taken by organizational employees.

Safety activities based training programs are held for the industrial staff over various topics to carry out their responsibilities. During training sessions they are taught about the testing and examination of pressure vessels, lifting machines, chemical and electrical safety, risk handling and assessment, fire control, first aid knowledge etc.

Celebrated world Environment Day on 5th June 2017

World Environment Day, also known as Eco Day, is celebrated on 5th June every year across the globe, highlighting and creating awareness regarding environmental issues. This annual event, celebrated worldwide, aims at bringing awareness among the people on a global level to protect the life nurturing Nature. 20 Microns taken step to save the environment. Protecting the environment as the responsibility too!!

  • Save water
  • Save electricity
  • Learn garbage segregation and dispose accordingly
  • Plantation of trees to develop a green belt program in company area with neighbor villages
  • Towards in building public toilets

Occupational Health Examination 2017

20 MICRONS provide his employee full body health checkup packages for every employee's continued good health. Our Annual medical checkup programs identify any symptoms of major illness and also pinpoint potential areas of risk so as to prevent future health problems, thus lower the cost of future medical expenses. Our goal is to encourage employee for a longer and healthier life. Today's fast paced, stressful lifestyle affects our health is precious commodity. Regular health checkup is answer to this problem.

Regular annual medical examinations are a routine practice at several plants. Approximately about 435 and above member included for staff members and contract members from all branches.

Cautionary Authority Statement

Statements in this Management Discussions and Analysis Report describing the Company's objectives, estimates and expectations may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

Fixed Deposits

The Company has started accepting the deposits only from the shareholders of the company pursuant to the provisions of Companies Act, 2013 and Rules made thereunder. The said Scheme was approved by you at your Extra-ordinary General

Meeting held on 24th May, 2014 and amended in Annual General Meeting held on 23rd September, 2016 and 22nd September, 2017.

As on 31.03.2018, Fixed Deposits from Shareholders stood at the total of 2269.00 Lakhs. Deposits amounting to 1385.40 Lakhs are due for repayment on or before 31.03.2019.

The company has not made any default in repayment of deposits or interest due thereon.

The Company is liable to comply with the provisions relating to acceptance of deposits under the Companies Act, 2013 and Rules made there-under and any amendments made from time to time.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS – 21) on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries, Joint Ventures & Associates

As on 31st March, 2018, we have 05 [five] subsidiaries viz. 20 Microns Nano Minerals Ltd., Silicate Minerals [I] Private Limited, 20 Microns FZE, 20 Microns SDN BHD. & 20 Microns Vietnam Ltd. During the year, the Board of Directors (the Board) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, statement in the prescribed format AOC-1 is appended as Annexure A to the Board's Report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on our website www.20microns.com. These documents will also be available for inspection during business hours at our registered office at Waghodia, Vadodara.

Directors' Responsibility Statement

The Directors report that :

  • i) In the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same.
  • ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2018 and of the profit of the Company for the year ended on that date.
  • iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

  • iv) The Directors have prepared the annual accounts on a going concern basis.

  • v) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
  • vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

General Shareholders Information

General Shareholder Information is given in the Report on Corporate Governance forming part of this Annual Report.

Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure B to the Board's Report.

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, we have to state that since there are no employees falling within the purview of the said requirements, the same has not been annexed herewith.

Corporate Governance

As required by Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance is given as a part of this Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors' Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

Secretarial Standards

Your company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India.

Secretarial Audit

Secretarial Audit Report as per the Section 204 of Companies Act 2013 is placed as annexure to this report. No adverse comments have been made in the said report by the Practicing Company Secretary.

Cost Audit Compliances

The Company had appointed M/s Y.S. Thakar and Co., Cost Accountants, to audit its cost accounting records relating to Mining and Metallurgy of ferrous and non-ferrous metals for the financial year 2017-18. The Cost Audit Report submitted by M/s Y.S. Thakar and Co. for the financial year 2017-18 is clean and there are no qualifications in their Report. The Cost Audit Report was filed with Ministry of Corporate Affairs on 25th December, 2017.

Related Party Transactions

Particulars of transactions with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed in Annexure C hereto.

Extracts of Annual Return and Other Disclosures under Companies [Appointment and Remuneration] Rules, 2014

The Extract of Annual Return in form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management and Administration) Rules, 2014 is annexed in Annexure D hereto and forms part of this report.

Particulars of Loan, Guarantees or Investments

Loans, guarantee and investment covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

Information as per Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure E forming part of this report.

Risk Management Implementation

The Company operates in a competitive environment and is generally exposed to various risks at different times such as technological risks, business risks, operational risks, financial risks etc. The Board of Directors and Audit Committee of Directors of the Company periodically review the Risk of the Company so that the Management controls the risk through properly defined network. The Company has a system based approach to business risk management backed by strong internal control systems.

A range of responsibilities from strategy to the operations is specified. A strong independent internal audit function at the corporate level carries out risk focused audits across all businesses enabling identification of areas where risk management processes may need to be improved. The Board reviews internal audit findings and provide strategic guidance on internal control, monitors internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented. The combination of policies and procedures adequately addresses the various risks associated with your company's businesses.

Corporate Social Responsibility

As the part of the CSR activities, many juvenile diabetic camps were organized and distributed free Insulin, Glucometer, testing kit etc. Also to educate them with their diabetes, our company organized "Juvenile diabetes week" and a part of it, many juvenile diabetic children were invited to participate in "Daily Bonus Show" which was telecasted on TV - "Colors - Gujarati."

During the year 2017-18, to make the better life of Juvenile diabetes children, 20 Microns Diabetes centre initiated educational camps, lectures and regular check up programs.

Internal Finance Control System Adequacy

The Company has established proper and adequate system of internal control to ensure that all resources are put to optimum use and are well protected against loss and all transactions are authorized, recorded and reported correctly and there is proper adherence to policies and guidelines, processes in terms of efficiencies and effectiveness. The Company's internal control systems are supplemented by an extensive program of internal audit by an independent firm.

All the transactions are conducted using the IT interface and the business processes are further audited by internal auditors.

The Company's internal control systems are also periodically tested and certified by the internal auditors. The Audit Committee constituted by the Board constantly reviews the internal control systems.

Directors and Key Managerial Personnel

In accordance with the Articles of association of the Company, Mr. Atil C. Parikh, Managing Director, retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

The Board has appointed Mrs. Sejal R. Parikh as an Additional Director in the category of Non Executive Non Independent Woman Director w.e.f. 4th May, 2017. Mrs. Sejal Parikh was regularized and appointed as Director with approval of shareholders at their annual general meeting held on 22nd September, 2017.

During the year, Mr. Sudhir R. Parikh resigned as the Director in the category of Non – Executive and Non – Independent Director w.e.f. 04.05.2017 due to his non-availibility in the country. Mrs. Darsha Kikani also resigned as an Independent [Woman] Director w.e.f. 04.05.2017 due to her preoccupations as the Practicing Company Secretary. The Board appreciated and taken note of the extensive support and guidance received during their tenure as Directors in the respective categories.

Mr. Chandresh S. Parikh, Mr. Rajesh C. Parikh and Mr. Atil C. Parikh were re-appointed for a period of 3 years effective from 1st April, 2016 as the Executive Chairman, Chief Executive Officer & Managing Director & Managing Director of the Company by the shareholders of the Company by way of passing respective special resolutions at the Annual General Meeting held on 25.09.2015. The term of their respective offices, therefore, would expire on 31st March, 2019. The aforesaid Managerial Personnel are reappointed by Board of Directors of the company at their Meeting held on 24th May, 2018 subject to approval of shareholders. The material terms of their re-appointments are stated in the Explanatory Statement at Items No. 5 to 7 of the Notice of the Annual General Meeting.

The Company has set criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors. The note on familiarization program to Independent Directors is available on the website of the Company www.20microns.com.

The Company has also prepared a Remuneration Policy for the Directors, Key Managerial Personnel and Senior

Management Employees which is also available on the website of the Company www.20microns.com.

None of the Directors of the Company is disqualified under Section 164(2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors' Report.

In accordance with provisions of Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015), Mr. Pravinchandra Shah, Mr. Ramkisan Devidayal, Mr. Atul Patel and Dr. Ajay Ranka have given a declaration to the Company that they meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013.

The composition of the Board/Committee, meetings of the Board held during the year and the attendance of the Directors thereat have been mentioned in the Report on Corporate Governance in this Annual Report.

Auditors

A. Statutory Auditors

The Company's Auditors, M/s. J.H. Mehta & Co., Chartered Accountants, have been appointed for a period of 5 [five] years from the 30th AGM till the 35th AGM. Pursuant to the provisions of Companies (Amendment) Act, 2017, requirement of ratification of appointment of auditors to be made by shareholders in each subsequent annual general meetings, has been omitted and the said provisions are came into effect by MCA Notification dated 07th May, 2018. M/s. J.H. Mehta & Co., Chartered Accountants satisfies the criteria for eligibility and qualification of auditor as provided under Section 141 of the Companies Act, 2013.

During the year under review, the Auditors' have not made any adverse remark.

B. Internal Auditors

The Company has reappointed M/s. N C Vaishanav and Co., M/s. P Mani and Co. and M/s. Deopura and Associates, Chartered Accountants as the Internal Auditors of the Company for the F.Y. 2018-19, for the Western & Eastern Region, South Region and North Region, respectively.

C. Cost Auditors

The Company has reappointed M/s Y.S. Thakar and Co. as the Cost auditor for the financial year 2018-19 to conduct cost audit of its cost records pertaining to the products falling under the product categories – Mining and Metallurgy of ferrous and non-ferrous metals. M/s Y.S. Thakar and Co. are appointed on a remuneration of ` 75,000 plus service tax and out of pocket expenses. The Company is seeking the ratification of the Shareholders for the remuneration to be paid to M/s Y.S. Thakar and Co. vide Resolution No. 4 of the Notice of the Annual General Meeting.

D. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company had appointed M/s. J.J. Gandhi and Co., Company Secretaries, as the Secretarial Auditor of the Company for the year 2017-18 to conduct secretarial audit and to ensure compliance by the Company with various Acts applicable to the Company. The Secretarial Audit Report for the financial year 2017- 18 issued by M/s. J.J. Gandhi and Co. is annexed to this Report. There are no qualifications or adverse remarks in their Report.

Significant and Material Orders

There are no significant and material orders passed by the regulator or courts or tribunal impacting the going concern status and Company's operations in future.

During the year, SEBI vide its letter no. EAD-12/HO/SM/PR/ 4930/4 /2018 dated February 14, 2018 provided the Company, an order passed by an Adjudication Officer, wherein the company needs to pay 2,00,000/- ( Two Lakhs only) for non-adhering the provision of the Listing Agreement.

DISCLOSURES

CSR Committee of Directors

The Board has constituted a Corporate Social Responsibility (CSR) Committee of Directors as per the provisions of Section 135 of the Companies Act, 2013. The functions of the CSR Committee are to:

  • (a) Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act;
  • (b) Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
  • (c) Monitor the CSR policy of the Company from time to time.

The members of the CSR Committee of Directors, upto 24th May, 2017, were Mr. Chandresh S. Parikh, Mr. Pravinchandra M. Shah and Mr. Sudhir R. Parikh. With effect from 25th May, 2017, Mr. Chandresh S. Parikh, Mr. P.M. Shah and Mrs. Sejal R. Parikh are the members of the CSR Committee of Directors.

Mr. Chandresh S. Parikh is the Chairman of the CSR Committee. Mr. Pravinchandra M. Shah is the independent Director on the CSR Committee.

The Board has also framed a CSR Policy for the Company, on the recommendations of the CSR Committee. The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Company's CSR Policy, total amount to be spent under CSR for the financial year and details of amount spent on CSR during the year is set out at Annexure – F forming part of this Report.

Audit Committee of Directors

The Company has an Audit Committee in place, constituted as per the provisions of Section 177 of the Companies Act, 2013. The members of the Audit Committee, its terms of reference, the meetings of the Audit Committee and attendance thereat of the members of the Committee is mentioned in the

Corporate Governance Report under the appropriate heading.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

The Whistle Blower Policy of the Company provides a mechanism for employees / Board Members and others to raise good faith concerns about violation of any applicable law/ Code of Conduct of the Company, gross wastage or misappropriation of funds, substantial or specific danger to public health and safety, abuse of authority or unethical behaviour and to protect the individuals who take such actions from retaliation or any threat of retaliation and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time.

The policy of vigil mechanism may be accessed on the Company's website www.20microns.com

Prevention of Sexual Harassment at Workplace

The Company has adopted a policy with the name "Policy on Prevention of Sexual Harassment at Workplace". The policy is applicable for all employees of the organization, which includes corporate office, branches, depots and manufacturing locations etc. The said policy is available on company's website www.20microns.com.

A Complaints Committee has also been set up to redress complaints received on sexual harassment as well as other forms of verbal, physical, written or visual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment.

Meeting of the Board of Directors

05 [Five] meetings of Board of Directors were held during the year. For further details, please refer Report on Corporate Governance annexed to this Annual Report.

Acknowledgement

Your Directors wish to express their grateful appreciation for the co-operation and support received from customers, vendors, shareholders, banks, regulatory authorities and the society at large.

Deep appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Company's consistent growth would not have been possible, despite the challenging environment.

For and on behalf of the Board of Directors

Chandresh S. Parikh Executive Chairman

Place : Waghodia, Vadodara Date : 24th May, 2018

Annexure A

PART A - Statement containing the salient features of the financial statements of subsidiaries

[pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014]

AOC-1

(` In Lakhs)

Sr.
No.
Name of
Subsidiary
Financial
Period
Ended
Excha
nge
Rate
in `
Share
capital
Reserves
and
Surplus
Total
Assets
Total
Liabilities
(excluding
Share
capital and
Reserves
and
Surplus)
Invest
ments
Turnover Profit/
(Loss)
before
taxation
Provisi
ons for
taxation
Profit/
(Loss)
after
taxation
% of
share
holding
1 20 Microns
Nano
Minerals
Ltd
31.03.2018 N.A 897.00 1704.43 4099.71 1498.28 0.23 384.93 435.57 102.44 333.14 97.21%
2 20 Microns
FZE
31.03.2018 17.55 26.60 64.90 172.99 81.48 - 310.88 11.83 - 11.83 100%
3 20 Microns
SDN BHD
31.03.2018 15.57 60.68 222.78 378.32 94.86 - 774.51 63.87 17.14 46.73 100%
4 20 Microns
Vietnam
31.03.2018 0.00286 25.96 -13.99 46.10 34.12 - 106.24 -13.99 - -13.99 100%
5 Silicate
Minerals ( I)
Pvt. Ltd.
31.03.2018 N.A 1.253 -8.00 83.24 89.99 - 0.15 -5.8 0 -5.8 100%

Note :

  1. The Company has not liquidated or sold any of its subsidiary companies during FY 2017-18

PART B - Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

The Company is not having any Associate Company or Joint Venture Company as on 31st March, 2018.

For and on behalf of the Board of Directors of 20 Microns Ltd.

Place : Waghodia, Vadodara Executive Chairman Chief Executive Officer and Date : 24th May, 2018 Managing Director

(Chandresh Parikh) (Rajesh C. Parikh)

Annexure – B : Particulars of Employees

  • 1. Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
  • (i) The ratio of the remuneration of each Director to the Median Remuneration of the Employees of the Company for the Financial Year 2017-18 and
  • (ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief executive Officer, Company Secretary or Manager, if any, in the Financial Year.
Sr.
No.
Name of Director / KMP and
Designation
Remuneration*
of Director / KMP
for Financial Year
2017-18
(` in Lacs)
% increase in
Remuneration
for the Financial
Year
2017-18
Ratio of
Remuneration of
each Director/KMP
to the Median
Remuneration of
Employees
1 Mr. Chandresh S. Parikh Executive
Chairman
55.77 8 5.02
2 Mr. Rajesh C. Parikh
CEO & Managing Director
49.04 8 5.71
3 Mr. Atil C. Parikh
Managing Director
40.42 8 6.93
4 Mrs. Sejal R. Parikh**
Non-Executive Director
0.8 NA 350
5 Mr. Pravinchandra M. Shah
Non-Executive Independent Director
3.25 130 86.15
6 Mr. Ramkisan A. Devidayal
Non-Executive Independent Director
5.75 250 48.69
7 Mr. Atul H. Patel
Non-Executive Independent Director
2.85 211 98.24
8 Dr. Ajay I. Ranka
Non-Executive Independent Director
1.95 260 143.59
9 Mr. Narendrakumar R. Patel
Chief Financial Officer
29.64 8 9.44
10 Mrs. Anuja K. Muley
Company Secretary
10.04 8 27.88

* Remuneration paid to Whole Time Directors and KMP includes incentive paid during the year

** Mrs. Sejal R. Parikh was appointed as Director w.e.f. 04th May, 2017.

Remuneration for the purpose of the computation above, in the case of Executive Chairman, CEO & MD and MD, is considered as the income earned during the financial year 2017-18 without considering contribution to provident fund and other perquisites.

The Median Remuneration of Employee (MRE) including Whole Time Directors (WTDs) was ` 279956/- in fiscal 2018. The increase in MRE (including WTDs) in fiscal 2018, as compared to fiscal 2017 is 10.72%.

The number of permanent employees on the rolls of the Company as of March 31, 2018 and March 31, 2017 was 410 and 378 respectively. The aggregate increase in salary for WTDs and other KMPs was 8.00% in fiscal 2017-18 over fiscal 2016-17. The rise in remuneration is made as per Remuneration Policy of the Company. During the fiscal 2017-18, no employee received remuneration in excess of the highest-paid director.

During the FY 2017-18, the Non-Executive Independent Directors had been paid the Commission, within the limit as specified in the provisions of Companies Act, 2013.

  • 2. Information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Board's Report for the year ended on March 31, 2018.
  • a. Details of Top ten employees in terms of gross remuneration paid during the year ended March 31, 2018:
Sr. Name of Director / KMP and Remuneration* % increase in Ratio of
No. Designation of Director / KMP Remuneration Remuneration of
for Financial Year for the Financial each Director/KMP
2017-18
(` in Lakhs)
Year
2017-18
to the Median
Remuneration of
Employees
1 Mr. Chandresh S. Parikh Executive 55.77 8 5.02
Chairman
2 Mr. Rajesh C. Parikh 49.04 8 5.71
CEO & Managing Director
3 Mr. Atil C. Parikh 40.42 8 6.93
Managing Director
4 Mrs. Sejal R. Parikh** 0.8 NA 350
Non-Executive Director
5 Mr. Pravinchandra M. Shah 3.25 130 86.15
Non-Executive Independent Director
6 Mr. Ramkisan A. Devidayal 5.75 250 48.69
Non-Executive Independent Director
7 Mr. Atul H. Patel 2.85 211 98.24
Non-Executive Independent Director
8 Dr. Ajay I. Ranka 1.95 260 143.59
Non-Executive Independent Director
9 Mr. Narendrakumar R. Patel 29.64 8 9.44
Chief Financial Officer
10 Mrs. Anuja K. Muley 10.04 8 27.88
Company Secretary

b. During the year, none of the employee was in receipt of remuneration in the aggregate, above one crore and two lakh rupees;

c. During the year, none of employee who was appointed for part of year, was in receipt of remuneration, for that part of year, at a rate which, in the aggregate, was more than eight lakh and fifty thousand rupees per month;

d. During the year, none of employee was in receipt of remuneration, in the aggregate, at a rate which, in excess of remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, more than two percent of the equity shares of the company.

For and on behalf of the Board of Directors of 20 Microns Ltd.

Place : Waghodia, Vadodara Executive Chairman Chief Executive Officer and Date : 24th May, 2018 Managing Director

(Chandresh Parikh) (Rajesh C. Parikh)

Annexure C - Particulars of Transactions made with related parties

[Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]

AOC -2

This form pertains to the disclosure of particulars of transactions entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the companies Act, 2013.

Details of transactions not at arm's length basis

There were no transactions entered into during the year ended March 31, 2018, which were not at arm's length basis.

Details of transactions at arm's length basis

The details of transactions at arm's length basis for the year ended March 31, 2018 are as follows-

Name of Related Party Nature of Type of Duration of Salient Terms* Amount
relationship Transaction Contract (` In Lakhs)
20 Microns NANO Minerals
Ltd.
Subsidiary Sale of Materials Not Applicable Not Applicable 502.53
20 Microns NANO Minerals
Ltd.
Subsidiary Rent Received Not Applicable Not Applicable 59.17
20 Microns NANO Minerals
Ltd.
Subsidiary Royalty Received Not Applicable Not Applicable 77.94
20 Microns NANO Minerals
Ltd.
Subsidiary Purchase of
material
Not Applicable Not Applicable 192.67
20 Microns NANO Minerals
Ltd.
Subsidiary Rent Paid Not Applicable Not Applicable 10.16
20 Microns Foundation Trust Trust managed by
Company
Donation Not Applicable Not Applicable 13.07
Mrs. Sejal R. Parikh Director Rent Paid Not Applicable Not Applicable 6.45
Silicate Minerals India Pvt. Ltd. Subsidiary Sales of Materials Not Applicable Not Applicable 61.16
Silicate Minerals India Pvt. Ltd. Subsidiary Rent Income Not Applicable Not Applicable 5.90

* Appropriate approvals have been taken for related party transactions.

For and on behalf of the Board of Directors of 20 Microns Ltd.

Place : Waghodia, Vadodara Executive Chairman Chief Executive Officer and Date : 24th May, 2018 Managing Director

(Chandresh Parikh) (Rajesh C. Parikh)

Annexure D : Extract of Annual Return

Form No. MGT – 9

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:
1. CIN L99999GJ1987PLC009768
2. Registration Date 29.06.1987
3. Name of the Company 20 Microns Limited
4. Category / Sub-Category of the Company Public Company Limited by Shares
5. Address of the Registered office and contact details 9/10, GIDC Industrial Estate, Waghodia, Dist. Vadodara
(Gujarat)
Phone No. – 02668 – 292297
Email: [email protected]
Website: www.20microns.com
6. Listed company Yes
BSE Ltd. (BSE) – 533022
National Stock Exchange of India Ltd. (NSE) –
20MICRONS
7. Name, Address and Contact details of Registrar and
Transfer Agent
CAMEO CORPORATE SERVICES LTD.
"Subarmanian Building", No. 1, Club House Rd.,
CHENNAI - 600 002.
Tel : 044 - 28460390 / 395

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr.
No.
Name and Description of main products /
services
NIC Code of the Product/
service
% to total turnover of the
company
1 Calcium Carbonate 08107 42.17
2 China Clay 08108 27.26
3 Talc 08998 11.04
4 Specialty Chemicals 20116 10.00

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr.
No.
Name and Address of the
Company
CIN/GLN Holding/Subsidiary
/Associate
% of shares
Held
Applicable
Section
1 20 Microns Nano Minerals Ltd.
9/10, GIDC Industrial Estate,
Waghodia – 391760 Dist.
Vadodara
U15543GJ1993PLC020540 Subsidiary 97.21% 2(87)
2 20 Microns FZE
P.O.Box :120194 SAIF Zone,
Sharjah, UAE
NA Subsidiary 100% 2(87)
3 20 Microns SDN BHD
No: 808A , Jalan Raja Dr. Nazrin
Shah, Taman Chandan Desa,
Simpang Pulai, 31300, Ipoh,
Perak, Malaysia
NA Subsidiary 99.999% 2(87)
4 20 Microns Vietnam Company
8th floor, Multi-purpose Building,
169 Nguyen Ngoc Vu Street,
Trung Hoa Ward, Cau Giay
District, Hanoi, Vietnam
NA Subsidiary 100% 2(87)
5 Silicate Minerals (I) Pvt. Ltd.
347, GIDC Industrial Estate,
Waghodia-391760, Dist. Vadodara
U74140GJ1997PTC031829 Subsidiary 100% 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Share Holding

Category
Code &
No. of shares held at the beginning of the year No. of shares held at the end
of the year
%
Change
Category of
Shareholders
Dem at Physical Total % of
Total
s ha re s
Dem at Physical Total % of
Total
s ha re s
during
the year
A. SHAREHOLDING
OF PROMOTER
ANDPROMOTER
GROUP
1. INDIAN
a. INDIVIDUALS/
HINDU UNDIVIDED
FAMILY
7381002 0 7381002 20.9173 7050312 0 7050312 19.9801 -0.9371
b. CENTRAL
GOVERNMENT/
STATE
GOVERNMENT(S)
0 0 0 0.0000 0 0 0 0.0000 0.0000
c. BODIES
CORPORATE
8250235 0 8250235 23.3807 8250235 0 8250235 23.3807 0.0000
d. FINANCIAL
INSTITUTIONS/
BANKS
0 0 0 0.0000 0 0 0 0.0000 0.0000
e. ANY OTHER
SUB - TOTAL (A)(1) 15631237 0 15631237 44.2980 15300547 0 15300547 43.3609 -0.9371
2. FOREIGN
a. INDIVIDUALS
(NON-RESIDENT
INDIVIDUALS/
FOREIGN
INDIVIDUALS)
0 0 0 0.0000 0 0 0 0.0000 0.0000
b. BODIES
CORPORATE
0 0 0 0.0000 0 0 0 0.0000 0.0000
c. INSTITUTIONS 0 0 0 0.0000 0 0 0 0.0000 0.0000
d. QUALIFIED
FOREIGN INVESTOR
0 0 0 0.0000 0 0 0 0.0000 0.0000
e. ANY OTHER
SUB - TOTAL (A)(2)
TOTAL SHARE
HOLDING OF
PROMOTER AND
PROMOTER
GROUP (A) =
(A)(1)+(A)(2)
0
15631237
0
0
0
15631237
0.0000
44.2980
0
15300547
0
0
0
15300547
0.0000
43.3609
0.0000
-0.9371
B. PUBLIC
SHAREHOLDING
1. INSTITUTIONS
a. MUTUAL FUNDS/
UTI
0 0 0 0.0000 0 0 0 0.0000 0.0000
b. FINANCIAL
INSTITUTIONS/
BANKS
12067 0 12067 0.0341 131398 0 131398 0.3723 0.3381
c. CENTRAL
GOVERNMENT/
STATE
GOVERNMENT(S)
0 0 0 0.0000 0 0 0 0.0000 0.0000
Category
code
No. of shares held at the beginning
of the year
No. of shares held at the end
of the year
%
Change
Dem at Physical Total % of
Total
s ha re s
Dem at Physical Total % of
Total
s ha re s
during
the year
d. VENTURE
CAPITAL FUNDS
0 0 0 0.0000 0 0 0 0.0000 0.0000
e. INSURANCE
COMPANIES
0 0 0 0.0000 0 0 0 0.0000 0.0000
f. FOREIGN
INSTITUTIONAL
INVESTORS
0 0 0 0.0000 0 0 0 0.0000 0.0000
g. FOREIGN
VENTURE CAPITAL
INVESTORS
0 0 0 0.0000 0 0 0 0.0000 0.0000
h. QUALIFIED
FOREIGN INVESTOR
0 0 0 0.0000 0 0 0 0.0000 0.0000
i. ANY OTHER
SUB - TOTAL (B)(1) 12067 0 12067 0.0341 131398 0 131398 0.3723 0.3381
2. NON
INSTITUTIONS
a. BODIES
CORPORATE
6765371 0 6765371 19.1726 6172485 0 6172485 17.4924 -1.6802
b. INDIVIDUALS -
I INDIVIDUAL
SHAREHOLDER
SHOLDING NOMINAL
SHARE CAPITAL
UPTO RS. 1 LAKH
4875518 20496 4896014 13.8750 5726322 12996 5739318 16.2649 2.3898
II INDIVIDUAL
SHAREHOLDER
SHOLDING NOMINAL
SHARE CAPITALIN
EXCESS OF RS. 1
LAKH 4736332 0 4736332 13.4225 4772527 0 4772527 13.5250 0.1025
c. QUALIFIED
FOREIGN INVESTOR
0 0 0 0.0000 0 0 0 0.0000 0.0000
d. ANY OTHER
CLEARING MEMBERS
DIRECTORS AND
22297 0 22297 0.0631 87771 0 87771 0.2487 0.1855
THEIR RELATIVES 832200 0 832200 2.3584 597862 0 597862 1.6943 -0.6641
HINDU UNDIVIDED
FAMILIES
463121 1 463122 1.3124 619111 1 619112 1.7545 0.4420
NON RESIDENT
INDIANS
1243246 684410 1927656 5.4628 1364416 500860 1865276 5.2860 -0.1767
TRUSTS 206 0 206 0.0005 206 0 206 0.0005 0.0000
2561070 684411 3245481 9.1975 2669366 500861 3170227 8.9842 -0.2132
SUB - TOTAL (B)(2) 18938291 704907 19643198 55.6677 19340700 513857 19854557 56.2667 0.5989
TOTAL PUBLIC
SHAREHOLDING
(B) = (B)(1)+(B)(2)
TOTAL (A)+(B)
18950358
34581595
704907
704907
19655265
35286502
55.7019
100.0000
19472098
34772645
513857
513857
19985955
35286502
56.6390
100.0000
0.9371
0.0000
C.
SHARES HELD
BYCUSTODIANS
AND AGAINST
Category
Code &
Category of
No. of shares held at the beginning
of the year
No. of shares held at the end
of the year
Shareholders Dem at Physical Total % of
Total
s ha re s
Dem at Physical Total % of
Total
s ha re s
during
the year
WHICH DEPOSITORY
RECEIPTSHAVE
BEEN ISSUED
Promoter and
Promoter Group
0 0 0 0.0000 0 0 0 0.0000 0.0000
Public 0 0 0 0.0000 0 0 0 0.0000 0.0000
TOTAL
CUSTODIAN (C)
0 0 0 0.0000 0 0 0 0.0000 0.0000
GRAND TOTAL
(A)+(B)+(C)
34581595 704907 35286502 100.0000 34772645 513857 35286502 100.0000 0.0000

(ii) Shareholding of Promoters

Shareholder's
Name
Shareholding at the beginning Shareholding at the end % change
in
No of
shares
% of total
shares
of the
company
% of shares
pledged /
encumbered
to total
shares
No of
shares
% of total
shares
of the
company
% of shares
pledged /
encumbered
to total shares
share
holding
during the
year
CHANDRESH S PARIKH
JT1 : ILABEN PARIKH
3085402 8.7438 8.7438 3085402 8.7438 8.7438 0.0000
ERIEZ INDUSTRIES
PRIVATE LIMITED
2966430 8.4066 4.3932 2966430 8.4066 4.3932 0.0000
ERIEZ FINANCE AND 0.0000
HAVING SAME PAN
INVESTMENT LIMITED 2516411 7.1313 0.0000 2516411 7.1313 0.0000 0.0000
PARIKHJ
T1 : SEJAL RAJESH
PARIKH
1100000 3.1173 3.1173 1100000 3.1173 3.1173 0.0000
ATIL CHANDRESH
PARIKH
0.0000
RAJESH C PARIKH
JT1 : CHANDRESH S
0.0000
0.0000
0.1870
ATIL CHANDRESH
PARIKH
JT1 : CHANDRESH S
0.0000
SUDHIR RAMESHKANT
PARIKH
JT1 : DHARMISTHA
-0.0359
No.
HAVING SAME PAN
INVESTMENT LTD
ERIEZ FINANCE AND
RAJESH CHANDRESH
JT1 : PURVI ATIL PARIKH
PARIKH
CHANDRESH S PARIKH
HAVING SAME PAN
CHANDRESH S PARIKH
PARIKH
SUDHIR PARIKH
2767394
1100000
559956
544998
0
484862
334946
7.8426
3.1173
1.5868
1.5444
0.0000
1.3740
0.9492
of the year
0.0000
3.1173
1.5868
1.5444
0.0000
1.3740
0.0000
2767394
1100000
559956
544998
66000
484862
322275
7.8426
3.1173
1.5868
1.5444
0.1870
1.3740
0.9133
of the year
0.0000
3.1173
1.5868
1.5444
0.0000
1.3740
0.0000
Sl
No.
Shareholder's
Name
Shareholding at the beginning
of the year
Shareholding at the end
of the year
% change
in
No of
shares
% of total
shares
of the
company
% of shares
pledged /
encumbered
to total
shares
No of
shares
% of total
shares
of the
company
% of shares
pledged /
encumbered
to total shares
share
holding
during the
year
9 PARIKH ATIL
CHANDRESH
JT1 : ILABEN PARIKH 75094 0.2128 0.2128 75094 0.2128 0.2128 0.0000
10 SUDHIR RAMESHKANT
PARIKH 61744 0.1749 0.0000 61744 0.1749 0.0000 0.0000
11 ILABEN PARIKH 34000 0.0963 0.0000 34000 0.0963 0.0000 0.0000

(iii) Change in Promoters' Shareholding

Sl
No.
Name of the Share holder Shareholding at the
beginning of the year
Cumulative Shareholding
during the year
No of
shares
% of total
shares of
the company
No of
shares
% of total
shares of
the company
1 CHANDRESH S PARIKH
JT1 : ILABEN PARIKH
At the beginning of the year 01-Apr-2017 3085402 8.7438 3085402 8.7438
At the end of the Year 31-Mar-2018 3085402 8.7438 3085402 8.7438
2 ERIEZ INDUSTRIES PRIVATE LIMITED
At the beginning of the year 01-Apr-2017 2966430 8.4066 2966430 8.4066
At the end of the Year 31-Mar-2018 2966430 8.4066 2966430 8.4066
HAVING SAME PAN
2 ERIEZ FINANCE AND INVESTMENT LTD
At the beginning of the year 01-Apr-2017 2767394 7.8426 2767394 7.8426
At the end of the Year 31-Mar-2018 2767394 7.8426 2767394 7.8426
HAVING SAME PAN
2 ERIEZ FINANCE AND INVESTMENT LIMITED
At the beginning of the year 01-Apr-2017 2516411 7.1313 2516411 7.1313
At the end of the Year 31-Mar-2018 2516411 7.1313 2516411 7.1313
3 RAJESH CHANDRESH PARIKH
JT1 : SEJAL RAJESH PARIKH
At the beginning of the year 01-Apr-2017 1100000 3.1173 1100000 3.1173
At the end of the Year 31-Mar-2018 1100000 3.1173 1100000 3.1173
4 ATIL CHANDRESH PARIKH
JT1 : PURVI ATIL PARIKH
At the beginning of the year 01-Apr-2017 1100000 3.1173 1100000 3.1173
At the end of the Year 31-Mar-2018 1100000 3.1173 1100000 3.1173
5 RAJESH C PARIKH
JT1 : CHANDRESH S PARIKH
At the beginning of the year 01-Apr-2017 559956 1.5868 559956 1.5868
At the end of the Year 31-Mar-2018 559956 1.5868 559956 1.5868
6 CHANDRESH S PARIKH
At the beginning of the year 01-Apr-2017 544998 1.5444 544998 1.5444
At the end of the Year 31-Mar-2018 544998 1.5444 544998 1.5444
HAVING SAME PAN
Sl
No.
Name of the Share holder Shareholding at the
beginning of the year
Cumulative Shareholding
during the year
No of
shares
% of total
shares of
the company
No of
shares
% of total
shares of
the company
6 CHANDRESH S PARIKH
At the beginning of the year 01-Apr-2017 0 0.0000 0 0.0000
Purchase 25-Aug-2017 76000 0.2153 76000 0.2153
Sale 22-Sep-2017 -10000 0.0283 66000 0.1870
At the end of the Year 31-Mar-2018 66000 0.1870 66000 0.1870
7 ATIL CHANDRESH PARIKH
JT1 : CHANDRESH S PARIKH
At the beginning of the year 01-Apr-2017 484862 1.3740 484862 1.3740
At the end of the Year 31-Mar-2018 484862 1.3740 484862 1.3740
8 SUDHIR RAMESHKANT PARIKH
JT1 : DHARMISTHA SUDHIR PARIKH
At the beginning of the year 01-Apr-2017 334946 0.9492 334946 0.9492
Sale 05-Jan-2018 -5000 0.0141 329946 0.9350
Sale 16-Feb-2018 -2571 0.0072 327375 0.9277
Sale 23-Feb-2018 -100 0.0002 327275 0.9274
Sale 02-Mar-2018 -5000 0.0141 322275 0.9133
At the end of the Year 31-Mar-2018 322275 0.9133 322275 0.9133
9 PARIKH ATIL CHANDRESH
JT1 : ILABEN PARIKH
At the beginning of the year 01-Apr-2017 75094 0.2128 75094 0.2128
At the end of the Year 31-Mar-2018 75094 0.2128 75094 0.2128
10 SUDHIR RAMESHKANT PARIKH
At the beginning of the year 01-Apr-2017 61744 0.1749 61744 0.1749
At the end of the Year 31-Mar-2018 61744 0.1749 61744 0.1749
11 ILABEN PARIKH
At the beginning of the year 01-Apr-2017 34000 0.0963 34000 0.0963
At the end of the Year 31-Mar-2018 34000 0.0963 34000 0.0963

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl
No.
Name of the Share holder Shareholding at the
beginning of the year
Cumulative Shareholding
during the year
No of
shares
% of total
shares of
the company
No of
shares
% of total
shares of
the company
1 RAMESHBHAI BALDEVBHAI PATEL
At the beginning of the year 01-Apr-2017 1839354 5.2126 1839354 5.2126
Sale 17-Nov-2017 -11500 0.0325 1827854 5.1800
Sale 24-Nov-2017 -46000 0.1303 1781854 5.0496
Sale 01-Dec-2017 -20111 0.0569 1761743 4.9926
Sale 05-Jan-2018 -2000 0.0056 1759743 4.9870
At the end of the Year 31-Mar-2018 1759743 4.9870 1759743 4.9870
2 PRATIK MINERALS PRIVATE LIMITED
At the beginning of the year 01-Apr-2017 1805437 5.1165 1805437 5.1165
At the end of the Year 31-Mar-2018 1805437 5.1165 1805437 5.1165
HAVING SAME PAN
Sl
No.
Name of the Share holder Shareholding at the
beginning of the year
Cumulative Shareholding
during the year
No of
shares
% of total
shares of
the company
No of
shares
% of total
shares of
the company
2 PRATIK MINERALS PRIVATE LIMITED
At the beginning of the year 01-Apr-2017 1230769 3.4879 1230769 3.4879
At the end of the Year 31-Mar-2018 1230769 3.4879 1230769 3.4879
3 ARCADIA SHARE &STOCK BROKERS PVT LTD
At the beginning of the year 01-Apr-2017 1269840 3.5986 1269840 3.5986
Sale 07-Apr-2017 -5606 0.0158 1264234 3.5827
Sale 14-Apr-2017 -9800 0.0277 1254434 3.5549
Purchase 21-Apr-2017 2100 0.0059 1256534 3.5609
Purchase 28-Apr-2017 4360 0.0123 1260894 3.5733
Sale 05-May-2017 -900 0.0025 1259994 3.5707
Sale 12-May-2017
Sale 19-May-2017
-992
-500
0.0028
0.0014
1259002
1258502
3.5679
3.5665
Purchase 26-May-2017 36130 0.1023 1294632 3.6689
Sale 23-Jun-2017 -400000 1.1335 894632 2.5353
Sale 30-Jun-2017 -984 0.0027 893648 2.5325
Sale 07-Jul-2017 -2700 0.0076 890948 2.5248
Purchase 14-Jul-2017 2860 0.0081 893808 2.5330
Purchase 21-Jul-2017 200 0.0005 894008 2.5335
Sale 28-Jul-2017 -100 0.0002 893908 2.5332
Sale 04-Aug-2017 -19771 0.0560 874137 2.4772
Purchase 11-Aug-2017 409965 1.1618 1284102 3.6390
Sale 01-Sep-2017 -550 0.0015 1283552 3.6375
Purchase 29-Sep-2017 2940 0.0083 1286492 3.6458
Sale 06-Oct-2017 -2020 0.0057 1284472 3.6401
Sale 27-Oct-2017
Sale 31-Oct-2017
-400
-6610
0.0011
0.0187
1284072
1277462
3.6389
3.6202
Purchase 03-Nov-2017 1950 0.0055 1279412 3.6257
Sale 10-Nov-2017 -4550 0.0128 1274862 3.6128
Purchase 17-Nov-2017 13845 0.0392 1288707 3.6521
Sale 24-Nov-2017 -1450 0.0041 1287257 3.6480
Sale 01-Dec-2017 -3190 0.0090 1284067 3.6389
Sale 06-Dec-2017 -100 0.0002 1283967 3.6386
Purchase 08-Dec-2017 1040 0.0029 1285007 3.6416
Sale 15-Dec-2017 -3000 0.0085 1282007 3.6331
Sale 22-Dec-2017 -850 0.0024 1281157 3.6307
Sale 29-Dec-2017 -140 0.0003 1281017 3.6303
Sale 05-Jan-2018
Sale 12-Jan-2018
-567
-2100
0.0016
0.0059
1280450
1278350
3.6287
3.6227
Purchase 19-Jan-2018 525 0.0014 1278875 3.6242
Sale 25-Jan-2018 -1825 0.0051 1277050 3.6190
Sale 02-Feb-2018 -300 0.0008 1276750 3.6182
Purchase 23-Feb-2018 1800 0.0051 1278550 3.6233
Sale 02-Mar-2018 -314300 0.8907 964250 2.7326
Sale 16-Mar-2018 -200 0.0005 964050 2.7320
Purchase 23-Mar-2018 200 0.0005 964250 2.7326
At the end of the Year 31-Mar-2018 964250 2.7326 964250 2.7326
HAVING SAME PAN
3 ARCADIA SHARE AND STOCK BROKERS PRIVATE LIMITED
At the beginning of the year 01-Apr-2017
Sale 14-Apr-2017
37926
-3370
0.1074
0.0095
37926
34556
0.1074
0.0979
Sl
No.
Name of the Share holder Shareholding at the
beginning of the year
Cumulative Shareholding
during the year
No of
shares
% of total
shares of
the company
No of
shares
% of total
shares of
the company
Sale 26-May-2017 -34556 0.0979 0 0.0000
At the end of the Year 31-Mar-2018 0 0.0000 0 0.0000
HAVING SAME PAN
3 ARCADIA SHARE &STOCK BROKERS PVT LTD
At the beginning of the year 01-Apr-2017 4940 0.0139 4940 0.0139
At the end of the Year 31-Mar-2018 4940 0.0139 4940 0.0139
HAVING SAME PAN
3 ARCADIA SHARE & STOCK BROKERS PVT. LTD
At the beginning of the year 01-Apr-2017 2444 0.0069 2444 0.0069
Sale 07-Apr-2017 -2444 0.0069 0 0.0000
Purchase 14-Apr-2017 840 0.0023 840 0.0023
Sale 21-Apr-2017 -840 0.0023 0 0.0000
Purchase 26-May-2017 347 0.0009 347 0.0009
Sale 09-Jun-2017 -50 0.0001 297 0.0008
Sale 16-Jun-2017 -237 0.0006 60 0.0001
Purchase 23-Jun-2017
Sale 30-Jun-2017
406
-466
0.0011
0.0013
466
0
0.0013
0.0000
At the end of the Year 31-Mar-2018 0 0.0000 0 0.0000
HAVING SAME PAN
3 ARCADIA SHARE AND STOCK BROKERS PVT. LTD
At the beginning of the year 01-Apr-2017 1000 0.0028 1000 0.0028
Sale 07-Apr-2017 -1000 0.0028 0 0.0000
Purchase 14-Apr-2017 100 0.0002 100 0.0002
Sale 21-Apr-2017 -100 0.0002 0 0.0000
Purchase 05-May-2017 533 0.0015 533 0.0015
Sale 12-May-2017 -533 0.0015 0 0.0000
Purchase 27-Oct-2017 100 0.0002 100 0.0002
Sale 31-Oct-2017 -100 0.0002 0 0.0000
Purchase 01-Dec-2017 7500 0.0212 7500 0.0212
Sale 06-Dec-2017 -7500 0.0212 0 0.0000
Purchase 05-Jan-2018 100 0.0002 100 0.0002
Sale 12-Jan-2018 -100 0.0002 0 0.0000
Purchase 16-Mar-2018
Sale 23-Mar-2018
100
-100
0.0002
0.0002
100
0
0.0002
0.0000
At the end of the Year 31-Mar-2018 0 0.0000 0 0.0000
HAVING SAME PAN
3 ARCADIA SHARE AND STOCK BROKERS PVT. LTD.
At the beginning of the year 01-Apr-2017 660 0.0018 660 0.0018
Purchase 21-Apr-2017 730 0.0020 1390 0.0039
Sale 28-Apr-2017 -660 0.0018 730 0.0020
Sale 14-Jul-2017 -360 0.0010 370 0.0010
Purchase 14-Sep-2017 500 0.0014 870 0.0024
Sale 22-Sep-2017 -500 0.0014 370 0.0010
Sale 27-Oct-2017 -370 0.0010 0 0.0000
Purchase 03-Nov-2017 50 0.0001 50 0.0001
Purchase 10-Nov-2017 250 0.0007 300 0.0008
Sale 24-Nov-2017
Purchase 22-Dec-2017
-250
500
0.0007
0.0014
50
550
0.0001
0.0015
Sale 29-Dec-2017 -393 0.0011 157 0.0004
Purchase 09-Mar-2018 10 0.0000 167 0.0004
Sl
No.
Name of the Share holder Shareholding at the
beginning of the year
Cumulative Shareholding
during the year
No of
shares
% of total
shares of
the company
No of
shares
% of total
shares of
the company
Purchase 23-Mar-2018 40 0.0001 207 0.0005
At the end of the Year 31-Mar-2018 207 0.0005 207 0.0005
HAVING SAME PAN
3 ARCADIA SHARE &STOCK BROKERS PVT LTD
At the beginning of the year 01-Apr-2017 309 0.0008 309 0.0008
Purchase 07-Apr-2017 500 0.0014 809 0.0022
Sale 14-Apr-2017 -16 0.0000 793 0.0022
Purchase 21-Apr-2017 740 0.0020 1533 0.0043
Sale 28-Apr-2017 -600 0.0017 933 0.0026
Purchase 05-May-2017 67 0.0001 1000 0.0028
Purchase 12-May-2017 100 0.0002 1100 0.0031
Purchase 19-May-2017 433 0.0012 1533 0.0043
Sale 26-May-2017 -1120 0.0031 413 0.0011
Purchase 09-Jun-2017 100 0.0002 513 0.0014
Sale 16-Jun-2017 -13 0.0000 500 0.0014
Purchase 23-Jun-2017 100 0.0002 600 0.0017
Purchase 07-Jul-2017 500 0.0014 1100 0.0031
Sale 14-Jul-2017 -1100 0.0031 0 0.0000
Purchase 21-Jul-2017 100 0.0002 100 0.0002
Purchase 28-Jul-2017 50 0.0001 150 0.0004
Sale 01-Sep-2017 -50 0.0001 100 0.0002
Purchase 29-Sep-2017 30 0.0000 130 0.0003
Sale 27-Oct-2017 -100 0.0002 30 0.0000
Purchase 31-Oct-2017
Sale 03-Nov-2017
1100
-350
0.0031
0.0009
1130
780
0.0032
0.0022
Sale 10-Nov-2017 -500 0.0014 280 0.0007
Sale 17-Nov-2017 -280 0.0007 0 0.0000
Purchase 24-Nov-2017 700 0.0019 700 0.0019
Sale 01-Dec-2017 -60 0.0001 640 0.0018
Purchase 06-Dec-2017 1100 0.0031 1740 0.0049
Sale 08-Dec-2017 -1740 0.0049 0 0.0000
Purchase 15-Dec-2017 100 0.0002 100 0.0002
Purchase 22-Dec-2017 100 0.0002 200 0.0005
Purchase 29-Dec-2017 1000 0.0028 1200 0.0034
Sale 05-Jan-2018 -1100 0.0031 100 0.0002
Purchase 12-Jan-2018
Sale 19-Jan-2018
1505
-1428
0.0042
0.0040
1605
177
0.0045
0.0005
Sale 25-Jan-2018 -60 0.0001 117 0.0003
Purchase 02-Feb-2018 75 0.0002 192 0.0005
Purchase 09-Feb-2018 100 0.0002 292 0.0008
Purchase 23-Feb-2018 350 0.0009 642 0.0018
Purchase 02-Mar-2018 300 0.0008 942 0.0026
Sale 09-Mar-2018 -350 0.0009 592 0.0016
Sale 16-Mar-2018 -200 0.0005 392 0.0011
Purchase 23-Mar-2018 100 0.0002 492 0.0013
Purchase 30-Mar-2018 9 0.0000 501 0.0014
At the end of the Year 31-Mar-2018 501 0.0014 501 0.0014
HAVING SAME PAN
3 ARCADIA SHARE & STOCK BROKERS PVT. LTD
At the beginning of the year 01-Apr-2017
1 0.0000 1 0.0000
Sl
No.
Name of the Share holder Shareholding at the
beginning of the year
Cumulative Shareholding
during the year
No of
shares
% of total
shares of
the company
No of
shares
% of total
shares of
the company
Sale 26-May-2017 -1 0.0000 0 0.0000
Purchase 07-Jul-2017 500 0.0014 500 0.0014
Sale 21-Jul-2017 -500 0.0014 0 0.0000
Purchase 04-Aug-2017 1500 0.0042 1500 0.0042
Sale 11-Aug-2017 -500 0.0014 1000 0.0028
Purchase 22-Sep-2017 300 0.0008 1300 0.0036
Sale 29-Sep-2017 -970 0.0027 330 0.0009
Sale 06-Oct-2017 -330 0.0009 0 0.0000
Purchase 10-Nov-2017 500 0.0014 500 0.0014
Sale 24-Nov-2017 -500 0.0014 0 0.0000
Purchase 06-Dec-2017 1000 0.0028 1000 0.0028
Sale 08-Dec-2017 -1000 0.0028 0 0.0000
Purchase 19-Jan-2018 1000 0.0028 1000 0.0028
Sale 23-Feb-2018 -800 0.0022 200 0.0005
Sale 02-Mar-2018 -200 0.0005 0 0.0000
At the end of the Year 31-Mar-2018 0 0.0000 0 0.0000
4 NARENDRA MANIBHAI PATEL
JT1 : PANNABEN NARENDRAKUMAR PATEL
At the beginning of the year 01-Apr-2017 474274 1.3440 474274 1.3440
At the end of the Year 31-Mar-2018 474274 1.3440 474274 1.3440
5 CHINTAN MAGANLAL KAKKAD
At the beginning of the year 01-Apr-2017 386525 1.0953 386525 1.0953
Sale 14-Apr-2017 -10000 0.0283 376525 1.0670
Purchase 21-Apr-2017 9403 0.0266 385928 1.0936
Purchase 28-Apr-2017
Purchase 19-May-2017
1567
30
0.0044
0.0000
387495
387525
1.0981
1.0982
Sale 06-Oct-2017 -7050 0.0199 380475 1.0782
Purchase 13-Oct-2017 7050 0.0199 387525 1.0982
Sale 27-Oct-2017 -5000 0.0141 382525 1.0840
Sale 17-Nov-2017 -5000 0.0141 377525 1.0698
Sale 24-Nov-2017 -2000 0.0056 375525 1.0642
Sale 01-Dec-2017 -5000 0.0141 370525 1.0500
Sale 22-Dec-2017 -2687 0.0076 367838 1.0424
Sale 29-Dec-2017 -11313 0.0320 356525 1.0103
At the end of the Year 31-Mar-2018 356525 1.0103 356525 1.0103
6 VIKING INDUSTRIES PRIVATE LIMITED
At the beginning of the year 01-Apr-2017 385085 1.0913 385085 1.0913
At the end of the Year 31-Mar-2018 385085 1.0913 385085 1.0913
6 HAVING SAME PAN
VIKING INDUSTRIES PRIVATE LIMITED
At the beginning of the year 01-Apr-2017 314569 0.8914 314569 0.8914
Purchase 05-Jan-2018 200 0.0005 314769 0.8920
At the end of the Year 31-Mar-2018 314769 0.8920 314769 0.8920
7 REKHA KAMDARJT1 : ANANTRAI KAMDAR
At the beginning of the year 01-Apr-2017 332880 0.9433 332880 0.9433
Sale 14-Apr-2017 -182880 0.5182 150000 0.4250
Sale 28-Apr-2017 -40000 0.1133 110000 0.3117
Sale 14-Jul-2017 -95000 0.2692 15000 0.0425
Sale 22-Sep-2017 -14500 0.0410 500 0.0014
Sale 27-Oct-2017 -300 0.0008 200 0.0005
Sl
No.
Name of the Share holder Shareholding at the
beginning of the year
Cumulative Shareholding
during the year
No of
shares
% of total
shares of
the company
No of
shares
% of total
shares of
the company
Sale 01-Dec-2017 -100 0.0002 100 0.0002
At the end of the Year 31-Mar-2018 100 0.0002 100 0.0002
8 MARFATIA STOCK BROKING PRIVATE LIMITED
At the beginning of the year 01-Apr-2017 289550 0.8205 289550 0.8205
Sale 07-Apr-2017 -105000 0.2975 184550 0.5230
Sale 30-Jun-2017 -184550 0.5230 0 0.0000
At the end of the Year 31-Mar-2018 0 0.0000 0 0.0000
HAVING SAME PAN
8 MARFATIA STOCK BROKING PRIVATE LIMITED
At the beginning of the year 01-Apr-2017 114 0.0003 114 0.0003
Purchase 07-Apr-2017 9563 0.0271 9677 0.0274
Sale 14-Apr-2017 -9421 0.0266 256 0.0007
Purchase 21-Apr-2017 1258 0.0035 1514 0.0042
Purchase 28-Apr-2017 1000 0.0028 2514 0.0071
Sale 05-May-2017 -2155 0.0061 359 0.0010
Purchase 12-May-2017 586 0.0016 945 0.0026
Sale 26-May-2017 -500 0.0014 445 0.0012
Purchase 02-Jun-2017 505 0.0014 950 0.0026
Sale 09-Jun-2017 -500 0.0014 450 0.0012
Sale 16-Jun-2017 -5 0.0000 445 0.0012
Sale 23-Jun-2017 -345 0.0009 100 0.0002
Sale 14-Jul-2017
At the end of the Year 31-Mar-2018
-100
0
0.0002
0.0000
0
0
0.0000
0.0000
HAVING SAME PAN
8 MARFATIA STOCK BROKING PRIVATE LIMITED
At the beginning of the year 01-Apr-2017 100 0.0002 100 0.0002
Purchase 07-Apr-2017 44900 0.1272 45000 0.1275
Purchase 26-May-2017 500 0.0014 45500 0.1289
Sale 09-Jun-2017 -10000 0.0283 35500 0.1006
Purchase 14-Jul-2017 100 0.0002 35600 0.1008
Sale 01-Sep-2017 -500 0.0014 35100 0.0994
Purchase 29-Sep-2017 1250 0.0035 36350 0.1030
Sale 06-Oct-2017 -300 0.0008 36050 0.1021
Purchase 13-Oct-2017 50 0.0001 36100 0.1023
Sale 20-Oct-2017
Purchase 27-Oct-2017
-283
12
0.0008
0.0000
35817
35829
0.1015
0.1015
Sale 31-Oct-2017 -279 0.0007 35550 0.1007
Purchase 10-Nov-2017 200 0.0005 35750 0.1013
Purchase 17-Nov-2017 430 0.0012 36180 0.1025
Sale 24-Nov-2017 -980 0.0027 35200 0.0997
Purchase 01-Dec-2017 1500 0.0042 36700 0.1040
Sale 08-Dec-2017 -600 0.0017 36100 0.1023
Purchase 15-Dec-2017 200 0.0005 36300 0.1028
Sale 22-Dec-2017 -1200 0.0034 35100 0.0994
Purchase 29-Dec-2017 418 0.0011 35518 0.1006
Sale 05-Jan-2018 -319 0.0009 35199 0.0997
Sale 12-Jan-2018 -99 0.0002 35100 0.0994
Purchase 25-Jan-2018 1726 0.0048 36826 0.1043
Sale 09-Feb-2018 -1826 0.0051 35000 0.0991
Purchase 16-Feb-2018 50 0.0001 35050 0.0993
Sl
No.
Name of the Share holder Shareholding at the
beginning of the year
Cumulative Shareholding
during the year
No of
shares
% of total
shares of
the company
No of
shares
% of total
shares of
the company
Sale 23-Feb-2018 -50 0.0001 35000 0.0991
Purchase 09-Mar-2018 400 0.0011 35400 0.1003
Purchase 16-Mar-2018 69092 0.1958 104492 0.2961
Sale 23-Mar-2018 -100 0.0002 104392 0.2958
Sale 30-Mar-2018 -69392 0.1966 35000 0.0991
At the end of the Year 31-Mar-2018 35000 0.0991 35000 0.0991
HAVING SAME PAN
8 MARFATIA STOCK BROKING PRIVATE LIMITED
At the beginning of the year 01-Apr-2017 86 0.0002 86 0.0002
Purchase 07-Apr-2017 679 0.0019 765 0.0021
Sale 14-Apr-2017 -679 0.0019 86 0.0002
Purchase 21-Apr-2017 500 0.0014 586 0.0016
Sale 12-May-2017
At the end of the Year 31-Mar-2018
-586
0
0.0016
0.0000
0
0
0.0000
0.0000
HAVING SAME PAN
8 MARFATIA STOCK BROKING PVT LTD - PROPRIETARY ACCOUNT
At the beginning of the year 01-Apr-2017 0 0.0000 0 0.0000
Purchase 16-Jun-2017 5 0.0000 5 0.0000
Purchase 30-Jun-2017 184550 0.5230 184555 0.5230
Sale 04-Aug-2017 -184555 0.5230 0 0.0000
Purchase 01-Sep-2017 130000 0.3684 130000 0.3684
Sale 29-Sep-2017 -130000 0.3684 0 0.0000
Purchase 06-Oct-2017 200000 0.5667 200000 0.5667
Purchase 13-Oct-2017 950 0.0026 200950 0.5694
Sale 31-Oct-2017 -200950 0.5694 0 0.0000
Purchase 24-Nov-2017 300 0.0008 300 0.0008
Purchase 09-Feb-2018
Purchase 30-Mar-2018
171826
69392
0.4869
0.1966
172126
241518
0.4877
0.6844
At the end of the Year 31-Mar-2018 241518 0.6844 241518 0.6844
HAVING SAME PAN
8 MARFATIA STOCK BROKING PVT LTD
At the beginning of the year 01-Apr-2017 0 0.0000 0 0.0000
Purchase 07-Apr-2017 35000 0.0991 35000 0.0991
At the end of the Year 31-Mar-2018 35000 0.0991 35000 0.0991
9 INTEGRATED MASTER SECURITIES PVT. LTD.
At the beginning of the year 01-Apr-2017 275000 0.7793 275000 0.7793
Purchase 19-May-2017 17552 0.0497 292552 0.8290
Sale 16-Jun-2017 -17552 0.0497 275000 0.7793
Sale 29-Sep-2017 -75000 0.2125 200000 0.5667
Sale 01-Dec-2017
Sale 29-Dec-2017
-10000
-190000
0.0283
0.5384
190000
0
0.5384
0.0000
At the end of the Year 31-Mar-2018 0 0.0000 0 0.0000
HAVING SAME PAN
9 INTEGRATED MASTER SECURITIES (P) LTD.
At the beginning of the year 01-Apr-2017 30200 0.0855 30200 0.0855
Purchase 14-Apr-2017 2000 0.0056 32200 0.0912
Purchase 21-Apr-2017 3246 0.0091 35446 0.1004
Sale 28-Apr-2017 -5446 0.0154 30000 0.0850
Sale 05-May-2017 -26000 0.0736 4000 0.0113
Purchase 26-May-2017 500 0.0014 4500 0.0127
Sl
No.
Name of the Share holder Shareholding at the
beginning of the year
Cumulative Shareholding
during the year
No of
shares
% of total
shares of
the company
No of
shares
% of total
shares of
the company
Purchase 02-Jun-2017 2293 0.0064 6793 0.0192
Sale 09-Jun-2017 -1000 0.0028 5793 0.0164
Sale 16-Jun-2017 -1060 0.0030 4733 0.0134
Purchase 30-Jun-2017 1500 0.0042 6233 0.0176
Sale 07-Jul-2017 -1500 0.0042 4733 0.0134
Sale 14-Jul-2017 -79 0.0002 4654 0.0131
Sale 21-Jul-2017 -440 0.0012 4214 0.0119
Purchase 28-Jul-2017 60 0.0001 4274 0.0121
Purchase 11-Aug-2017 10 0.0000 4284 0.0121
Sale 25-Aug-2017 -714 0.0020 3570 0.0101
Sale 08-Sep-2017 -530 0.0015 3040 0.0086
Sale 14-Sep-2017 -2030 0.0057 1010 0.0028
Sale 22-Sep-2017 -500 0.0014 510 0.0014
Sale 06-Oct-2017 -500 0.0014 10 0.0000
Purchase 27-Oct-2017 1000 0.0028 1010 0.0028
Sale 31-Oct-2017 -1000 0.0028 10 0.0000
Sale 17-Nov-2017 -10 0.0000 0 0.0000
Purchase 06-Dec-2017 200 0.0005 200 0.0005
Sale 22-Dec-2017 -200 0.0005 0 0.0000
At the end of the Year 31-Mar-2018 0 0.0000 0 0.0000
10 ALKABEN JAYESH SHAH
At the beginning of the year 01-Apr-2017 233500 0.6617 233500 0.6617
At the end of the Year 31-Mar-2018 233500 0.6617 233500 0.6617

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the
beginning
of the year
Cumulative
Shareholding
during the year
Shareholding
at the end
of the year
Sr.
No.
Name of Directors
and KMP
No. of
shares
% of total
shares
of the
company
Date wise
Increase /
Decrease in
Promoters
Share holding
during the year
specifying the
reasons for
increase /
decrease (e.g.
allotment /
transfer /
bonus/ sweat
equity etc):
No of
shares
increase/
decrease
No. of
shares
% of total
shares
of the
company
No. of
shares
% of total
shares
of the
company
1 Mr. Chandresh S.
Parikh
3630400 10.29 Purchase
(22.08.2017)
Sale
76,000
10,000
37,06,400
36,96,400
10.50%
10.48%
3696400 10.48
2 Mr. Rajesh C. Parikh 1659956 4.70 NA 0 NA NA 1659956 4.70
3 Mr. Atil C. Parikh 1659956 4.70 NA 0 NA NA 1659956 4.70
4 Mrs. Sejal R. Parikh 0 0.00 NA 0 NA NA 0 0.00
5 Mr. P.M. Shah 21500 0.06 Purchase
(24.01.2018)
Purchase
(09.03.2018)
2500
500
24000
24500
0.068
0.069
24500 0.069
Shareholding at the
beginning
of the year
Cumulative
Shareholding
during the year
Shareholding
at the end
of the year
Sr.
No.
Name of Directors
and KMP
No. of
shares
% of total
shares
of the
company
Date wise
Increase /
Decrease in
Promoters
Share holding
during the year
specifying the
reasons for
increase /
decrease (e.g.
allotment /
transfer /
bonus/ sweat
equity etc):
No of
shares
increase/
decrease
No. of
shares
% of total
shares
of the
company
No. of
shares
% of total
shares
of the
company
6 Mr. Ramkisan
Devidayal
120000 0.34 NA 0 NA NA 120000 0.34
7 Mr. Atul Patel 200000 0.57 Sales 3000 197000 0.56 118912 0.34
(26.10.2017)
Sales
(27.10.2017)
2000 195000 0.55
Sales 3000 192000 0.54
(30.10.2017)
Sales
2000 190000 0.54
(31.10.2017)
Sales
(6.11.2017)
4000 186000 0.53
Sales
(10.11.2017)
2000 184000 0.52
Sales
(27.11.2017)
8000 176000 0.5
Sales
(28.11.2017)
15000 161000 0.46
Sales
(29.11.2017)
8500 152500 0,43
Sales 2500 150000 0.43
(01.12.2017)
Sales
(08.12.2017)
2793 147207 0.42
Sales
(15.12.2017)
4000 143207 0.41
Sales
(18.12.2017)
6000 137207 0.39
Sales
(19.12.2017)
7295 129912 0.37
Sales
(20.12.2017)
3000 126912 0.36
Sales 3000 123912 0.35
(26.12.2017)
Sales
(05.01.2018)
5000 118912 0.34
8 Dr. Ajay Ranka 0 0.00 NA 0 NA NA 0 0.00
9 Mr. N.R. Patel 2000 0.0057 NA 0 NA NA 2000 0.0057
10 Mrs. Anuja K. Muley 1 0.00 NA 0 NA NA 1 0.00

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans
excluding deposits
Unsecured
Loan
Deposits Total
Indebtedness at the beginning of the financial year
i)
Principal Amount
12448.50 - 1894.12 14342.62
ii)
Interest due but not paid
- - - -
iii)
Interest accrued but not due
65.68 - 105.96 171.64
Total (i+ii+iii) 12514.18 - 2000.08 14514.26
Change in Indebtedness during the financial year

Addition
1549.45 - 1859.15 3408.60

Reduction
3583.33 - 1440.64 5023.97
Net Change : (+) Addition / (-) Reduction (2033.88) - 418.51 (1615.37)
Indebtedness at the end of the financial year
i)
Principal Amount
10429.31 - 2275.68 12704.99
i)
Interest due but not paid
- - - -
iii)
Interest accrued but not due
50.99 - 142.91 193.91
Total (i+ii+iii) 10480.30 - 2418.59 12898.89

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER:

Sr. Particulars of Remuneration Name of Director / KMP
No. Mr. Chandresh
Parikh
Mr. Rajesh Parikh Mr. Atil Parikh Amount
(` in Lakhs)
1 Gross salary
(a) Salary as per provisions contained in
section 17(1) of the Income-tax
Act, 1961
(b) Value of perquisites u/s
17(2) of the Income-tax Act, 1961
* Car
(c) Profits in lieu of salary under
section 17(3) of the Income- tax
Act, 1961
5,137,788
-
4,487,292
28,800 28,800 28,800
-
3,670,440
-
13,295,520
86,400
-
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission
- as % of profit
- others, specify…Incentives
-
-
438667
-
-
416367
-
-
371572
-
-
1226606
5 Others, please specify - - - -
Total 5,605,255 4,932,459 4,070,812 14,608,526
Overall Ceiling as per the Act Pursuant to the provisions of Section 197 of Companies Act, 2013, remuneration
of all Whole Time Directors is not exceeding 10% of net profit as calculated
under Section 198 of Companies Act, 2013.
Sr. Particulars of Remuneration Name of Directors Total
No. Mr. P.M. Mr. Mr. Atul Dr. Ajay Mrs. Amount
Shah Ramkisan Patel Ranka Sejal Parikh
Devidayal
1. Independent Directors
Fee for attending board/committee meetings 2,25,000 2,25,000 1,35,000 95,000 0
Commission 1,00,000 3,50,000 1,50,000 1,00,000 0
Others, please specify 0 0 0 0 0
Total (1) 3,25,000 5,75,000 2,85,000 1,95,000 0
2. Other Non-Executive Directors
Fee for attending board/committee meetings 0 0 0 0 80,000
Commission 0 0 0 0 0
Others, please specify 0 0 0 0 0
Total (2) 0 0 0 0 80,000
Total (B)=(1+2) 3,25,000 5,75,000 2,85,000 1,95,000 80,000 14,60,000
Total Managerial Remuneration (A + B) 16,068,526
Overall Ceiling as per the Act Companies Act, 2013 The Company has paid sitting fees and Commission to Independent
Directors and only sitting fees to Non-Executive Director. Pursuant to the
provisions of Section 197 of Companies Act, 2013, remuneration/commission
paid to non-Executive Director is not exceeding 1% of net profit and total
remuneration paid to Whole Time Directors and Non-Executive Director is
not exceeding 11% of net profit as calculated under Section 198 of

B. REMUNERATION TO OTHER DIRECTORS:

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr. Particulars of Remuneration Name of Director / KMP
No. Mr. N.R. Patel
- CFO
Mrs. Anuja Muley
- CS
Amount
(` in Lakhs)
1 Gross salary
(a) Salary as per provisions contained in section
17(1) of the Income-tax Act, 1961
2402316 893,506 3,295,822
(b) Value of perquisites u/s 21600 - 21600
17(2) of the Income-tax Act, 1961
* Car
(c) Profits in lieu of salary under section 17(3)
of the Income- tax Act, 1961
- - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission
- as % of profit
-
others, specify…Incentives
-
-
375482
-
-
41193
-
-
416675
5 Others, please specify 186408 69342 255750
Provident Fund
Total 2985806 1,004,041 3989847

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

During the year, SEBI vide its letter no. EAD-12/HO/SM/PR/4930/4 /2018 dated February 14, 2018 provided the Company, an order passed by an Adjudication Officer, wherein the company needs to pay 2,00,000/- ( Two Lakhs only) for nonadhering the provision of the Listing Agreement.

Annexure E : Conservation of Energy, technology absorption, foreign exchange earnings and outgo Particulars pursuant to the Companies (Accounts) Rules, 2014

A) Conservation of Energy-

  • (i) the steps taken or impact on conservation of energy:
  • By purchase of new superfine roller mills at Alwar, energy saving was achieved by 15% 20% with same production capacity compared to typical mineral grinding equipments.
  • (ii) the steps taken by the company for utilizing alternate sources of energy: NIL
  • (iii) the capital investment on energy conservation equipments: NIL

(B) Technology absorption-

  • (i) the efforts made towards technology absorption NIL
  • (ii) the benefits derived like product improvement, cost reduction, product development or import substitution NIL
  • (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
  • During the year under review, your company has imported two roller mills at its Alwar Plant.
    • (a) the details of technology imported –
  • The new generation superfine roller mill has breakthrough technology for grinding various minerals compare to typical mineral grinding equipments. It has increased grinding efficiency in operation.
    • (b) the year of import During year 2017-18
    • (c) whether the technology been fully absorbed YES
    • (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof NIL

Expenditure incurred on research and development is ` 89.10 Lakhs.

Foreign Exchange Earning and Outgo

Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services and export plans:

Total Foreign Exchange used and earned:

  • i. Foreign Exchange Earned : ` 4,859.84 Lakhs
  • ii. Foreign Exchange Used : ` 4,102.86 Lakhs

For and on behalf of the Board of Directors of 20 Microns Ltd.

Date : 24th May, 2018 Managing Director

(Chandresh Parikh) (Rajesh C. Parikh) Place : Waghodia, Vadodara Executive Chairman Chief Executive Officer and

Annexure F : Annual Report on CSR Activities [Pursuant to Section 135 of the Companies Act, 2013]

20 Microns Ltd. recognizes that its business activities have wide impact on the societies in which it operates and therefore an effective practice is required giving due consideration to the interests of its stakeholders including shareholders, customers, employees, suppliers, business partners, local communities and other organizations. The company endeavors to make CSR a key business process for sustainable development. 20 Microns is responsible to continuously enhance shareholders wealth; it is also committed to its other stakeholders to conduct its business in an accountable manner that creates a sustained positive impact on society. Our company is committed towards aligning with nature and has adopted eco-friendly practices.

We set up 20 Microns Foundation Trust in 2001. This was done to focus on our CSR initiatives, long before the provision of the Companies Act, 2013, stating that the CSR activities undertaken by the Company has to be through a registered trust, came into force.

CSR Committee

We have a Board Committee (CSR Committee) that provides oversight of CSR Policy execution to ensure that the CSR objectives of the Company are met. Our CSR Committee comprises:

  • Mr. Chandresh S. Parikh
  • Mr. Pravinchandra M. Shah
  • Mrs. Sejalben R. Parikh [w.e.f. 25.05.2017]
  • Mr. Ramkisan Devidayal [w.e.f. 24.05.2018]
  • Mr. Sudhir R. Parikh [upto 04.05.2017]

Our Objective

As outlined in our CSR Policy, our broad objective is to create an awareness of "Living A Normal Life with Diabetes".

Visit our website www.20microns.com for more details relating to our CSR Policy.

Financial Details

Section 135 of the Companies Act, 2013 and Rules made thereunder prescribed that every company having a net worth of 500 Crs or more or turnover of 1000 Crs or more or net profit of ` 5 Crs or more during any financial year shall ensure that the Company spends, in every financial year, at least 2% of the average net profits made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. The provisions pertaining to corporate social responsibility as prescribed under the Companies Act, 2013 are applicable to 20 Microns Ltd. The financial details as sought by the Companies Act, 2013 are as under:

Particulars Amount
Average net profit of the Company for last three financial years 1009.63
Prescribed CSR expenditure (2% of the average net profit as computed above) 20.19
Details of CSR Expenditure during the financial year 20.20
Total amount to be spent for the financial year 20.19
Amount Spent 20.20
Amount Unspent 0.00

(` in Lakhs)

The manner of the amount spent during the financial year is detailed as follows:

(` in Lakhs)
CSR
Project/activity/
beneficiary
Sector Location of
the Project/
programme
Amount
Outlay
Amount spent
on the
projects/
programmes
Cumulative
expenditure up
to the reporting
period
Amount spent
through direct/
implementing
agency
20 MICRONS
FOUNDATION
TRUST
Health Care
and medical
facilities
Vadodara and
near vicinity
13,07,000 13,07,000 NIL Through
Foundation
GOVT
POLYTECHNIC FOR
EDUCATION BHUJ
Education Bhuj 11,000 11,000 NIL Direct
ADARSH GRAM
SEVA TRUST
Rural Devt. Nandesari 501 501 NIL Through Trust
LIONS BLIND GIRLS
WELFARE CENTRE
TRUST
Girls Welfare Vadodara 5,000 5,000 NIL Through Trust
MECHANICAL
ENGINNERING
STUDENTS FOR
EDUCATION
Education Vadodara 20,000 20,000 NIL Direct
SAMSASTA
VAISHNAV VANIK
PARIVAR FOR
EDUCATION
DONATION
Education Vadodara 50,000 50,000 NIL Through
Samiti/Mandal
SHRI JAI JALARAM
SEWA SANSTHAN
Facilities for
senior citizens
Mumbai 5,00,000 5,00,000 5,00,000 Through Trust
UNITED WAY OF
BARODA FOR
DONATION 2017-18
Education Nearby
Vadodara City
25,000 25,000 NIL Through Trust
VERAI SEVA TRUST To develop
socially and
economically
back classes
Vadadala 30,000 30,000 NIL Through Trust
DONATE TO
MAMUARA
PRIMARY SCHOOL
Education Bhuj 21,950 21,950 NIL Direct
SHREE HARI
SATSANG SAMITI
FOR ACTIVITIES
RELATING TO
HEALTH
AWARENESS
Health Mumbai 50,000 50,000 NIL Through
Samiti/Mandal

Our CSR Responsibilities

We hereby affirm that the CSR Policy, as approved by the Board, has been implemented and the CSR Committee monitors the implementation of the CSR Project and activities in compliance with our CSR activities.

For and on behalf of the Board of Directors of 20 Microns Ltd.

Place : Waghodia, Vadodara Executive Chairman Chief Executive Officer and Date : 24th May, 2018 Managing Director

(Chandresh Parikh) (Rajesh C. Parikh)

REPORT ON CORPORATE GOVERNANCE

The Directors' Report on the compliance of the Corporate Governance Code is given below :

CORPORATE GOVERNANCE

Company's Philosophy on Corporate Governance:

Your Company's philosophy on Corporate Governance envisages the attainment of a high level transparency and accountability in the functioning of the Company and the efficient conduct of its business, including its interaction with employees, shareholders, depositors, creditors, consumers, financial institutions and other lenders. Accountability improves decision making and transparency helps to explain the rationale behind decisions which in turn helps in building confidence in the Company.

Your Company firmly believes that, for a Company to succeed on a sustained basis, it must maintain global standards of Corporate Conduct. It also believes that Corporate Governance is not simply a matter of creating checks and balances; it is about creating an outperforming organisation, which leads to increasing employee and customer satisfaction.

Board of Directors

Composition

The Company has a very balanced and diverse Board of Directors, which primarily takes care of the business needs and stakeholders' interests. The Non-executive Directors including Independent Directors on the Board are experienced, competent and highly renowned persons from the fields of manufacturing, finance and taxation, economics, law, governance etc. They take active part at the Board and Committee Meetings by providing valuable guidance to the Management on various aspects of business, policy direction, governance, compliance etc. and play critical role on strategic issues, which enhances the transparency and add value in the decision making process of the Board of Directors.

The strength of Board as on 31st March, 2018 is 8 [eight] Directors. The Board comprises of Executive and Non Executive Directors. The Executive Chairman, CEO & Managing Director and Managing Director are the three Executive Directors. There are Five Non-Executive Directors, of which four Directors are Independent Directors. The Board also consists of one Woman Non-Executive Non-Independent Director. The number of Independent Directors on the Board is in conformity with the requirement of Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Chandresh S. Parikh, Executive Chairman; Mr. Rajesh C. Parikh, Chief Executive Officer and Managing Director, Mr. Atil C. Parikh, Managing Director and Mrs. Sejal R. Parikh, Non-Executive Director, are the relatives of each other. Other than aforesaid Directors, none of the Directors have any inter-se relations among themselves and any employees of the Company.

During the year, Mr. Sudhir R. Parikh, Non-Executive Director and Mrs. Darsha R. Kikani, Independent Woman Director resigned from the Directorship of the Company on 04th May, 2017. During the year, Mrs. Sejal R. Parikh, Non-Executive Woman Director appointed on the Board of Company w.e.f 04th May, 2017.

Whole Time Directors are appointed or re-appointed with the approval of the shareholders and shall remain in office in accordance with the retirement policy laid down by the Board from time-to-time. The Managing Director(s) and Non-Executive Director (except Independent Directors) are liable to retire by rotation unless otherwise specifically approved by the shareholders.

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS

Mr. Atil C. Parikh, Managing Director of the Company will retire by rotation at the ensuing Annual General Meeting who is eligible for re-appointment.

The terms of appointment of Whole Time Directors of the Company viz. Mr. Chandresh S. Parikh, Executive Chairman, Mr. Rajesh C. Parikh, CEO & MD and Mr. Atil C. Parikh, MD are completing on 31.03.2019. Their respective reappointment agenda is considered in the annual general Meeting for the approval of shareholders.

Profile of Directors

The brief profile of each Director is given below:

Mr. Chandresh S. Parikh, the Executive Chairman holds a Degree in Master of Science (Chemistry). He has played a very important role in the turnaround of the Company and has over 40 years of experience, in India and abroad, in various fields such as product development and commercialization of products developed through R & D etc. He started his career as R & D Chemist in the year 1968 with Suhrid Geigy Limited; Vadodara till 1972. Thereafter he joined in as a Chief Chemist with General Foam Products, Mombassa, Kenya in 1972 and continued with them till 1975. Thereafter he held Senior Executive positions as Technical Director and Executive Director in Banco Products (T) Ltd., Dar E Salaam from 1975-82. As Technical Director he was in charge of Production and technical matters and as an Executive Director he was in overall charge and management of the affairs of that Company. He was a Managing Director in Aerofoam (Nigeria) Ltd., Lagoa, Nigeria during 1982-88. He came to India for the formation of 20 Microns Private Limited in 1987 and started commercial production from 1988. He holds 36,96,400 Equity Shares representing 10.48% of the paid-up Capital of the Company.

Mr. Rajesh C. Parikh has graduated with First Class Degree in Bachelor of Mechanical Engineering. He has also completed the Masters in Business Administration in Finance Stream. He is the CEO and Managing Director of our Company. He started his career with Jyoti Limited, a Vadodara based Engineering Company, in the year 1994 as a Trainee Engineer and there after he was associated with the Company and held, on part time basis, few assignments for a new project to be established for China Clay. At the age of 27 he joined the Board and was in charge of Technical matters and Marketing of the product of the Company. His exposure to the consuming industries brought in him insight for business and industry. He holds 16,59,956 Equity Shares representing 4.70% of the paid-up Capital of the Company.

Mr. Atil C. Parikh, the Managing Director, aged 41 years, holds a Bachelor's degree in Chemical Engineering from Gujarat University. He then began his career working as a Management Trainee with 20 Microns Limited in 1999-2000. Later, he relocated to USA and completed his MBA with Finance specialization from California. On completion of MBA, he joined a Financial Services firm, the Tax Credit Company, where he held a position of a Management Analyst in 2003 and worked for 2 years contributing to various aspects of the industry ranging from Marketing, Analysis, HR and Operations. In the year 2005, he re-joined the Company as Management Analyst. He contributed in developing certain strategies and revamping few departments within the organization. He is also on the Board of 20 Microns Nano Minerals Limited. He holds 16,59,956 Equity Shares representing 4.70% of the paidup Capital of the Company.

Mrs. Sejal Parikh, the Non-Executive Director, holds a Bachelor degree in Production Engineering besides Post Graduation Diploma in Business Administration. She had worked for 2 years as the Trainee Engineer in Planning Department of GMM Pfaudler Limited, Vallabh Vidhyanagar, the Glass lined Equipment manufacturing company. She was also a part of projects related to Heritage Preservation of Vadodara in Maharaja Sayajirao University. She does not hold any Shares of the Company.

Mr. Pravinchandra M. Shah, the Independent Director, holds Master's degree in Commerce and Bachelor's degree in Law from the M.S. University, Vadodara. He is an Associate Member of Institute of Company Secretaries of India and Institute of Cost and Works Accountants of India. He has an extensive experience of more than 48 years in various fields of Accounting, Finance, Taxation (Direct and Indirect), Company Secretarial Matters, Legal Matters, General Administration, Labour Matters, etc. He started his career in the year 1959 with Textile Appliances and Instruments Co. Pvt. Ltd as Accountant cum Secretary till 1962. Mr. Shah has worked for more than 20 years (1966 – 1986) with Banco Products (India) Ltd and its group in different capacities, lastly as Director (Finance) and from the year 1989 onwards with Transpek Industry Ltd as Vice President (Finance). He has also worked as a consultant for over more than 15 years in the areas of Finance, Accounts, Taxation, Company Law and SEBI Matters, etc. Mr. P.M. Shah is a member of the Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship and Share Transfer Committee of the Board of Directors of the Company. He holds 24,500 Equity Shares representing 0.07% of the paid-up Capital of the Company.

Mr. Ramkisan A. Devidayal, the Independent Director, holds Master's degree in Commerce and Management. He has rich and extensive experience in the fields of Agrochemicals of about 35 years of which 20 years in the Senior – 1st Line Management of the Companies to which he has been associated as Director. He is the Vice Chairman of Baroda Citizen Council and involved in Social activities of many NGOs. He has also been actively attached with various Associations, since last over a Decade, like Chamber of Commerce in Vadodara; Federations of Gujarat Industries; Gujarat Pesticides Formulators; etc. He has travelled widely round the Globe and participated in various International Seminars and led delegations several times. Mr. Ramkisan Devidayal is the Chairman of the Audit Committee and Member of Nomination and Remuneration Committee and Stakeholder Relationships and Share Transfer Committee of the Board of Directors of the Company. He holds 120000 Equity Shares representing 0.34% of the paid-up Capital of the Company.

Mr. Atul H. Patel, the Independent Director, is Graduate in Textile Engineering from VJTI, Bombay. He is a Managing Director of TARAK CHEMICALS LIMITED, Vadodara engaged in the manufacturing of Oil Field Chemicals and other Specialty Chemicals. He has been deeply involved in the activities of Industrial Association and was closely associated with Federation of Gujarat Industries [FGI, a body looking after interests of the Industries]. He had been President of FGI for 1991 and 1992. He was the President of Vadodara Industrial Employers' Union for the period 1993-95 and also a Senate member of M.S. University of Baroda. He has also been attached with Charitable Organizations and Educational Institutions, presently the Trustee of United Way of Baroda and the past Chairman of Baroda Citizen Council, a body activist in the development of Baroda City. Besides, he is the Trustee of Gyana Yagna Vidhya Mandir, Atladra – Vadodara and Nar Seva Samaj, Dist. Kheda and also the Director of the Baroda Citizen Community Co – Operative Credit Society Ltd., Vadodara. Mr. Atul Patel is Member of the Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationships and Share Transfer Committee of the Board of Directors of the Company. He holds 1,18,912 Equity Shares representing 0.34% of the paid-up Capital of the Company.

Dr. Ajay I. Ranka, the Independent Director, is Ph.D. in Polymer Science and Engg. from USA besides, a Chemical Engineer. He has worked with PPG Industries, USA, as R & D Specialist. He is recognized as a top notch scientist for outstanding pioneering work in Polymer Chemistry and Nanotechnology. He has to his credit many American, European and Indian patents. He is associated with many social, business and trade organizations and a staunch supporter of education through philanthropy. He is presently working as Managing Director of Zydex Industries Pvt. Ltd. He does not hold any Shares of the Company.

Meetings, agenda and proceedings etc. of the Board Meeting:

Meetings:

The Board generally meets 4 times during the year. The yearly calendar of the meetings is finalized before the beginning of the year. Additional meetings are held when necessary. During the year ended on 31st March, 2018, the Board of Directors had 04 Meetings. These were held on 25th May, 2017, 04th September, 2017, 22nd November, 2017 and 13th February, 2018. The last Annual General Meeting (AGM) was held on 22nd September, 2017. The attendance record of the Directors at the Board Meetings during the year ended on 31st March, 2018, and at the last AGM is as under:-

Sr.
No.
Name of Director Category No. of Board
Meetings attended
Attendance at
Last AGM
1 Mr. Chandresh S. Parikh Chairman – Executive Director 4 YES
2 Mr. Rajesh C. Parikh Executive Director 4 YES
3 Mr. Atil C. Parikh Executive Director 4 YES
4 Mr. Sudhir R. Parikh * Non-Executive Director NA NA
5 Mr. Pravinchandra M. Shah Non-Executive, Independent Director 4 YES
6 Mr. Ramkisan A. Devidayal Non-Executive, Independent Director 4 YES
7 Mr. Atul H. Patel Non-Executive, Independent Director 3 NO
8 Mrs. Darsha R. Kikani* Non-Executive, Independent Director NA NA
9 Dr. Ajay I. Ranka Non-Executive, Independent Director 4 NO
10 Mrs. Sejal R. Parikh Non-Executive Director, 4 NO

* Resigned on 04th May, 2017.

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on 13th February, 2018 to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management, the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

Agenda:

All the meetings are conducted as per well designed and structured agenda. All the agenda items are backed by necessary supporting information and documents (except for the critical price sensitive information, which is circulated at the meeting) to enable the Board to take informed decisions. Agenda also includes minutes of the meetings of all the Board Committees and Subsidiaries for the information of the Board. Additional agenda items in the form of "Any Other Agenda" are included with the permission of the Chairman. Agenda papers are generally circulated seven days prior to the Board Meeting. In addition, for any business exigencies, the resolutions are passed by circulation and later placed in the Board Meeting for ratification / approval.

Invitees and Proceedings:

Apart from the Board members, the Company Secretary and the CFO are invited to attend all the Board Meetings. Other senior management executives are called as and when necessary, to provide additional inputs for the items being discussed by the Board. The CFO makes presentation on the quarterly and annual operating and financial performance and on annual operating and capex budget. The Managing Directors, CFO and other senior executives make presentations on capex proposals and progress, operational health and safety and other business issues.

Post Meeting Action:

Post meetings, all important decisions taken at the meeting are communicated to the concerned officials and departments. Action Taken Report is prepared and reviewed periodically by the Board for the action taken / pending to be taken.

Support and Role of Company Secretary:

The Company Secretary is responsible for convening the Board and Committee meetings, preparation and distribution of Agenda and other documents and recording of the Minutes of the meetings. She acts as interface between the Board and the Management and provides required assistance and assurance to the Board and the Management on compliance and governance aspects.

Other Directorships etc.:

None of the Directors is a Director in more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. Further, none of the Directors acts as a member of more than 10 committees or acts as a chairman of more than 5 committees across all Public Limited Companies in which he is a Director.

The details of the Directorships, Chairmanships and the Committee memberships in other Companies (excluding Private Limited Companies, Foreign Companies and Section 8 Companies) held by the Directors as on 31st March, 2018, are given below:-

No. of Committee Membership/ Chairmanship*
Names of Directors Category of Directors Directorship in
other Public
Limited
Company
Committee
Membership
Committee
Chairmanship
EXECUTIVE DIRECTORS
Mr. Chandresh S. Parikh Executive Chairman 1 1 -
Mr. Rajesh C. Parikh Chief Executive Officer
and Managing Director
1 1 -
Mr. Atil C. Parikh Managing Director 1 - -
Non-Executive Directors
Mrs. Sejal R. Parikh Non-Executive Director - - -
Mr. Pravinchandra M. Shah Independent Director 1 - -
Mr. Ramkisan A. Devidayal Independent Director 5 3 2
Mr. Atul H. Patel Independent Director 5 1 -
Dr. Ajay I. Ranka Independent Director - - -

* Audit Committee and Stakeholder Relationship & Share Transfers Committee considered

Induction and Training of Board Members:

The Company is having general practice to conduct a familiarization programme of the Independent Directors in their first Board Meeting immediately after their appointment.

Accordingly, the Company has made Independent Directors so appointed during the financial year familiarized about-

    1. The Role, Rights, Responsibilities and Duties of Independent Directors; and
    1. The Company, Nature of Industry in which the Company operates, business model of the Company etc.
  • The queries/questions raised by the Independent Directors were replied and satisfied accordingly.

The details of such familiarization programme for Independent Directors are posted on the website of the company www.20microns.com

Evaluation of the Board's Performance:

During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Code of Conduct:

The Board of Directors has laid down a Code of Conduct for Business and Ethics (the Code) for all the Board members and senior managers of the Company. The Code covers amongst other things the Company's commitment to honest and ethical personal conduct, fair competition, corporate social responsibility, sustainable environment, health and safety, transparency and compliance of laws and regulations etc.

All the Board members and senior management personnel have confirmed compliance with the code. A declaration to that effect signed by the CEO & Managing Director and CFO is attached and forms part of the Annual Report of the Company.

Prevention of Insider Trading Code:

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for Prevention of

Insider Trading. All the Directors, employees at Senior Management and other employees who could have access to the unpublished price sensitive information of the Company are governed by this code.

The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. The Company has appointed Mrs. Anuja K. Muley, Company Secretary as Compliance Officer, who is responsible for setting forth procedures and implementation of the code for trading in Company's securities. During the year under review there has been due compliance with the said code.

Audit Committee

The Board has constituted a well-qualified Audit Committee. All the members of the Committee are Independent Directors including Chairman. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc. Mrs. Anuja K. Muley, Company Secretary acts as secretary to the Committee.

Composition and Meetings:-

The Audit Committee had 4 meetings during the year 2017-18, specifically on 25.05.2017, 04.09.2017, 22.11.2017 and 13.02.2018. The attendance of each committee member was as under:-

Sr. No. Name of Committee Members No of Meetings held/
attended
1 Mr. Ramkisan A. Devidayal, Chairman – Independent Director 4 of 4
2 Mr. Pravinchandra M. Shah - Independent Director 4 of 4
3 Mr. Atul H. Patel - Independent Director 3 of 4

Mr. Ramkisan Devidayal, Chairman of the Audit Committee was present at the last Annual General Meeting to answer the shareholders queries.

Invitees / Participants:-

    1. Mr. Chandresh Parikh, Executive Chairman, Mr. Rajesh Parikh, CEO and MD and Mr. Atil Parikh, MD are the permanent invitees to all Audit Committee meetings.
    1. The Statutory Auditors have attended all the Audit Committee meetings held during the year.
    1. The Business Heads and the CFO also attends all the Committee meetings to provide inputs on issues relating to internal audit findings, internal controls, accounts, taxation, risk management etc.

Terms of Reference:-

The terms of reference of the Audit Committee are as per the guidelines set out in the listing agreement with the stock exchanges read with section 177 of the Companies Act, 2013. These broadly includes (i) Develop an annual plan for Committee (ii) review of financial reporting processes (iii) review of risk management, internal control and governance processes (iv) discussions on quarterly, half yearly and annual financial statements (v) interaction with statutory, internal and cost auditors (vi) recommendation for appointment, remuneration and terms of appointment of auditors and (vii) risk management framework concerning the critical operations of the Company.

In addition to the above, the Audit Committee also reviews the following:

  • (i) Matter included in the Director's Responsibility Statement.
  • (ii) Changes, if any, in the accounting policies.
  • (iii) Major accounting estimates and significant adjustments in financial statement.
  • (iv) Compliance with listing and other legal requirements concerning financial statements.
  • (v) Disclosures in financial statement including related party transactions,
  • (vi) Qualification in draft audit report.
  • (vii) Scrutiny of inter-corporate loans and investments.
  • (viii) Management's Discussions and Analysis of Company's operations.
  • (ix) Valuation of undertakings or assets of the company, wherever it is necessary.
  • (x) Periodical Internal Audit Reports.
  • (xi) Findings of any special investigations carried out either by the Internal Auditors or by the external investigating agencies.
  • (xii) Letters of Statutory Auditors to management on internal control weakness, if any.
  • (xiii) Major non routine transactions recorded in the financial statements involving exercise of judgement by the management.

  • (xiv) Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors and cost auditors considering their independence and effectiveness, and recommend the audit fees.

  • (xv) Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each omnibus approval given, if any.

Nomination and Remuneration Committee

Composition and Attendance at the Meeting

The Nomination and Remuneration Committee comprises of the members as stated below. The Committee during the year ended on 31st March, 2018 had one meeting on 10.08.2017. The attendance of the members was as under:-

Sr. No. Name of Committee Members No of Meetings held/ attended
1 Mr. P.M. Shah, Chairman – Independent Director 1 of 1
2 Mr. Ramkisan A. Devidayal - Independent Director 1 of 1
3 Mr. Atul H. Patel - Independent Director 0 of 1
4 Mr. Chandresh S. Parikh - Executive Chairman 1 of 1

Terms of Reference of the Nomination and Remuneration Committee:

    1. Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial personnel and other Senior employees;
    1. Formulation of criteria for evaluation of Independent Directors and the Board Members;
    1. Devising a policy for Board diversity;
    1. Identifying persons, qualified to become Directors of the Company and who may be appointed in Senior Management positions in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The Nomination and Remuneration Committee shall, while formulating the policy under point 1 ensures that:

  • (a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to manage the company successfully;
  • (b) relationship of remuneration with the performance is clear and meets appropriate performance benchmarks; and
  • (c) Remuneration to directors, key managerial personnel and senior management personnel involves a balance between fixed pay and incentive payment reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

Remuneration Policy

Remuneration to Executive Directors have been paid to them in terms of the approval given by Shareholders of the Company under the Sections 196, 197 and other applicable provisions of the Companies Act, 2013 and the resolution passed in that behalf and as recommended by the Nomination & Remuneration Committee of Directors duly constituted pursuant to the then Schedule V of the Companies Act, 2013.

The remuneration to the Executive Directors consists of fixed salary, allowances, incentive and other perquisites as per the Rules of the Company and commission on Net profit as calculated as per Section 198 of the Companies Act, 2013. The Provident Fund is contributed as per Provident Fund Act and Rules.

The Non-Executive Non-Independent Director had not paid any remuneration except the sitting fees for attending the Board and Committee Meetings.

The Non-Executive Independent Directors had paid the sitting fees for attending the Board and Committee Meetings and also paid with the Commission, within the limit as specified in the provisions of Companies Act, 2013 during FY 2017-18 which is as under -

The details of Remuneration drawn by the Executive Directors and Sitting Fees and Commission paid to the Non-Executive Directors are as under:

[` in Lakhs]
Names of Directors Basic HRA Medical Incentive Commission TOTAL
EXECUTIVE DIRECTORS :
Mr. Chandresh S. Parikh 49.12 0 2.26 4.39 0 55.77
Mr. Rajesh C. Parikh 37.52 5.63 1.72 4.16 0 49.03
Mr. Atil C. Parikh 30.69 4.60 1.41 3.72 0 40.42
Non Executive Directors Sitting fees [Rs.] Commission Paid [Rs.]
Mrs. Sejal R. Parikh 80,000 NIL
Mr. Pravinchandra M. Shah 2,25,000 1,00,000
Mr. Ramkisan A. Devidayal 2,25,000 3,50,000
Mr. Atul H. Patel 1,35,000 1,50,000
Dr. Ajay I. Ranka 95,000 1,00,000

Directors' Shareholding

Shareholding of the Directors in the company as on 31st March, 2018:

Names of Directors No. of shares held in the Company singly
and / or jointly.
Percentage of holding
Mr. Chandresh S. Parikh 36,96,400 10.48
Mr. Rajesh C. Parikh 16,59,956 4.70
Mr. Atil C. Parikh 16,59,956 4.70
Mrs. Sejal R. Parikh Nil Nil
Mr. Pravinchandra M. Shah 24500 0.07
Mr. Ramkisan A. Devidayal 1,20,000 0.34
Mr. Atul H. Patel 1,18,912 0.34
Dr. Ajay I. Ranka Nil Nil

In terms of Article 152 of the Articles of Association of the company, the Directors are not required to hold any qualification shares.

Remuneration to Key Managerial Personnel, Senior Management and other employees will involve a balance between fixed and variable pay reflecting short and long term performance objectives of the employees in line with the working of the Company and its goals. For Directors, the Performance Pay will be linked to achievement of Business Plan.

Stakeholders Relationship and Share Transfer Committee

The Stakeholders Relationship and Share Transfer Committee is responsible for the satisfactory redressal of investors' complaints and recommends measures for overall improvement in the quality of investor services.

The Committee is headed by Mr. P.M. Shah, Independent Director and consists of the members as stated below. During the year ended on 31st March, 2018, this Committee had 01 meeting on 13.02.2018 which was attended by the members as under:-

Sr.
No.
Name of Committee Members No. of Meetings held/ attended
1 Mr. P.M. Shah, Chairman – Independent Director 1 of 1
2 Mr. Ramkisan A. Devidayal – Independent Director 1 of 1
3 Mr. Rajesh C. Parikh, CEO and MD – Executive Director 1 of 1
4 Mr. Atil C. Parikh – MD – Executive Director 1 of 1

During the year, the composition of committee was reconstituted on 25th May, 2017 and Mr. Atil C. Parikh, MD was appointed as the Member of the Committee in place of Mr. Sudhir R. Parikh, Non-Executive Director of the Company.

Mrs. Anuja K. Muley, Company Secretary is designated as the "Compliance Officer" who oversees the redressal of the investors' grievances.

Terms of Reference of Stakeholders Relationship and Share Transfer Committee:

    1. To approve transfer, transmission and/or transposition of shares, issue of duplicate share certificates and all other matters relating to shares and investor grievances.
    1. To look in to redressal of shareholders'/ investors' complaints related to transfer of shares, non-receipt of Balance Sheet, non- receipt of declared dividend, etc. and advising shareholders/ investors on various matters such as to avail Nomination facility, fill up ECS Mandate, addition of joint names in Demat Accounts, transfer of holding from Physical form to Demat form.
    1. To oversee performance of the Registrar and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services.
    1. To review unclaimed Dividend to the shareholders and take such steps as may be necessary to clear unpaid Dividend at the earliest in the interest of shareholders.
    1. To resolve the grievances of Fixed Deposit holders and matters relating to fixed deposit accepted by the Company.
    1. Such other matter as may be assigned by the Board of Directors from time to time

The Company had not received any grievance directly or through Registrar and Transfer Agents. All the requests for transfer of shares have been processed on time and there are no transfers pending for more than 15 days.

CSR Committee

The Company has constituted a CSR Committee as required under Section 135 of the Companies Act, 2013. The Committee is headed by Mr. Chandresh Parikh, Executive Chairman and consists of the members as stated below. During the year ended on 31st March, 2018, no Committee Meeting was held. The CSR Committee, as on 31st March, 2018, comprised of the following members:

Sr. No. Name of Committee Members No of Meetings held/ attended
1 Mr. Chandresh S. Parikh – Executive Chairman -
2 Mr. P.M. Shah, Chairman – Independent Director -
3 Mrs. Sejal R. Parikh – Non-Executive Director -

During the year, the composition of committee was reconstituted on 25th May, 2017 and Mrs. Sejal R. Parikh, Non-Executive Director was appointed as the Member of the Committee in place of Mr. Sudhir R. Parikh, Non-Executive Director of the Company.

Mr. Ramkisan Devidayal, Independent Director was appointed as the Member of Committee w.e.f. 24th May, 2018.

Independent Directors:

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors of the Company have been appointed for a period of 5 years.

Pursuant to Schedule IV to the Companies Act, every Independent Director has been issued a letter of appointment containing the terms and conditions of his appointment. The terms and conditions of appointment have been posted on the website of the Company at www.20microns.com

Separate meeting of Independent Directors:

In accordance with the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, one separate meeting of the Independent Directors was held during the year on 13th February, 2018, without the attendance of non-independent Directors and members of management, inter alia to:

  • a. Review the performance of the non-independent Directors and the Board as a whole;
  • b. Review the performance of the Chairman of the Company, taking into account the views of the executive directors and nonexecutive directors;
  • c. Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Functional Committees

During the year ended 31st March, 2018, the Board of Directors of the Company at its Meeting held on 25th May, 2017, dissolved functional committees viz. Finance Committee and Management Committee.

The Company may, from time to time, constitute such other functional Committees. The above Committees were delegated powers and duties with respect to specific purposes. Meetings of such Committees are held for the growth and efficient management and better co-ordination in the working of the Company.

Policies/Codes

a. Vigil Mechanism Policy

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. The policy of vigil mechanism may be accessed on the Company's website www.20microns.com

No personnel has been denied access to the Audit Committee.

b. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no sexual Harassment Complaint has been received by the Company. The policy of Sexual Harassment at workplace may be accessed on the Company's website www.20microns.com

General Body Meetings

(i) Annual General Meeting (AGM):

The details of Annual General Meetings held in last 3 years are as under:-

Financial
Year
Date Location Time No. of Special
Resolutions
passed
2016-17 22.09.2017 Conference Room at 347, GIDC Industrial
Estate, Waghodia, Dist.: Vadodara.
3.00 p.m. 07
2015-16 23.09.2016 Conference Room at 347, GIDC Industrial
Estate, Waghodia, Dist.: Vadodara.
3.00 p.m. 03
2014-15 25.09.2015 Conference Room at 347, GIDC Industrial
Estate, Waghodia, Dist.: Vadodara.
3.00 p.m. 08

(ii) Extra Ordinary General Meetings:

During the year, no Extra-ordinary General Meeting was held.

(iii) Postal Ballot:

During the year, the Company didn't not get approval of the Members, through Postal Ballot.

Management review and responsibility

  • Formal evaluation of officers
  • The nomination and remuneration committee of the Board approves the compensation and benefits for all executive Board members.
  • - Board interaction with clients, employees, institutional investors, the government and the media. The Executive Chairman and the MDs represent the company in interactions with investors, the media and various governments.
  • - We have an integrated approach to managing risks inherent in various aspects of our business.
  • - A detailed report on our Management's discussion and analysis forms part of this Annual Report.

Disclosures

    1. Transactions with related parties, as per requirements of Accounting Standard 18, are disclosed in notes to accounts annexed to the financial statements.
    1. There are no materially significant transactions with the related parties viz. Promoters, Directors or the Management, or their relatives or Subsidiaries that had potential conflict with the Company's interest. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the Annual Report. The company has identified that there are no materially significant transactions with the related parties pursuant to the material related party transaction policy formulated by the Company. The said policy is available on the website of company www.20microns.com
    1. The Company has followed all relevant Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 while preparing Financial Statements.
    1. There are no pecuniary relationships or transactions of Non-Executive Directors vis-à-vis the Company which has potential conflict with the interests of the Company at large.
    1. Except by SEBI, No penalties or strictures have been imposed on the Company by Stock Exchange or any statutory authority on any matter related to capital markets during the last three years. SEBI had during the FY 2017-18, imposed penalty of ` 2,00,000.00 for non-adhering the provision of the Listing Agreement.
    1. The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.
    1. During the year ended 31st March, 2018, the Company does not have any material listed/unlisted subsidiary companies as defined in Regulation 16(1)(c) of the Listing Regulation, 2015. However, the Company has framed a policy for determining "material subsidiary" and the same is disclosed on the Company's website at www.20microns.com
  • The Independent Directors have confirmed that they meet the criteria of 'Independence' as stipulated in Section 149(7) of the Companies Act, 2013.

Disclosures of Unclaimed Shares

The following are the number of Shares issued pursuant to the Public Issue, which remain unclaimed despite the best efforts of the Registrar to Issue as well as of the Company:

Particulars Aggregate No. of
Shareholders
Aggregate No.
of Shares
Shares lying in Suspense account as on 01.04.2017 3 844
Shares transferred from Suspense account during the year Nil Nil
Shares lying in Suspense account as on 31.03.2018 3 844

The Voting rights on above shares shall remain frozen till the rightful owner of such shares claims the shares.

Plant Locations

Manufacturing Unit

Plant Location Address
Bhuj Plot No.157, Village – Mamuara, Taluka : Bhuj, dist : Kutch, Gujarat - 370 020.
Hosur Plot No.23-24, SIPCOAT,Phase II, Housr, Dist : Kishangiri, Tamil Nadu - 635109
Haldwani Village: Haripur,Bareilly Road, Taluka: Haldwani,Dist. Nainital,Utarakhand. -263139
Vadadala Plot No.172/175, Jarod – Samalaya Road, Taluka - Savli, Dist. Vadodara - 391520, State - Gujarat.
Alwar Plot No. F-140 and B-77-78, M.I.A., Alwar, Rajasthan
Waghodia Plot No. 253-254 & 256 GIDC, Waghodia
Nandesari 55,GIDC,Nandesari,Dist. Vadodara-391340
Udaipur Plot No. F-233-234, Road No. 1E, Matsya Industrial Estate, Madri, Udaipur, Rajasthan-313001.

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

The CEO and CFO has issued certificate pursuant to the provisions of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of this Annual Report.

Non-Mandatory Requirements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Company has not adopted non-mandatory requirements as mentioned in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Certificate

A certificate from the statutory auditors of the company, confirming the compliance with all the conditions of corporate governance, as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed at the end of this report.

Means of Communication

The quarterly, half-yearly and yearly financial results of the Company are sent to the Stock Exchanges immediately after these were approved by the Board. These were widely published in Business Standard and/or Economics Times and/or Loksatta.

These results are simultaneously posted on the website of the Company at www.20microns.com.

Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013 and Rules made there under, the Board of Directors of the company appointed M/s. J. J. Gandhi and Co., Practicing Company Secretaries, to conduct Secretarial Audit of records and documents of the company. The Secretarial Audit Report confirms that the Company has complied with all the provisions of Companies Act, 2013, Depositories Act, 1996, Listing Agreements with stock exchanges, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all the Regulations and Guidelines of the Securities and Exchange Board of India, as applicable to the company.

General Shareholders' Information

Annual General Meeting:

Day and Date : Wednesday, 19th September, 2018
Time : 3.00 p.m.
Venue : Conference Room at 347, GIDC Industrial Estate, Waghodia, Dist.: Vadodara-391760.

Financial Calendar:

The Company follows the period of 01st April to 31st March, as the Financial Year.

First quarterly results* : on or before 15th August, 2018
Second quarterly/Half yearly results* : on or before 15th November, 2018
Third quarterly results* : on or before 15th February, 2019
Annual results for the year Fourth quarterly results* : on or before 30th May, 2019
Annual General Meeting for the year
ending on 31st March, 2018
: on or before 30th September 2018

(*subject to modification in Act/Rules/Regulation by SEBI/BSE/NSE)

Book Closure:

The Register of Members and the Share Transfer Books of the Company shall remain close from Wednesday, 12th September, 2018 till Wednesday, 19th September, 2018 (both days inclusive) for the purpose of 31st Annual General Meeting.

Dividend Payment Date:

On or after 27th September, 2018.

Dividend, when declared, will be payable on or after 27th September, 2018 to those members whose names are registered as such in the Register of Members of the Company as on 11th September, 2018 and to the Beneficiary holders as per the beneficiary list as on 11th September, 2018 provided by the NSDL and CDSL.

Listing of Shares and Other Securities:

The company's equity shares are listed on the following stock exchanges:

Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001. Stock Code: 533022

National Stock Exchange of India Limited Exchange Plaza, Bandra – Kurla Complex, Bandra [East], Mumbai – 400 051. Stock Code: 20MICRONS

Demat – ISIN Number for NSDL & CDSL: INE144J01027

Listing Fees:

The Company has paid listing fees up to 31st March, 2018 to the Bombay Stock Exchange and National Stock Exchange of India Ltd. where Company's shares are listed.

MARKET PRICE DATA

The monthly high and low prices of the shares of the company as quoted on Bombay Stock Exchange Limited and National Stock Exchange of India Limited for the FY 2017-18 are given hereunder:

Bombay Stock Exchange Limited National Stock Exchange of India Limited
Month High Price Low Price Close Price High Price Low Price Close Price
Apr-17 49 35.15 43.85 49.4 34.75 43.9
May-17 45.7 36 37.4 45.6 36.05 37.25
Jun-17 42.5 36.2 38.05 42.5 36.16 37.85
Jul-17 44.6 37 38.25 44.8 37.2 38.55
Aug-17 39.25 33.25 37.5 40 33.1 37.45
Sep-17 44.7 37 41.65 44.9 36.6 41.7
Oct-17 56.95 38.6 51.3 56.8 38.45 51.4
Nov-17 63.8 45.4 58.3 63.6 45.5 58.3
Dec-17 63.95 51 58.25 63.8 52.5 58.3
Jan-18 68 52.2 52.9 67 52 52.75
Feb-18 57.35 43.65 50.65 57.5 42.55 50.5
Mar-18 53.6 41.4 48.85 53.75 41.1 49.1

Performance in comparison to broad based indices:

The securities of the Company have never been suspended from trading.

Share Transfer Agents:

The following are the details and contacts of the Registrars and Transfer Agents of the company:

CAMEO CORPORATE SERVICES LIMITED

SUBRAMANIAN BUILDING, NO. 1, CLUB HOUSE ROAD, CHENNAI – 600 002. TELE FAX: +91 044 28460395/0390

EMAIL : [email protected]

SHARE TRANSFER SYSTEM

The company's shares are traded on stock exchanges in de-mat mode only. Those transfers are effected through depositories i.e. NSDL and CDSL.

In physical mode, the transfer of shares are processed, approved and returned to the transferee within fifteen days from the date of lodgment of the same, subject to documents being valid and complete in all respects.

DISTRIBUTION OF SHAREHOLDING

The distribution of shareholding of the company as on 31st March, 2018 is as follows:

SLNO HOLDING NUMBER % OF TOTAL SHARES
CAPITAL (Rs.)
SHARES % OF
STOTAL
1 between 1 and 1000 7665 59.89 3309985 661997 1.88
2 between 1001 and 5000 3812 29.79 9896095 1979219 5.61
3 between 5001 and 10000 601 4.7 4867515 973503 2.76
4 between 10001 and 20000 298 2.33 4517755 903551 2.56
5 between 20001 and 30000 160 1.25 3950485 790097 2.24
6 between 30001 and 40000 51 0.4 1789745 357949 1.01
7 between 40001 and 50000 48 0.38 2274900 454980 1.29
8 between 50001 and
100000
58 0.45 4006565 801313 2.27
9 > 100000 105 0.82 141819465 28363893 80.38
Total 12798 100 176432510 35286502 100

Shareholding Pattern:

The shareholding of different categories of the shareholders as on 31st March, 2018 is given below:-

SL NO CLIENT TYPE NO. OF SHARES % OF HOLDINGS
1 Promoters 15300547 43.36
2 Corporate Body 6172485 17.49
3 Resident 11716125 33.21
4 FI 32295 0.09
5 NRI 1865276 5.30
6 Clearing Member 87771 00.26
7 Trusts 206 00.00
8 Financial Institutions/Bank 99103 00.29
9 Employees 12694 0.00
Total 35286502 100.00

Dematerialization of Shares:

About 98% of total equity share capital is held in dematerialized form with NSDL and CDSL as on 31st March, 2018.

The Promoter holding is 43.36% as against Non-Promoter holding of 56.64%.

Outstanding GDRs/ADRs/Warrants or any Convertible Instruments:

Not Issued.

Reconciliation of Share Capital Audit:

As stipulated by Securities and Exchange Board of India, a qualified practicing Company Secretary carries out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited and Central Depository Services (India) Limited and the total issued and listed capital. No discrepancies were noticed during these audits.

INVESTORS CORRESPONDENCE

In order to facilitate quick redressal of the grievances/queries as also quick disposal of the matters relating to physical share transfers, transmissions, transposition and any other query relating to the shares of the Company, please write to:

Ms. Anuja K. Muley Company Secretary and Compliance Officer 20 Microns Limited 9/10, GIDC Industrial Estate, Waghodia – 391760. Dist. Vadodara, Gujarat, India Tel : +91 7574806350 Fax: +91 2668 264003 Email: [email protected]

Registered Office:

9/10, GIDC INDUSTRIAL ESTATE, WAGHODIA – 391760 DIST. VADODARA GUJARAT, INDIA TEL: +91-7574806350 FAX: +91-2668-264003

Subsidiary Companies

The Company does not have a material subsidiary as defined under Regulation 16 (1) (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Policy for determining material subsidiaries is posted on the website of the Company at www.20microns.com

Unclaimed Dividend

Pursuant to Section 205 A read with 205 C of the Companies Act, 1956, unclaimed dividends for the year ended 31st March, 2010 have been transferred to the Investor Education and Protection Fund.

Shareholders are requested to en-cash their dividend warrants immediately on receipt as dividends remaining unclaimed for seven years are to be transferred to the Investor Education and Protection Fund.

Pursuant to Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, shares, in respect of which dividend is not claimed for seven consecutive years, is required to be transferred by the Company in the name of Investor Education and Protection Fund (IEPF). Any claimant of such transferred shares would be entitled to claim the transfer of shares from IEPF in accordance with the procedure as laid down in the aforesaid Rules. The company has started procedure to transfer shares to IEPF.

Shareholders are requested to visit the website of the Company at www.20microns.com for details of amounts lying in the unclaimed dividend accounts of the Company, unclaimed dividend for 2009-10 transferred to the IEPF, the shares transferred to IEPF and the shares due to be transferred to IEPF.

Place : Waghodia, Vadodara Chandresh S. Parikh Date : 24.05.2018 (Chairman)

The Board of Directors 20 Microns Limited

Dear Members of the Board,

    1. We have reviewed Audited Financial statements and the cash flow statement of 20 Microns Limited for the year ended 31st March, 2018 and that to the best of our knowledge and belief :
  • i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
  • ii) these statements together present a true and fair view of the Company's affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.
    1. To the best of our knowledge and information, no transactions are entered into by the Company during the year ended 31st March, 2018, which are fraudulent, illegal and violative of the Company's Code of Conduct.
    1. We accept responsibility for establishing and maintaining internal controls for financial reporting. In order to evaluate the effectiveness of internal control systems, pertaining to financial reporting and for risk management we have established internal framework to carry out independent study at regular intervals on risk management and internal controls, which helps in forming the opinion for CEO/CFO certification as required.
    1. We have informed to the Auditors and the Audit Committee:
  • i) There are no Significant changes in the internal control over financial reporting during the year;
  • ii) There are no Significant changes in accounting policies during the year and
  • iii) There are no instances of significant fraud of which we have become aware.
    1. We have provided protection to Whistle Blower from unfair termination and other unfair or prejudicial employment practices.
    1. We further declare that all Board Members and Senior Management Personnel have affirmed compliance with code of conduct and ethics for the year covered by this report.

Narendra R. Patel Chief Financial Officer

Rajesh C. Parikh CEO and Managing Director

Place : Waghodia Date : 24.05.2018

AUDITORS' CERTIFICATE FOR COMPLIANCE OF CORPORATE GOVERNANCE

To, The Members of

20 MICRONS LIMITED

Auditor's Certificate on Corporate Governance

  1. We, J.H. Mehta & Co., Chartered Accountants, the statutory auditors of 20 Microns Limited (the Company) have examined the relevant records for the year ended March 31, 2018 relating to compliance of conditions of Corporate Governance stipulated as per regulations 17 to 27, clause (b) to (i) of sub-regulation (2) of regulation 46 and paragraphs C and D of Schedule V of the Securities and Exchange Board of India (Listing obligation and Disclosure Requirement) Regulations 2015 ('Listing Regulations') for the year ended on 31 March 2018.

Management's responsibility

  1. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in Listing Regulations.

Auditor's responsibility

    1. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
    1. We have examined the books of account and other relevant records and documents maintained by the Company for the purpose of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
    1. We have carried out an examination of relevant records of the company in accordance with the 'Guidance Note on Certification of Corporate Governance' issued by the Institute of Chartered Accountants of India(the ICAI). The Standard on Auditing specified under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

Conclusion

    1. Based on our examination of the relevant records and according to information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as specified in regulations 17 to 27, clause (b) to (i) of sub-regulation (2) of regulation 46 and paragraphs C and D of Schedule V of the Listing regulations during the year ended March 31, 2018.
    1. We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the management has conducted affairs of the Company.

For J. H. Mehta & Company Chartered Accountants ICAI Firm Regn. No. 106221W Naitik J. Mehta Place : Waghodia, Vadodara Partner Date: May 24, 2018 Membership No.130010

59

SECRETARIAL AUDIT REPORT

(For the Financial year ended on 31st March, 2018) [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, 20 Microns Ltd. 9 – 10, GIDC Industrial Estate, Waghodia, Baroda - 391760

Dear Sirs,

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practice by 20 Microns Ltd. (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company, for the financial year ended on 31st March, 2018, according to the provisions of:

    1. The Companies Act, 2013 (the Act) and the rules made thereunder.
    1. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
    1. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;
    1. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment and External Commercial Borrowings.
    1. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act').
  • A. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
  • B. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.
  • C. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 - Not Applicable as the Company did not issue any security during the financial year under review.

  • D. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. - Not Applicable as the Company has not granted any options to its employees during the financial year under review.

  • E. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. - Not Applicable as the Company neither issue nor listed any debt securities during the financial year under review.
  • F. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.
  • G. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. - Not Applicable as the Company has not delisted its equity shares from any stock exchange during the financial year under review.
  • H. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. - Not Applicable as the Company did not buy back any security during the financial year under review.
    1. Considering representation of management and products, process and location of the Company, following laws are applicable specifically to the Company. Having regard to the compliance system prevailing in the Company and on examination of the relevant records on test check basis, we further report that the Company has complied with the following laws;
  • A. The Water (prevention and control of pollution) Act, 1974
  • B. The Air (Prevention and Control of Pollution) Act, 1981
  • C. The Environment (Protection) Act, 1984
  • D. The Mines Act, 1952
  • E. The Mines and Minerals (Development & Regulations) Act, 1957
  • F. The Mines and Minerals (Development & Regulations) Amendment Ordinance, 2015

We have also examined compliance with the applicable clauses of the following;

  • (i) Secretarial Standards issued by The Institute of Company Secretaries of India.
  • (ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards mentioned above.

We further report that;

The Board of Directors of the Company is duly constituted

SECRETARIAL AUDIT REPORT [Contd.]

with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent atleast seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

We further report that as per the minutes of the meetings duly recorded and signed by the Chairman, the decisions were carried at meetings without any dissent.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that pursuant to the provisions to Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, shares, in respect of which dividend has not been claimed for seven consecutive years, are required to be transferred by the Company in the name of Investor Education and Protection Fund (IEPF) and accordingly, the company has initiated the process of transferring shares to IEPF.

for J. J. Gandhi & Co. Practicing Company Secretaries

Place: Vadodara Date: 24th May, 2018

(J. J. Gandhi) Proprietor FCS No. 3519 and CP No. 2515

This report is to be read with our letter of even date which is annexed as Annexure and forms an integral part of this report.

Annexure to Secretarial Audit Report

Date: 24th May, 2018

To, The Members, 20 Microns Ltd. 9 – 10, GIDC Industrial Estate, Waghodia, Baroda – 391760

Our report of even date is to be read along with this letter.

    1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
    1. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and the practices, we followed provided a reasonable basis for our opinion.
    1. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
    1. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
    1. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
    1. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

for J. J. Gandhi & Co. Practicing Company Secretaries (J. J. Gandhi) Proprietor FCS No. 3519 and CP No. 2515

STANDALONE FINANCIAL STATEMENT

INDEPENDENT AUDITOR'S REPORT

To The Members of 20 Microns Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of 20 Microns Limited ('the Company'), which comprise the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as 'Standalone Ind AS Financial Statements').

Management's Responsibility for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS, of the state of affairs (financial position) of the Company as at 31st March 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other matters

The Comparative financial information of the Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 1st April 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31st March 2017 and 31st March 2016 dated 25th May 2017 and 23rd May 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our Opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

    1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of section 143 (11) of the Act, we give in the "Annexure – A", a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.
    1. As required by Section 143 (3) of the Act, we report that:
  • a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
  • b) In our opinion, proper books of account as required

INDEPENDENT AUDITOR'S REPORT [Contd.]

by law have been kept by the Company so far as it appears from our examination of those books.

  • c) The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
  • d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.
  • e) On the basis of written representation received from the directors as on 31st March, 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of the subsection (2) of section 164 of the Companies Act, 2013.
  • f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure – B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.

  • g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

  • i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements. Refer Note 41 to the standalone Ind AS financial statements;
  • ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
  • iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For, J. H. Mehta & Co. Chartered Accountants ICAI Firm Regn. No. 106227W

(Naitik J Mehta) Place: Ahmedabad Partner Date: 24/05/2018 Membership No. 130010

ANNEXURE - A TO INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under "Report on Other Legal and Regulatory Requirements" section of our Independent Auditor's Report, of even date, to the members of 20 Microns Limited on Standalone Ind AS Financial Statements for the year ended 31st March 2018)

  • (i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.
  • (b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.
  • (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company as at 31st March 2018.
  • (ii) The inventory, has been physically verified by the Management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were not material.
  • (iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liabilities Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3 (iii) [(a) to (c)] of the said Order are not applicable to the Company.

  • (iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

  • (v) In respect of deposits accepted by the Company, the Company has complied with the directives of Reserve Bank of India and provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder.
  • (vi) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under sub-section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
  • (vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, income tax, sales tax, goods and service tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities though there has been slight delay in few cases. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, no undisputed amounts payable were in arrears as at 31st March 2018 for a period of more than six months from the date they became payable.

ANNEXURE - A TO INDEPENDENT AUDITOR'S REPORT [Contd.]

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales tax, GST, service tax, duty of excise and customs duty which have not been deposited on account of any dispute.The particulars of dues of income tax as at 31st March 2018 which have not been deposited on account of a dispute, are as follows:

Name of statute Nature of dues Amount
(in Lakhs)
Period to which
the amount
relates
Forum where the dispute
is pending
Income Tax Act. 1961 Income Tax 5.96 Assessment Year
2009-10
Commissioner of Income
Tax, Appeals
Income Tax Act. 1961 Income Tax 44.53 Assessment Year
2016-17
Central Processing Centre
Bengaluru
50.49
  • (viii) The Company has not defaulted in repayment of loans or borrowing dues to financial institution or bank or dues to debenture holders.
  • (ix) The Company did not raise any money by way of initial public offer, further public offer (including debt instruments) or term loans during the year.
  • (x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been, noticed or reported during the year, nor we have been informed of any such case by the Management.
  • (xi) In our opinion and according to the information and explanations given to us, the Company has paid or provided managerial remuneration during the year in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.
  • (xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
  • (xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act, 2013. Details of such transactions

have been disclosed in the financial statements as required by the applicable Indian Accounting Standards.

  • (xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
  • (xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.
  • (xvi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For, J. H. Mehta & Co. Chartered Accountants ICAI Firm Regn. No. 106227W

(Naitik J Mehta) Place : Ahmedabad Partner Date : 24/05/2018 Membership No. 130010

ANNEXURE - B TO INDEPENDENT AUDITOR'S REPORT [Contd.]

(Referred to in paragraph 2 (f) under "Report on Other Legal and Regulatory Requirements" section of our Independent Auditor's Report, of even date, to the members of 20 Microns Limited on Standalone Ind AS Financial Statements for the year ended 31st March 2018) Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of 20 MICRONS LIMITED ("the Company"), as of 31st March, 2018 in conjunction with our audit of the standalone Ind As financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that

  • (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
  • (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
  • (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For, J. H. Mehta & Co. Chartered Accountants ICAI Firm Regn. No. 106227W

(Naitik J Mehta) Place : Ahmedabad Partner Date : 24/05/2018 Membership No. 130010

BALANCE SHEET

as at March 31st, 2018

As at
As at
As at
Particulars
Notes
March 31, 2018
March 31, 2017
1st April, 2016
I.
ASSETS
1
Non-current assets
(a) Property, Plant and Equipment
3.1
16,371.74
15,540.06
15,808.47
(b) Capital Work in Progress
3.2
766.47
679.86
218.77
(c) Intangible Assets
4.1
35.02
63.68
103.75
(d) Intangible Assets under Development
4.2
21.80
21.80
21.80
(e) Investments in Subsidiaries
5
1,834.84
1,770.54
1,170.54
(f)
Financial Assets
(i)
Investments
6
333.75
183.13
204.75
(ii) Loans
7
289.97
264.01
257.96
(iii) Other Financial Assets
8
155.00
192.50
37.50
(g) Other Non-Current Assets
9
830.84
1,419.68
845.43
Total Non-Current Assets
20,639.44
20,135.26
18,668.97
2
Current assets
(a) Inventories
10
6,255.00
5,917.23
6,414.52
(b) Financial Assets
(i)
Trade Receivables
11
6,169.15
5,270.05
5,463.47
(ii) Cash and Cash Equivalents
12
299.89
458.81
368.78
(iii) Bank Balances other than (ii) above
13
262.03
321.84
498.46
(iv) Loans
14
101.29
102.33
55.81
(v) Other Financial Assets
15
3.20
12.62
3.07
(c) Current Tax Assets (Net)
16
-
32.63
-
(d) Other Current Assets
17
1,390.81
1,625.11
2,407.71
Total Current Assets
14,481.37
13,740.62
15,211.82
TOTAL ASSETS
35,120.81
33,875.87
33,880.79
II.
EQUITY AND LIABILITIES
1
Equity
(a) Equity Share Capital
18
1,764.33
1,764.33
1,764.33
(b) Other Equity
19
11,513.74
9,967.47
8,702.91
Total equity
13,278.06
11,731.79
10,467.23
2
Liabilities
Non-Current Liabilities
(a) Financial Liabilities
(i)
Borrowings
20
5,628.97
6,301.25
6,978.99
(ii) Other Financial Liabilities
21
13.14
13.14
7.14
(b) Deferred Tax Liabilities (Net)
22
2,128.56
1,797.22
1,601.05
Total Non-Current Liabilities
7,770.67
8,111.62
8,587.19
Current liabilities
(a) Financial Liabilities
(i)
Borrowings
23
5,835.08
6,945.78
7,139.34
(ii) Trade Payables
24
5,798.39
4,918.20
5,187.28
(iii) Other Financial Liabilities
25
2,179.67
1,965.29
2,055.46
(b) Other Current Liabilities
26
157.30
166.90
242.37
(c) Provisions
27
61.84
36.30
67.91
(d) Current Tax Liabilities (Net)
28
39.80
-
134.01
Total Current Liabilities
14,072.08
14,032.46
14,826.37
Total Liabilities
21,842.75
22,144.08
23,413.56
TOTAL EQUITY AND LIABILITIES
35,120.81
33,875.87
33,880.79
(` In Lakhs)

See accompanying notes to the financial statements As per Our Report Attached

As per our audit report of even date attached

For J H Mehta & Co. For and on behalf of Board of Directors Chartered Accountants

Firm Reg. No. 106227W

Place : Ahmedabad Waghodia Date : May 24, 2018 May 24, 2018

Naitik J Mehta C.S. Parikh P. M. Shah N. R. Patel Anuja K. Muley Partner Executive Chairman Independent Chief Financial Company M. No. 130010 Director Officer Secretary

DIN # 00041584 DIN # 00017558 A21243

STATEMENT OF PROFIT AND LOSS

as at March 31st, 2018

(` In Lakhs)
For the Year
ended 31st
For the Year
ended 31st
Particulars Notes March 2018 March 2017
I. Revenue
Revenue from Operations
29 38,856.94 37,168.17
II. Other income 30 356.04 248.60
III. Total Income (I+II) 39,212.98 37,416.78
IV. Expenses
Cost of materials consumed 31 17,936.14 16,293.26
Changes in inventories of finished goods, stock in
trade and work in progress 32 (72.30) 427.51
Employee Benefits Expenses 33 3,686.80 3,307.45
Finance Costs 34 2,138.98 2,273.88
Depreciation and Amortization Expenses 35 910.51 897.68
Other Expenses 36 12,082.48 12,283.96
Total Expenses (IV) 36,682.61 35,483.75
V. Profit/(Loss) Before Exceptional Items and Tax(III-IV) 2,530.38 1,933.03
VI. Exceptional Items 37 150.85 -
VII. Profit/(Loss) Before Tax (V-VI) 2,379.52 1,933.03
VIII. Tax expense: 38
Current Tax 703.86 401.55
Deferred Tax 87.64 215.54
IX. Profit/(Loss) for the period(VII-VIII) 1,588.02 1,315.95
X. Other comprehensive income 39
A.
(i)
Items that will not be reclassified to profit or loss
141.14 (74.77)
B. (ii) Income tax related to items that will not be reclassified to profit or loss
(i)
Items that will be reclassified to profit or loss
(31.47) 23.38
(ii) Income tax related to items that will be reclassified to profit or loss
Total other comprehensive income 109.67 (51.39)
XI. Total comprehensive income for the period (IX+X) 1,697.70 1,264.56
Earnings per equity share of Face Value of ` 5 each 40
Basic 4.50 3.73
Diluted 4.50 3.73

See accompanying notes to the financial statements

As per our audit report of even date attached

For J H Mehta & Co.
Chartered Accountants
Firm Reg. No. 106227W
For and on behalf of Board of Directors
Naitik J Mehta
Partner
M. No. 130010
C.S. Parikh
Executive Chairman
DIN # 00041584
P. M. Shah
Independent
Director
DIN # 00017558
N. R. Patel
Chief Financial
Officer
Anuja K. Muley
Company
Secretary
A21243
Place : Ahmedabad
Date : May 24, 2018
Waghodia
May 24, 2018

CASH FLOW STATEMENT

as at March 31st, 2018

(` In Lakhs)
For the Year For the Year
ended 31st ended 31st
Particulars March 2018 March 2017
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Tax 2,379.52 1,933.03
Adjustments for:
Depreciation 910.51 897.68
Loss on sale/disposal of Property, plant and equipment 10.43 19.07
Bad Debts Written Off (0.90) (5.76)
Provision made/reversed for Doubtful Debts (Trade Receivables) (16.27) 78.20
Effect of foreign exchange gain/loss (2.41) 8.31
Provision for Leave Encashment 5.25 3.00
Finance Costs 2,140.23 2,348.19
Provision/liability no longer required (120.29) (34.77)
Debit balance written off 46.23 5.71
Dividend Income (87.20) -
Interest Income (48.50) (56.39)
Operating Profit before Working Capital Changes 5,216.59 5,196.27
Adjustments for changes in Working Capital
(Increase)/Decrease in Trade Receivables (879.51) 112.66
(Increase)/Decrease in Other - Non Current Assets 2.38 (11.48)
(Increase)/Decrease in Other financial assets-Non-current 37.50 (155.00)
(Increase)/Decrease in Short Terms Loans and Advances 1.04 (46.52)
(Increase)/Decrease in Other Current Assets 234.31 782.59
(Increase)/Decrease in Other financial assets-Current 9.42 (9.55)
(Increase)/Decrease in Inventories (337.77) 497.30
(Increase)/Decrease in Long-term loan and advances (25.96) (6.06)
Changes in Trade and Other Receivables (958.60) 1,163.94
Increase/(Decrease) in Trade Payables 941.14 (256.82)
Increase/(Decrease) in Other Long term Financial liabilities 6.00
Increase/(Decrease) in Duties and Taxes
Increase/(Decrease) in Advance from Customers
Increase/(Decrease) in Deposit from Suppliers
Increase/(Decrease) in Other current Liabilities (9.60) (75.47)
Increase/(Decrease) in Other Financial current Liabilities 151.43 (108.65)
Increase/(Decrease) in Deposits from Customers
Increase/(Decrease) in Short-term provisions
70.16 (65.26)
Increase/(Decrease) in Long-term provisions
Increase/(Decrease) in Provision for Revenue Expenses
Changes in Trade and Other Payables 1,153.13 (500.19)
Cash Generated from Operations 5,411.12 5,860.02
Extra Ordinary Items and Other Adjustments
Taxes Refund
Income tax paid ( Net of refunds) (419.21) (564.17)
Net Cash from Operating Activities 4,991.92 5,295.85
B. CASH FLOW FROM INVESTING ACTIVITIES
Payments for Property, plant and equipments/Intangible assets including
capital work in progress and capital advances. (1,298.69) (1,664.35)
Sale of Non-current investments
Proceeds from sale of Property, plant and equipments 28.34 26.52
Investment in Subsidiaries (64.31) (600.00)
Maturity of Deposits with original maturity of more than three months 59.80 176.62
Interest Received 48.50 56.39
Dividend Income 87.20 -
Net Cash used in Investing Activities (1,139.15) (2,004.82)

CASH FLOW STATEMENT

as at March 31st, 2018 [Contd.]

(` In Lakhs)
Particulars For the Year
ended 31st
March 2018
For the Year
ended 31st
March 2017
C.
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Share Application Money -
Repayment of Share Application Money -
Repayment of Long-term borrowings (Net) (672.29) (677.74)
Repayment of Short-term borrowings (Net) (1,110.70) (193.56)
Interest Paid (2,140.23) (2,348.19)
Dividend Paid (including tax thereon) (151.42)
Net Cash from Financing Activities (4,074.64) (3,219.49)
NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) (221.88) 71.55
Cash and Cash Equivalents at the beginning of the year 435.71 364.16
Cash and Cash Equivalents at the end of the year 213.84 435.71
Closing Cash and Cash Equivalents comprise:
Cash in hand 15.35 15.65
Balances with Scheduled Banks
Balance in Current Account 284.54 443.16
Total 299.89 458.81
Less : Amount due to bank in current account (86.05) (23.10)
Total 213.84 435.71

Notes to Cash Flow Statement:

  • (i) The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Indian Accounting Standard IND AS - 7 on Cash Flow Statements.
  • (ii) Purchase of fixed assets are stated inclusive of movements of capital work in progress, assets under development and capital advances.
  • (iii) Previous year figures have been regrouped and reclassified wherever considered necessary to conform to the current year's figures.
  • (iv) In Part A of the cash flow statement, figures in brackets indicate deductions made from the Net Profit for deriving the Net cash flow from operating activities. In Part B and Part C, figures in bracket indicate cash-outflow.

As per our audit report of even date attached

For J H Mehta & Co.
Chartered Accountants
Firm Reg. No. 106227W
For and on behalf of Board of Directors
Naitik J Mehta
Partner
M. No. 130010
C.S. Parikh
Executive Chairman
P. M. Shah
Independent
Director
N. R. Patel
Chief Financial
Officer
Anuja K. Muley
Company
Secretary
DIN # 00041584 DIN # 00017558 A21243
Place : Ahmedabad
Date : May 24, 2018
Waghodia
May 24, 2018

STANDALONE STATEMENT OF CHANGES IN EQUITY (SOCIE) FOR THE YEAR ENDED 31ST MARCH 2018

(a) Equity share capital

(` In Lakhs)
As at As at As at
March 31, 2018 March 31, 2017 April 2016
Amount Amount Amount
Balance at the beginning of the reporting period 1,764.33 1,764.33 1,764.33
Changes in equity share capital during the year - - -
Balance at the end of the reporting period 1,764.33 1,764.33 1,764.33

(b) Other equity

(` In Lakhs)
Reserves and Surplus Other
Comprehe-
nsive
Income -
Total
Other
Equity
General
Reserve
Securities
Premium
Account
Retained
earnings
Equity
Instruments
through
OCI
Balance at April 1, 2016 (A) 120.54 3,980.33 4,602.04 - 8,702.91
Add: Profit during the Period - 1,315.95 1,315.95
Add/(less): Other Comprehensive Income for the
year (Net of Tax)
(16.63) (16.63)
Add/(less): Remeasurements of post-employment
benefit obligation, net of tax
- (34.75) (34.75)
Balance at March 31, 2017 (B) 120.54 3,980.33 5,883.23 (16.63) 9,967.47
Less: Share issue expenditure - -
Add: Profit during the Period - 1,588.02 1,588.02
Add/(less): Other Comprehensive Income for the
year (Net of Tax)
115.87 115.87
Add/(less): Remeasurements of post-employment
benefit obligation, net of tax
- (6.20) (6.20)
Less : Appropriations -
Dividend Declared - 140.44 140.44
Corporate Tax on Dividend - 10.98 10.98
Closing Balance 120.54 3,980.33 7,313.64 99.23 11,513.74

Note : (i) The Company has elected to recognise changes in the fair value of investments in equity securities in other comprehensive income. These changes are accumulated within the Equity instruments through OCI.

As per our audit report of even date attached

Chartered Accountants

Firm Reg. No. 106227W

Place : Ahmedabad Waghodia Date : May 24, 2018 May 24, 2018

M. No. 130010 Director Officer Secretary DIN # 00041584 DIN # 00017558 A21243

For J H Mehta & Co. For and on behalf of Board of Directors

Naitik J Mehta C.S. Parikh P. M. Shah N. R. Patel Anuja K. Muley Partner Executive Chairman Independent Chief Financial Company

STATEMENTS OF SIGNIFICANT ACCOUNTING POLICIES

for the year ended March 31st, 2018

Authorization of financial statements:

The Standalone Financial Statements were authorized for issue in accordance with a resolution passed in meeting of Board of the Directors held on 24th May, 2018.

Notes to Standalone Financial statements for the year ended 31st March 2018

Note 1 - Corporate Information

20 Microns Limited ("Company") is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The registered office of the Company is located at 9 – 10, GIDC, Waghodia, Vadodara – 391760, Gujarat, India.

The Company is engaged in Business of Industrial MicronisedMinerals and Speciality Chemicals.

Note 2 - Significant Accounting Policies

This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

2.1 Basis of Preparation of Financial Statements

2.1.1 Statement of Compliance with Ind AS

The standalone financial statements has been prepared in accordance and comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act and read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

The financial statements for all the periods up to year ended 31 March 2017 were prepared in accordance with the accounting standards notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act and read with Rule 7 of the Companies (Accounts) Rules, 2014 (Previous GAAP) andother relevant provisions.

2.1.2 First-time Adoption of IndAS

The company has adopted all the IndAS standards and the adoptions was carried out in accordance with IndAS 101 First time adoption of Indian Accounting Standards including clarification issued by Ind AS Transition Facility Group (ITFG) on various issues. The transition was carried out from Indian Accounting Principles generally accepted in India as prescribed under Sec133 of the Act, read with Rule7 of the Companies (Accounts) Rules,2014 (IGAAP), which was the previous GAAP.

These financial statementsfor the year ended 31 March 2018 are the first financial statements of the Company under Ind AS. The date of transition to Ind AS is 1st April 2016. Reconciliations and descriptions of the effect of the transition has been summarized in note48 for an explanation of how the transition from Indian GAAP (IGAAP) to Ind AS has affected the Company's financial position, financial performance and cash flows.

All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013.

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.

2.1.3 Historical Cost Convention

These financial statements have been prepared and presented under the historical cost convention, on the accrual basis of accounting except for certain financial assets and financial liabilities that are measured at fair values at the end of each reporting period, as stated in the accounting policies set out below. The accounting policies have been applied consistently over all the periods presented in these financial statements.

2.2 Use of Estimates and Judgements

The presentation of the financial statements are in conformity with the Ind AS which requires the management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and disclosure of contingent liabilities. Such estimates and assumptions are based on management's evaluation of relevant facts and circumstances as on the date of financial statements. The actual outcome may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to the accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes:

Note 38 Current/deferred tax expense

Note 41Contingent liabilities and assets

Note 11 Expected credit loss for receivables

Note 44 Measurement of defined benefit obligations

2.3 Property, Plant and Equipment

An item of Property, plant and equipment that qualifies as an assets is measured at their cost. Following initial recognition, items of property, plant and equipment are

carried at cost less accumulated depreciation and accumulated impairment losses.

The Company identifies and determines the cost of each part of an item of property, plant and equipment separately, if the part has a cost which is significant to the total cost of that item of property, plant and equipment and has useful life that is materially different from that of the remaining item.

The cost of an item of property, plant and equipment comprises of its purchase price including import duties and other non-refundable purchase taxes or levies, directly attributable cost of bringing the asset to its working condition for its intended use and the initial estimate of decommissioning, restoration and similar liabilities, if any. Any trade discounts and rebates are deducted in arriving at the purchase price. Cost includes cost of replacing a part of a plant and equipment if the recognition criteria are met. Expenses directly attributable to new manufacturing facility during its construction period are capitalized if the recognition criteria are met. Expenditure related to plans, designs and drawings of buildings or plant and machinery is capitalized under relevant heads of property, plant and equipment if the recognition criteria are met.

Items such as spare parts, stand-by equipment and servicing equipment that meet the definition of property, plant and equipment are capitalized at cost and depreciated over their useful life.

Subsequent expenditures, including replacement costs where applicable,incurred for an item of Property plant and equipment are added to its books value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is de-recognised when replaced.

Costs in nature of repairs and maintenance are recognized in the Statement of Profit and Loss as and when incurred.

Any item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is charged to revenue in the income statement when the asset is derecognised.

The cost and related accumulated depreciation are eliminated from the financial statements upon sale or retirement of the asset.

2.4 Capital Work in Progress:

Expenditure on projects pending capitalization is shown under the head "Capital Work In Progress" which will be capitalized to respective heads of Fixed Assets on commencement of commercial production.

All the directly identifiable and ascertainable

expenditure, incidental and related to construction incurred during the period of construction on a project, till it is commissioned, is kept as Capital work in progress (CWIP) and after commissioning the same is transferred / allocated to the respective "fixed assets".

Further, advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date are classified and disclosed as capital advances under Other Non-Current Assets.

2.5 Investment Properties

Investment properties comprises of Immovable Property that are held for rental yield and/or capital appreciation.

Investment property is measured initially at its cost, including related transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalised to the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed as and when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.

2.6 Intangible Assets

Intangible asset is recognized only where it is probable that future economic benefits attributable to the asset will accrue to the enterprise and cost can be measured reliably. Intangible assets acquired separately are measured on initial recognition at cost. Internally generated intangibles including research cost are not capitalized and the related expenditure is recognized in the Statement of Profit and Loss in the period in which the expenditure is incurred. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment loss, if any.

Acquired Intangible Assets in the form of "Process Know How" is recognized at the cost of acquisition and amortized on straight line basis over a period of five years, depending on their estimated useful life.

Capitalized software includes cost on Enterprise Resource Planning (ERP) projectandother Software cost including license fees, which provides significant future benefits. ERP Project fees are amortized over a period of seven years. Costs of all other softwareare amortized over a period of five years.

Expenses incurred during development of Process know how or Product development is shown under the head "Intangible asset under development".

Any item of intangible assets is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the intangible asset (calculated as the difference between the net disposal proceeds and the carrying amount of the intangible asset) is recognised in the statement of Profit and Loss when the asset is derecognised.

2.7 Depreciation and amortisation methods, estimated useful lives and residual values

Depreciation is calculated to systematically allocate the cost of property, plant and equipment, intangible asset and investment propertynet of the estimated residual values over the estimated useful life. Depreciation is computed using Straight Line Method (SLM) over the useful lives of the assets as specified in Schedule II to the Companies Act, 2013.

The estimate of the useful life of the assets has been assessed based on technical advice which considers the nature of the asset, the usage of the asset, expected physical wear and tear, the operating conditions of the asset, anticipated technological changes, manufacturers warranties and maintenance support, etc. The management believes that these useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used. The useful lives are reviewed by the management at each financial year end and revised, if appropriate. In case of a revision, the unamortised depreciable amount (remaining net value of assets) is charged over the revised remaining useful lives.

Based on management estimate, residual value of 5% is considered for respective PPE except Lease hold land.

Intangible assets are amortized over their individual estimated useful lives on a Straight Line basis, commencing from the year in which the same are available to the company for its intended use. The useful lives as estimated by the management for the intangible assets are as follows:

a) Process Know How
(Acquired Product Development) 5 Years
b) ERP Software 7 Years

c) Other Software's 5 Years

Freehold land is not depreciated. Cost of lease-hold land is amortized equally over the remaining period of lease.

The residual values, useful lives and methods of depreciation of property, plant and equipmentare reviewed at the end of each financial year and adjusted prospectively if appropriate.

Component accounting of assets: If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment and accordingly depreciated at the useful lives specified as above.

Depreciation on items of property, plant and equipment acquired / disposed off during the year is provided on pro-rata basis with reference to the date of addition / disposal.

Investment properties are depreciated based on the useful life prescribed in Schedule II to the Companies Act, 2013.

2.8 Impairment of non-financial assets

In accordance with Ind AS 36 on "Impairment of Assets" at the balance sheet date, non-financial assets are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made. The recoverable amount of an asset is the greater of its fair value less cost to sell and value in use. To calculate value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market rates and the risk specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs. Fair value less cost to sell is the best estimate of the amount obtainable from the sale of an asset in an arm's length transaction between knowledgeable, willing parties, less the cost of disposal. Assets whose carrying value exceeds their recoverable amount are written down to the recoverable amount. Recoverable amount is higher of an asset's or cash generating unit's net selling price and its value in use.

Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognized for an asset in prior accounting periods may no longer exist or may have decreased.

Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement of profit and loss, except for properties previously revalued with the revaluation surplus taken to Other Comprehensive Income (OCI). For such properties, the impairment is recognised in OCI up to the amount of any previous revaluation surplus.

2.9 Revenue recognition

Revenue is recognized when it is probable that economic benefits associated with a transaction flows to the Company in theordinary course of its activities and the amount of revenue can be measured reliably. Revenue is measured at the fair valueof the consideration received or receivable, net of returns, trade discounts and volume rebates allowed by the Company. The Company bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

Revenue includes only the gross inflows of economic benefits, including excise duty, received and receivable by the Company,on its own account. Amounts collected on behalf of third parties such as Goods and Service Tax, Sales Tax and Value Added Tax are excluded fromrevenue.

Revenue from sale of products is recognized when the Company transfers all the significant risks and rewards

STATEMENTS OF SIGNIFICANT ACCOUNTING POLICIES

for the year ended March 31st, 2018 [Contd.]

of ownership to the buyer, while the company retains neither continuing managerial involvement nor effective control over the product sold. No significant uncertainty exists regarding the amount of the consideration that will be derived from the sale of goods, amount of sale can be measured reliably, and the cost incurred and to be incurred can be measured reliably. Sales figure are inclusive of excise duty and freight in case of landed rates, but are of net of sales returns, and rate or quantity adjustments.

Export benefits available under the prevalent schemes are recognized when there exists no significant uncertainty regards to its realisation.

Interest is recognised using Effective Interest Rate method as set out in Ind AS 109.

Dividend income is recognised, when the right to receive payment is established.

Royalty income is recognised on accrual basis in accordance with the substance of the agreement.

Investment property rental income is recognised as revenue on accrual basis as per the terms of the underlying contract with customers.

Other operating income and misc. income are accounted on accrual basis as and when the right to receive arises.

2.10 Borrowing

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings –interest bearing loans are subsequently measured at amortised cost by using the effective interest method (EIR method). Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of borrowing using the effective interest method (EIR). The EIR Amortization is included as Finance Costs in the statement of profit and loss.

Fees paid on the establishment of loan facilities are recognised as transaction costs of loan to the extent that it is probable that some or all the facility will be draw down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is deferred as a payment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or other expenses as well as through the EIR amortization process.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a long term loan arrangement on or before the end of reporting period with the effect that the liability becomes payable on demand on the reporting date, the Company does not classify the liability as current, if the lender agreed, after the reporting period and before the approval of the financial statement for issue, not to demand payment as a consequence of the breach.

2.11 Borrowing Cost

The Company is capitalising general and specific borrowing costs that are directly attributable to the acquisition or construction of qualifying asset up to the date of commissioning. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. The Expenses incurred in connection with the arrangement of specific borrowings are capitalized over the period of the borrowing and every year such cost is apportioned to assets based on the actual amount borrowed during the year. All other borrowing costs are recognized as expense in the period in which they are incurred and charged to the statement of profit and loss.

Investment income earned on the temporary investment of specific borrowing pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

2.12 Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

2.12.1Financial Asset

Initial Recognition

A financial asset or a financial liability is recognised in the balance sheet only when, the Company becomes party to the contractual provisions of the instrument.

Initial Measurement

At initial recognition, the Company measures a financial asset or financial liability at its fair value plus or minus, in the case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability.

Subsequent Measurement

For purpose of subsequent measurement, financial assets are classified into:

  • Financial assets measured at amortised cost;
  • Financial assets measured at fair value through profit or loss (FVTPL); and
  • Financial assets measured at fair value through other comprehensive income (FVTOCI).

The Company classifies its financial assets in the above mentioned categories based on:

• The Company's business model for managing the financial assets, and

• The contractual cash flows characteristics of the financial asset.

A financial assets is measured at amortised cost if both of the following conditions are met:

  • The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
  • The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

Financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss.

A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:

  • The financial asset is held within a business model whose objective is achieved by both collecting the contractual cash flows and selling financial assets and
  • The assets contractual cash flows represent SPPI.

A financial asset is measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income. In addition, the Company may elect to designate a financial asset, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as 'accounting mismatch').

Equity Investments:

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument byinstrument basis. The classification is made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to statement of profit and loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity. Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Profit andLoss.

De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Company's balance sheet) when:

    1. The contractual rights to the cash flows from the financial asset have expired, or
    1. The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'passthrough' arrangement; and either
  • (1) The Company has transferred substantially all the risks and rewards of the asset, or
  • (2) The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company's continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

Impairment of Financial Assets

The Company assesses impairment based on expected credit loss (ECL) model to the following:

  • Financial assets measured at amortised cost
  • Financial assets measured at fair value through other comprehensive income

Expected credit losses are measured through a loss allowance at an amount equal to:

  • The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or
  • Full time expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument).

The Company follows 'simplified approach' for recognition of impairment loss allowance on trade receivables or contract revenue receivables. Under the simplified approach, the Company is not required to

track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs together with appropriate management estimates for credit loss at each reporting date, right from its initial recognition.

The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the statement of profit and loss. This amount is reflected under the head 'other expenses' in the statement of Profit and Loss. The balance sheet presentation for various financial instruments is described below:

  • Financial assets measured as at amortised cost and contractual revenue receivables - ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the company does not reduce impairment allowance from the gross carrying amount.
  • Financial assets measured at FVTOCI Since financial assets are already reflected at fair value, impairment allowance is not further reduced from its value. Rather, ECL amount is presented as accumulated impairment amount in the OCI.

For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.

The Company does not have any purchased or originated credit-impaired (POCI) financial assets, i.e., financial assets which are credit impaired on purchase/ origination.

2.12.2Financial Liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in case of loans and borrowings and payables, net of directly attributable transaction costs.

The Company's financial liabilities include trade and other payables, loan and borrowings including bank overdrafts, financial guarantee contracts and derivative financial instruments.

Subsequent measurement

  • Financial liabilities measured at amortised cost
  • Financial liabilities subsequently measured at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ loss are not subsequently transferred to Profit andLoss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss. The Company has not designated any financial liability as at fair value through profit and loss.

Financial Guarantee Contracts

Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation.

Loan and Borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the

respective carrying amounts is recognised in the statement of profit or loss.

2.12.3Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the group or the counterparty.

2.13 Fair Value

The Company measures certain financial instruments at fair value at each balance sheet date.

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:

  • In the principal market for the asset or liability, or
  • In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company. 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.

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 under, based on the lowest level input that is significant to the fair value measurement as a whole:

  • Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
  • Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
  • Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Company's management determines the policies and procedures for both recurring fair value measurement, such as unquoted financial assets measured at fair value, and for non-recurring measurement, such as assets held for distribution in discontinued operations. The management comprises of the Managing Director and Chief FinancialOfficer.

External valuers are involved for valuation of significant assets, such as unquoted financial assets. Involvement of external valuers is decided upon annually by the Valuation Committee after discussion with and approval by the management. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. Valuers are normally rotated every three years. The management decides, after discussions with the Company's external valuers, which valuation techniques and inputs to use for each case.

At each reporting date, the management analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Company's accounting policies. For this analysis, the management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation.

The management, in conjunction with the Company's external valuers, also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable. For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes. (refer note 37)

    1. Disclosures for valuation methods, significant estimates and assumptions.
    1. Quantitative disclosures of fair value measurement hierarchy.
    1. Investment in unquoted equity shares.
    1. Financial instruments (including those carried at amortised cost).

2.14 Inventories

Raw materials, work-in-progress, finished goods, packing materials, stores, spares, components, consumables and stock-in trade are carried at the lower of cost and net realizable value. However, materials and other items held for use in production of inventories are not written down below cost if the finished goods in which they will be incorporated are expected to be sold at or above cost. The comparison of cost and net realizable value is made on an item-by item basis.

In determining the cost of raw materials, packing materials, stock-in-trade, stores, spares, components

and consumables, weighted average cost method is used. Cost of inventory comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventory to their present locationand condition.

Cost of finished goods and work-in-progress includes the cost of raw materials, packing materials, an appropriate share of fixed and variable production overheads, excise duty as applicable and other costs incurred in bringing the inventories to their present location and condition. Fixed production overheads are allocated on the basis of normal capacity of production facilities.

2.15 Non-current assets held for sale and discontinued operation

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and contractual rights under insurance contracts, which are specifically exempt from this requirement.

An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of de-recognition.

Non-current assets are not depreciated or amortised while they are classified as held for sale. Non-current assets classified as held for sale are presented separately from the other assets in the balance sheet.

A discontinued operation is a component of the Company that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the statement of profit and loss.

2.16 Foreign Currency Transactions

2.16.1Functional and Presentation Currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates ('the functional currency'). The financial statements are presented in Indian rupee (INR), which is the functional and presentation currency of the Company.

2.16.2Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the year-end exchange rates are generally recognised in profit or loss.

All foreign exchange gains and losses are presented in the statement of profit and loss on a net basis within other income or other expenses.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

2.17 Employee Benefits

Employees Benefits are provided in the books as per Ind AS -19 on "Employee Benefits" in the following manner:

2.17.1Post-Employment Benefit Plans

Defined Contribution Plan

Defined contribution plans are employee state insurance scheme and Government administered pension fund scheme for all applicable employees and superannuation scheme for eligible employees. The Company does not carry any other obligation apart from the monthly contribution.

The Company recognizes contribution payable to a defined contribution plan as an expense in the Statement of Profit and Loss when the employees render services to the Company during the reporting period. If the contributions payable for services received from employees before the reporting date exceeds the contributions already paid, the deficit payable is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the reporting date, the excess is recognized as an asset to the extent that the prepayment will lead to, for example, a reduction in future payments or a cash refund.

Defined Benefit Plans

The company provides for gratuity, a defined benefit plan covering eligible employees in accordance with the Payment of Gratuity Act, 1972, through an approved Gratuity Fund. The Gratuity Fund is separately administered through a Trust/Scheme. Contributions in respect of gratuity are made to the approved Gratuity Fund.

All expenses represented by current service cost, past service cost, if any, and net interest on the defined

benefit liability / (asset) are recognized in the Statement of Profit and Loss. Remeasurements of the net defined benefit liability / (asset) comprising actuarial gains and losses and the return on the plan assets (excluding amounts included in net interest on the net defined benefit liability/asset), are recognized in Other Comprehensive Income. Such remeasurements are not reclassified to the Statement of Profit and Loss in the subsequent periods.

The Company presents the above liability/(asset) as current and non-current in the Balance Sheet as per actuarial valuation by the independent actuary; however, the entire liability towards gratuity is considered as current as the Company will contribute this amount to the gratuity fund within the next twelve months.

2.17.2Short Term Employee Benefits

The undiscounted amount of short term employee benefits expected to be paid in exchange for services rendered by employees is recognized during the period when the employee renders the services. Short term employee benefits includes salary and wages, bonus, incentive and ex-gratia and also includes accrued leave benefits, which are expected to be availed or en-cashed within 12 months from the end of the year.

2.18 Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

For arrangements entered into prior to 1 April 2016, the Company has determined whether the arrangement contain lease on the basis of facts and circumstances existing on the date of transition.

As a lessee

Finance Lease

Lease of property, plant and equipment where the Company, as lessee, has substantially all the risks and rewards incidental to ownership are classified as finance leases.

At the commencement of the lease term, the Company recognises finance leases as assets in its balance sheet at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease.The corresponding rental obligations, net of finance charges, are included in borrowings or other financial liabilities as appropriate. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the lease, if this is practicable to determine. If not, the Company's incremental borrowing rate is used. Any indirect costs of the Company are added to the amount recognised as an asset.

Minimum lease payments is apportioned between the finance charge and the reduction of the outstanding liability. The finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Operating lease

Leases in which a significant portion of the risks and rewards incidental to ownership is not transferred to the Company as lessee are classified as operating leases. Lease payments under an operating lease are recognised as an expenses on a straight-line basis over the lease term unless either:

  • another systematic basis is more representative of the time pattern of the user's benefit even if the payments to the lessors are not on that basis; or
  • the payments to the lessor are structured to increase in line with expected general inflation to compensate for the lessor's expected inflationary cost increases. If payments to the lessor vary because of factors other than general inflation, then this condition is not met.

As a lessor

Finance Lease

When substantially all of the risks and rewards of ownership transfer from the Company to the lessee then it is classified as finance lease. Amounts due from lessees under finance leases are recorded as receivables at the Company's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.

Operating Lease

Lease income from operating lease (excluding amount for services such as insurance and maintenance) is recognised in the statement of profit or loss on a straightline basis over the lease term, unless either:

  • another systematic basis is more representative of the time pattern of the user's benefit even if the payments to the Company are not on that basis; or
  • the payments to the Company are structured to increase in line with expected general inflation to compensate for the Company's expected inflationary cost increases. If payments to the Company vary because of factors other than general inflation, then this condition is not met.

2.19 Taxation

Tax expenses is the aggregate amount included in the determination of profit or loss for the period in respect of current tax (i.e. amount of tax for the period determined in accordance with the Income Tax Law) and deferred tax (reflecting the tax effects of timing differences between accounting income and taxable income for the period). Income tax expenses are recognised in statement of profit or loss except tax expenses related to items recognised directly in

reserves (including statement of other comprehensive income)which are recognised with the underlying items.

2.19.1Current Tax

The current tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period i.e. as per the provisions of the Income Tax Act, 1961, as amended from time to time. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction for relevant tax paying units and where the Company is able to and intends to settle the asset and liability on a net basis.

2.19.2Deferred Taxes

Deferred tax is provided in full on temporary difference arising between the tax bases of the assets and liabilities and their carrying amounts in financial statements at the reporting date. Deferred taxes are recognised in respect of deductible temporary differences being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods., the carry forward of unused tax losses and the carry forward of unused tax credits.

Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. In case of temporary differences that arise from initial recognition of assets or liabilities in a transaction (other than business combination) that affect neither the taxable profit nor the accounting profit, deferred tax assets are not recognised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Any tax credit available including Minimum Alternative Tax (MAT) under the provision of the Income Tax Act, 1961 is recognised as deferred tax to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilised. The said asset is created by way of credit to the statement of profit and loss and shown under the head deferred tax asset.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the Company has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

2.20 Earnings Per Share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the company's earnings per share is the net profit for the period after deducting preference dividends, if any, and any attributable distribution tax thereto for the period.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential equity shares and the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

2.21 Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provision for contractual obligation is disclosed based on management's assessment of the probable outcome with reference to the available information supplemented by experience of similar transactions. When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

Provision in respect of loss contingencies relating to claims, litigation, assessment, fines, penalties etc. are recognised when it is probable that a liability has been incurred and the amount can be estimated reliably.

Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period and are not discounted to present value.The estimates of outcome and financial effect are determined by the judgment of the management, supplemented by experience of similar transactions and, in some cases, reports from independent experts.

The measurement of provision for restructuring includes only direct expenditures arising from the restructuring, which are both necessarily entailed by the restructuring and not associated with the ongoing activities of the Company.

Contingent liability is disclosed in the case of:

    1. A present obligation arising from the past events, when it is not probable that an outflow of resources will be required to settle the obligation;
    1. A present obligation arising from the past events, when no reliable estimate is possible;
    1. A possible obligation arising from the past events, unless the probability of outflow of resources is remote.

Contingent liabilities are not provided for and if material, are disclosed by way of notes to financial statements.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that may never be realised. However, Contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.

A contingent asset is disclosed by way of notes to financial statements, where an inflow of economic benefits is probable.

Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date.

2.22 Segment Reporting

The Company primarily operates in the segment of IndustrialMicronized Minerals and Speciality chemicals. The Managing Director of the Company allocate resources and assess the performance of the Company, thus they are the Chief Operating Decision Maker (CODM). The CODM monitors the operating results of the business as a one, hence no separate segment need to be disclosed.

2.23 Cash Equivalents

Cash and cash equivalents comprise cash and deposits with banks and corporations. The Company considers all highly liquid investments with original maturities of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions and other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

2.24 Statement of Cash Flows

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

2.25 Dividends

The Company recognises a liability for dividends to equity holders of the Company when the dividend is authorised and the dividend is no longer at the discretion of the Company. As per the corporate laws in India, a dividend is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

2.26 Insurance Claims

The company accounts for insurance claims when there is certainty that the claims are realizable and acknowledged by insurance company and amount recognized in books of accounts is as under:

  • In case of loss of asset /goods by transferring, either the carrying cost of the relevant asset / goods or insurance value (subject to deductibles), whichever is lower under the head "Claims Recoverable-Insurance".
  • In case insurance claim is, less than carrying cost the difference is charged to Profit and Loss statement. As and when claims are finally received from insurer, the difference, if any, between Claims Recoverable-Insurance and claims received is adjusted to Profit and Loss statement.

2.27 Research and Development

Expenditure on research is recognized as an expense when it is incurred. Expenditure on development which does not meetthe criteria for recognition as an intangible

STATEMENTS OF SIGNIFICANT ACCOUNTING POLICIES

for the year ended March 31st, 2018 [Contd.]

asset is recognized as an expense when it is incurred. Items of property, plant and equipment and acquired Intangible Assets utilized for Research and Development are capitalizedand depreciated in accordance with the policies stated for Property, Plant and Equipment and Intangible Assets.

2.28 Events occurring after the Reporting Date

Adjusting events (that provides evidence of condition that existed at the balance sheet date) occurring after the balance sheet date are recognized in the financial statements. Material non-adjusting events (that are inductive of conditions that arose subsequent to the balance sheet date) occurring after the balance sheet date that represents material change and commitment affecting the financial position are disclosed in the Directors' Report.

2.29 Exceptional Items

Certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of the Company is such that its disclosure improves the understanding of the performance of the Company, such income or expense is classified as an exceptional item and accordingly, disclosed in the notes accompanying to the financial statements.

2.30 Rounding off

All amounts disclosed in the financial statements and notes have been rounded off to the nearest Lakhs as per the requirements of Schedule III, unless otherwise stated.

Note 3 - Recent accounting pronouncements

Ministry of Corporate Affairs ("MCA") through Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new and amendments to Ind ASs which the Company has not applied as they are effective for annual periods beginning on or after April 1, 2018:

Ind AS 115 Revenue from Contracts with Customers

Ind AS 21 The effect of changes in Foreign Exchange rates

Ind AS 115- Revenue from Contract with Customers:

Ind AS 115 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Ind AS 115 will supersede the current revenue recognition standard Ind AS 18 Revenue, Ind AS 11 Construction Contracts when it becomes effective.

The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

  • Step 1: Identify the contract(s) with a customer
  • Step 2: Identify the performance obligation in contract
  • Step 3: Determine the transaction price
  • Step 4: Allocate the transaction price to the performance obligations in the contract
  • Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

Under Ind AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when 'control' of the goods or services underlying the particular performance obligation is transferred to the customer.

Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts with customers. The standard permits two possible methods of transition:

  • Retrospective approach Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8- Accounting Policies, Changes in Accounting Estimates and Errors
  • Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach)

The Company has completed its evaluation of the possible impact of Ind AS 115 and the effect on adoption of Ind AS 115 is expected to be insignificant.

Ind AS 21 – The effect of changes in Foreign Exchange rates

The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The appendix explains that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. Company is evaluating the impact of this amendment on its financial statements.

Notes to Standalone financial statements for the year ended 31st March 2018

Property, Plant and Equipment (PPE) as at 31st March 2018
3.1
Property, Plant and Equipment (PPE) as at 31st March 2018
3.1
(` In Lakhs)
Particulars April 2017
As at 1st
during the
Addition
year
Adjustment
Disposal/
March 2018
As at 31st
April 2017
As at 1st
For the
year
Adjustment
Disposal/
March 2018
As at 31st
March 2018
As at 31st
March 2017
As at 31st
Freehold land 558.47 4.49 - 562.96 - - - - 562.96 558.47
Leasehold land 1,922.75 475.00 - 2,397.75 27.91 31.70 - 59.60 2,338.15 1,894.84
Free Hold Office Building 120.24 - - 120.24 40.80 2.55 - 43.36 76.89 79.44
Lease Hold Office Building 75.20 - - 75.20 47.00 7.52 - 54.52 20.68 28.20
Factory Building 3,718.01 476.40 - 4,194.42 810.74 121.06 - 931.80 3,262.62 2,907.27
Plant & Machinery 15,962.75 612.30 (26.78) 16,548.26 6,280.52 621.99 (20.48) 6,882.03 9,666.23 9,682.23
Furniture and Fixtures 224.74 1.08 - 225.82 144.46 18.06 - 162.52 63.30 80.28
Office Equipments 126.06 10.85 (0.58) 136.33 95.97 9.36 (0.55) 104.78 31.55 30.09
Computer Equipments 182.03 25.68 - 207.71 143.52 12.81 - 156.34 51.37 38.51
Vehicles 492.55 146.30 (99.87) 538.98 251.82 56.80 (67.64) 240.98 297.99 240.73
Total PPE 23,382.80 1,752.10 (127.24) 25,007.66 7,842.75 881.85 (88.67) 8,635.92 16,371.74 15,540.06

NOTES TO STANDALONE FINANCIAL STATEMENT

for the year ended March 31st, 2018

Property, Plant and Equipment (PPE) as at 31st March 2017

Particulars April 2017
As at 1st
during the
Addition
year
Adjustment
Disposal/
March 2018
As at 31st
April 2017
As at 1st
For the
year
Adjustment
Disposal/
March 2018
As at 31st
March 2018
As at 31st
March 2017
As at 31st
Freehold land 558.47 - - 558.47 - - - - 558.47 558.47
Leasehold land 1,901.55 21.20 - 1,922.75 - 27.91 - 27.91 1,894.84 1,901.55
Free Hold Office Building 120.24 - - 120.24 38.09 2.71 - 40.80 79.44 82.15
Lease Hold Office Building 75.20 - - 75.20 39.48 7.52 - 47.00 28.20 35.72
Factory Building 3,519.30 198.71 - 3,718.01 699.05 111.69 - 810.74 2,907.27 2,820.25
Plant & Machinery 15,771.25 227.77 (36.27) 15,962.75 5,686.81 616.39 (22.68) 6,280.52 9,682.23 10,084.44
Furniture and Fixtures 225.15 0.37 (0.79) 224.74 125.85 19.09 (0.49) 144.46 80.28 99.30
Office Equipments 110.72 16.56 (1.23) 126.06 89.21 7.92 (1.17) 95.97 30.09 21.51
Computer Equipments 154.62 29.15 (1.74) 182.03 134.67 10.50 (1.65) 143.52 38.51 19.95
Vehicles 432.20 130.24 (69.90) 492.55 247.06 53.87 (49.11) 251.82 240.73 185.14
Total PPE 22,868.71 624.01 (109.92) 23,382.80 7,060.24 857.60 (75.09) 7,842.75 15,540.06 15,808.47

of the opinion that there are no impairment indicators that necessitate any adjustments to the carrying value of PPE.

Note 3.1.2 Security Pledge of Assets : Refer to Note 20 on borrowings for details in terms of pledge of assets as security.

Note 3.1.3 Refer to note 41 for disclosure of contractual commitments for the acquisition of property, plant and equipment. Note 3.1.4 There is no restriction on the title of property, plant and equipments.

Capital work in progress
3.2
(` In Lakhs)
Capital work in progress As at
March 31, 2018
Amount
March 31, 2017 As at
Amount
April 2016
As at
Amount
Interest during the construction period
Capital Work-in-Progress
90.56
675.91
589.30
90.56
90.56
128.21
Total 766.47 679.86 218.77
Note:- Security Pledge of Assets : Refer to Note 20 on borrowings for details of security pledge of assets.
Intangible assets as at 31st March 2018
4.1
(` In Lakhs)
Particulars April 2017
As at 1st
during the
Addition
year
Adjustment
Disposal/
March 2018
As at 31st
April 2017
As at 1st
For the
year
Adjustment
Disposal/
March 2018
As at 31st
March 2018
As at 31st
March 2017
As at 31st
Product Development 269.58 - - 269.58 218.00 21.50 - 239.50 30.09 51.59
SAP "ERP" License and
Development Fees
192.46 - - 192.46 180.37 7.16 - 187.53 4.93 12.09
Total Intangible Assets 462.04 - - 462.04 398.37 28.66 - 427.02 35.02 63.68
Intangible assets as at 31st March 2017 (` In Lakhs)
Particulars April 2016
As at 1st
during the
Addition
year
Adjustment
Disposal/
March 2017
As at 31st
April 2016
As at 1st
For the
year
Adjustment
Disposal/
March 2017
As at 31st
March 2017
As at 31st
March 2016
As at 31st
Product Development 269.58 - - 269.58 189.12 28.88 - 218.00 51.59 80.47
Softwares 192.46 - - 192.46 169.17 11.20 - 180.37 12.09 23.29
Total Intangible Assets 462.04 - - 462.04 358.29 40.08 - 398.37 63.68 103.75
Note 4.1.2
Note 4.1.1
Software includes SAP ERP Licence and Development Fees and Other softwares. For SAP ERP Licence and Development Fees useful life is considered
Product Development is acquired know how. The useful life of the product development is taken 5 years.
as 7 years and for other softwares the useful life is 5 years.
Note 4.1.3 Impairment of Assets : There is no impairment of any assets in terms of Ind AS - 36 on "Impairment of Assets". Based on the review, the management is
of the opinion that there are no impairment indicators that necessitate any adjustments to the carrying value of intangible assets.
Note 4.1.4 There is no restriction on the title of intangible assets.
Intangible assets under development
4.2
(` In Lakhs)
Capital work in progress As at
March 31, 2018
Amount
March 31, 2017 As at
Amount
April 2016
As at
Amount

Product Development In Progress 21.80 21.80 21.80 Total 21.80 21.80 21.80

NOTES TO STANDALONE FINANCIAL STATEMENT

for the year ended March 31st, 2018 [Contd.]

31st Annual Report 2017-18

86

(` In Lakhs)
Particulars As at
March 31, 2018
As at
March 31, 2017
As at
1st April, 2016
5 Investment in Subsidiaries
Investments in equity shares carried at cost
(fully paid) Unquoted Equity Shares
1) 20 Microns Nano Minerals Limited 1,590.20 1,552.80 952.80
87,20,000 (31st March, 2017: 85,00,000,
1st April 2016: 60,00,000) Fully Paid up Equity
Shares of ¹ 10 each.
Extent of Holding 97.21% 94.76% 92.74%
Place of business/country of incorporation India India India
2) 20 Microns SDN BHD 155.11 155.11 155.11
3,60,000 shares (31st March, 2017: 3,60,000,
1st April 2016 : 3,60,000) of RM 1 each.
Extent of Holding 100.00% 100.00% 100.00%
Place of business/ country of incorporation Malaysia Malaysia Malaysia
3) 20 Microns FZE 62.63 62.63 62.63
1 shares (31st March, 2017: 1, 1st April 2016 :1)
of AED 1,50,000 each.
Extent of Holding 100.00% 100.00% 100.00%
Place of business/ country of incorporation Sharjah Sharjah Sharjah
4) Silicate Minerals [India] Private Limited 1.25 - -
12,530 shares (31st March, 2017: Nil, 1st April 2016 :
Nil) of INR 10 each.
- -
Extent of Holding 100% - -
Place of business/ country of incorporation India - -
5) 20 Microns Vietnam Limited 25.66 - -
Extent of Holding 100% - -
Place of business/ country of incorporation Vietnam - -
Description of method used to account for the
investments in Subsidiary (Cost or fair value)
At Cost At Cost At Cost
Total 1,834.84 1,770.54 1,170.54
(a) Aggregate amount of quoted investments and
market value thereof;
Nil Nil Nil
(b) Aggregate amount of unquoted investments; and 1,834.84 1,770.54 1,170.54
(c) Aggregate amount of impairment in value of
investments
Nil Nil Nil

for the year ended March 31st, 2018 [Contd.]

(` In Lakhs)
Particulars As at
March 31, 2018
As at
March 31, 2017
As at
1st April, 2016
6 Non-current financial assets : Investments
Investments in equity shares accounted through OCI
(fully paid)
Unquoted Equity Shares
6,80,000 (31st March, 2017: 6,80,000, 1st April 2016:
6,80,000) Fully Paid Up Equity Shares of Eriez Industries
Private Limited (Formerly Known as "Eriez Finance and
Investment Limited"), ` 10 each fully paid up.
332.86 182.24 203.86
Extent of Holding 13.58% 13.58% 13.58%
Investments in Government Securities
National Savings Certificate 0.89 0.89 0.89
Total 333.75 183.13 204.75
(a)
Aggregate amount of quoted investments and market
value thereof;
Nil Nil Nil
(b)
Aggregate amount of unquoted investments; and
333.75 183.13 204.75
(c)
Aggregate amount of impairment in value of
investments Nil Nil Nil
7 Non- current financial assets : Loans
Security Deposits
To Others [Unsecured, considered good] 289.97 252.57 243.99
289.97 252.57 243.99
Loan to Employees [Unsecured, considered good] - 11.44 13.96
Total 289.97 264.01 257.96
8 Non- current financial assets : Others
Deposits with maturity over 12 months
Deposits (Liquid Asset on Public Deposits) statutorily
required as per Companies Act 2013
155.00 192.50 37.50
Total 155.00 192.50 37.50
9 Other non- current assets
Capital advances [Unsecured, considered good] 828.75 1,368.98 800.50
Balance with Gratuity Fund - 27.62 8.07
Mine Development Charges - 20.99 36.85
Balances with Government authorities paid under protest 2.10 2.10 -
Total 830.84 1,419.68 845.43
10 Inventories*
Finished Goods 1,785.37 1,713.07 2,140.58
Goods in Transit (Raw Materials) 105.13 105.43 143.39
Raw Materials 3,797.88 3,482.95 3,632.37
Stores and Spares 566.62 615.78 498.19
Total 6,255.00 5,917.23 6,414.52
* For Valuation- Refer note 2.14 (Accounting Policy)

**Refer to Note 23 on borrowings for details in terms of pledge of assets as security.

for the year ended March 31st, 2018 [Contd.]

(` In Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 1st April, 2016
11 Current financial assets : Trade receivables
Unsecured, Considered Good
6,169.15 5,270.05 5,463.47
Unsecured, Considered Doubtful 198.47 215.64 143.20
6,367.62 5,485.69 5,606.66
Less: Impairment Allowance for Trade Receivables (198.47) (215.64) (143.20)
Total 6,169.15 5,270.05 5,463.47
*Refer to Note 23 on borrowings for details in terms of
pledge of assets as security.
12 Current financial assets : Cash and cash equivalents
(a)
Balance with banks
Balance in Current and Savings accounts 284.54 443.16 358.67
(b)
Cash on hand
15.35 15.65 10.12
Total 299.89 458.81 368.78
13 Current financial assets : Other bank balances
Earmarked balances In unclaimed dividend accounts
(Refer Note 13.1) 1.52 1.82 1.82
Margin Money deposits under lien against Bank Guarantee 96.69 214.86 252.66
Deposits with maturity over 3 months but less than
12 months
Deposits (Liquid Asset on Public Deposits) statutorily
required as per Companies Act 2013 163.83 105.15 243.97
Total 262.03 321.84 498.46

13.1 The balances in dividend accounts are not available for use by the Company and the money remaining unpaid will be deposited in the Investor Protection and Education Fund after the expiry of 7 years from the date they became due for payment. No amount is due at the end of the period for credit to Investor Protection and Education fund.

14 Current financial assets : Loans
(including security deposits)
Loans to employees 63.89 38.51 18.40
Security and other deposits [Unsecured, considered good] 37.41 63.82 37.41
Total 101.29 102.33 55.81
15 Current financial assets : Others
Insurance claim receivable 3.20 12.62 3.07
Total 3.20 12.62 3.07
16 Current Tax Assets (Net)
Current Income Tax Assets (As at 31st March, 2017 -
Net of Provision ` 401.54 Lakhs)
- 32.63 -
Total - 32.63 -

for the year ended March 31st, 2018 [Contd.]

(` In Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 1st April, 2016
17
Current assets : Others
Advances for expenses[Unsecured, considered good]
To Related parties 20.69 - -
To Others 863.69 1,245.46 2,109.44
884.38 1,245.46 2,109.44
Prepaid Expenses 79.88 71.28 60.32
Indirect Tax credit receivable 296.71 149.88 86.79
Advance Payment of Income Tax (Net of Provision :
31.03.2018 - 1674 Lakhs, 31.03.2017 - 1084.87 Lakhs,
01.04.2016 - ` 818.89 Lakhs) 129.83 158.49 151.15
Total 1,390.81 1,625.11 2,407.71

18 Share capital

18.1 Authorised, issued, subscribed, fully paid up share capital

(` In Lakhs)

Particulars As at 31st March 2018 As at 31st March 2017 As at 1st April 2016
No. of shares Amount No. of shares Amount No. of shares Amount
Authorised
Equity Shares of `5 each 6,00,00,000 3,000 6,00,00,000 3,000 6,00,00,000 3,000
Issued, Subscribed and Paid up
Equity Shares of `5 each fully paid up 3,52,86,502 1,764 3,52,86,502 1,764 3,52,86,502 1,764
Total 3,52,86,502 1,764.33 3,52,86,502 1,764.33 3,52,86,502 1,764.33

18.2 Reconciliation of shares outstanding at the beginning and at the end of the reporting period

Particulars As at 31st March 2018 As at 31st March 2017 As at 1st April 2016
Equity Shares of 5 each Equity Shares of 5 each Equity Shares of ` 5 each
fully paid fully paid fully paid
No. of shares Amount No. of shares Amount No. of shares Amount
Shares outstanding at the beginning of the
period 3,52,86,502 1,764.33 3,52,86,502 1,764.33 3,52,86,502 1,764.33
Shares outstanding at the end of the
period 3,52,86,502 1,764.33 3,52,86,502 1,764.33 3,52,86,502 1,764.33

18.3 Terms/ rights attached to equity shares

i The Company has only one class of shares referred to as equity shares having a par value of ` 5 each.

  • ii Each holder of equity shares is entitled to one vote per share which can be exercised either personally or by an attorney or by proxy.
  • iii The dividend proposed if any by the Board of Directors is subject to approval of the shareholders in the ensuing general meeting except in the case of interim dividend.
  • iv In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive assets of the Company, after distribution of all preferential amounts. The amount distributed will be in proportion to the number of equity shares held by the shareholders.

for the year ended March 31st, 2018 [Contd.]

18.4 Shareholders holding more than 5 % of total share capital
Particulars As at 31st March 2018 As at 31st March 2017 As at 1st April 2016
No. of
Shares held
% of
Holding
No. of
Shares held
% of
Holding
No. of
Shares held
% of
Holding
Equity Shares of ` 5 each fully paid
Eriez Industries Private Limited
(Previously known as "Eriez Finance &
Investment Limited")
82,50,235 23.38% 82,50,235 23.38% 82,50,235 23.38%
Chandresh S Parikh 36,96,400 10.48% 36,30,400 10.29% 36,30,400 10.29%
Rameshbhai Baldevbhai Patel 17,59,743 4.99% 18,39,354 5.21% 19,53,100 5.53%
Pratik Minerals Private Limited 30,36,206 8.60% 30,36,206 8.60% 30,36,206 8.60%
Total 1,67,42,584 47.45% 1,67,56,195 47.49% 1,68,69,941 47.81%

18.5 The Company has not bought back any equity shares, has not allotted any shares as fully paid up pursuant to contracts without payment being received in cash and has not allotted bonus shares, for the period of five years immediately preceding March 31, 2018

(` In Lakhs)
Particulars As at
31st March, 2018
As at
31st March, 2017
19 OTHER EQUITY
(A) Reserves & Surplus
a. General Reserve
Opening Balance 120.54 120.54
Closing Balance 120.54 120.54
b. Securities Premium Account
Opening Balance 3,980.33 3,980.33
Closing Balance 3,980.33 3,980.33
c. Retained earnings
Opening balance 5,883.23 4,602.04
Add: Profit during the Period 1,588.02 1,315.95
Add: Remeasurements of post-employment benefit obligation,
net of tax
(6.20) (34.75)
Total 7,465.06 5,883.23
Less : Appropriations
Dividend Declared 140.44 -
Corporate Tax on Dividend 10.98 -
Closing Balance 7,313.64 5,883.23
Total (A) 11,414.50 9,984.10
(B) Equity instrument through OCI
Opening Balance (16.63) -
Change in fair value of equity instrument 150.62 (21.62)
Income tax relating to above item (34.75) 4.99
Total (B) 99.23 (16.63)
Total other equity (A+B) 11,513.74 9,967.47

for the year ended March 31st, 2018 [Contd.]

Nature and purpose of reserves :

i General reserve

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purpose. As the general reserve is created by transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit and loss.

ii Equity instrument through OCI

The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the Equity instrument through OCI reserve within equity.

20 Non-current financial liabilities : Borrowings

(` In Lakhs)
Secured As at 31st March 2018 As at 31st March 2017 As at 1st April 2016
Non-Current Current* Non-Current Current* Non-Current Current*
Term Loan from Banks 4,626.06 1,107.01 5,610.04 1,012.14 6,455.46 1,071.23
Total secured borrowing [A] 4,626.06 1,107.01 5,610.04 1,012.14 6,455.46 1,071.23
Unsecured
Deposits
From Public & Members 946.61 253.66 634.07 250.10 487.04 386.63
From Related Parties 56.30 31.50 57.15 5.00 36.50 5.25
Total unsecured borrowing [B] 1,002.91 285.16 691.22 255.10 523.54 391.88
TOTAL [A+B] 5,628.97 1,392.17 6,301.25 1,267.23 6,978.99 1,463.12

*Amount disclosed under the head "Current financial liabilities : Others" (Note 25)

The Company does not have any continuing defaults in repayment of loans and interest as at the reporting date.

Maturity Profile of Borrowings [ as at March 31, 2018 ]

Secured Borrowings

The principal amount of the loans to each of the lenders shall be repayable in equated monthly instalments ranging over a period from 36 months to 72 months. The repayment scheduled as per the sanction terms for sanction amounts of loans is as under:

Year-wise Term Loans from banks
Effective Interest Rate 9.35% to 16%
2019-20 1,431.60
2020-21 1,516.10
2021-22 957.37
2022-23 720.99
Total 4,626.06
Unsecured Borrowings
Year-wise Public Deposits
Effective Interest Rate 10.25% - 13.62%
2019-20 463.17
2020-21 483.44
Total 946.61

Details of Securities

The term loans obtained as consortium loans are secured by way of

1 First pari-passu charge by way of mortgage / hypothecation over :

  • i. Plot No. 157 Mamura, Bhuj (admeasuring 3.20 acres )
  • ii. Negative lien on Plot No. 158,156,149 of Mamuara, Bhuj (admeasuring 74399 sq.mtrs.)
  • iii. Plot No. 172,174 & 175, Vadadala, Baroda (admeasuring 03.00.01 hectares)

for the year ended March 31st, 2018 [Contd.]

  • iv. Plot No. F-75/76/82/85 & H-83/84, RIICO I.A., Swaroopganj, Rajasthan (admeasuring 9,457.50 sq.mtrs.)
  • v. 307/308, Arundeep Complex, Race Course, Baroda (admeasuring 1,405 super built up area)
  • vi. 134,135 1st Floor, Hindustan Kohinoor Ind. Complex, LBs Marg, Vikhroli (W), Mumbai (admeasuring 870 sq. ft.)
  • vii. Plot No. B-77 (Admeasuring 8825 sq. mts.) and B-78 (Admeasuring 8480 sq. mts), Matsya Industrial Area, Alwar, Rajasthan.
  • viii. Plot no. 253-254 (area 3000 sq.mtrs.) GIDC, Waghodia
  • ix. Plot no.23 & 24 (area 3.29 acre), SIPCOT Industrial Estate, Phase-II, Hosur, Krishnagiri, Tamil Nadu
  • x. Plot no.104/3 of land located at survey no 65, village Puthur, Tirunvelli, Tamil Nadu (admeasuring 20,261 sq.mtrs.)
  • xi. Plot No. F 140, Alwar, Rajasthan
  • xi Plant and machinery, both present and future, wherever situated at all factories and premises pertaining to above locations.

2 Second pari-passu charge by way of mortgage / hypothecation over :

Current assets, both present and future, wherever situated, but pertaining to the division/factory/premises at Vadadala, Waghodia and Bhuj (all in Gujarat), Alwar and Swaroopganj (both in Rajasthan), Hosur and Tirunvelli (both in Tamil Nadu) and Vikhroli (W), Mumbai.

  • 3 All the term loans are further collaterally secured by personal guarantee of Executive Chairman, CEO and Managing Director, of the companyand corporate guarantee by "Eriez Industries Private Limited" ( Previously known as Eriez Finance & Investment Limited ), a company where significant influence exists and pledge of entire shareholding of promoters of the Company i.e. of 85,00,547 shares including 15,50,235 unencumbered shares of Corporate Promoter being "Eriez Industries Private Limited ( Formerly known as " Eriez Finance and Investment Limited")
  • 4 Term loans of 214.07 Lakhs (31/03/2017: 124.51 Lakhs,01/04/2016 : ` 47.90 Lkahs ) obtained for acquisition of assets (vehicles) are secured only by the hypothecation of the respective assets financed.
(` In Lakhs)
Particulars As at
March 31, 2018
As at
March 31, 2017
As at
1st April, 2016
21 Other Non Current Financial Liabilities
Security Deposits 13.14 13.14 7.14
Total 13.14 13.14 7.14

22 Deferred tax Liabilities

(a) Deferred tax balances and movement for FY 2017-18

(` In Lakhs)
Particulars Net balance
April 1, 2017
Recognised in
profit or loss
Recognised
in OCI
Other As at
31st March
2018
Deferred tax Liabilities
Property, plant and equipment and Intangible Assets 2,613.58 70.40 - - 2,683.98
Investments 22.82 (0.58) 34.75 - 56.99
Loans and borrowings 49.88 (9.86) - - 40.02
Employee benefits 9.56 (9.56) - -
Total 2,695.84 50.40 34.75 - 2,780.99
Deferred tax asset
Employee benefits - 16.31 3.28 - 19.59
Tax credit 761.74 - - (212.22) 549.53
Provisions 75.67 (5.16) - - 70.50
Disallowance u/s 43 B of Income Tax Act, 1961 44.31 (31.49) - - 12.82
Carried forward tax losses and unabsorbed depreciation 16.90 (16.90) - - -
Total 898.62 (37.25) 3.28 (212.22) 652.44
Net deferred tax Liabilities 1,797.22 87.64 31.47 212.22 2,128.56

for the year ended March 31st, 2018 [Contd.]

(b) Deferred tax balances and movement for FY 2016-17

(` In Lakhs)
Particulars Net balance
April 1, 2016
Recognised in
profit or loss
Recognised
in OCI
Other As at
31st March
2017
Deferred tax Liabilities
Property, plant and equipment and Intangible Assets 2,553.08 60.51 - - 2,613.58
Investments 27.81 - (4.99) - 22.82
Loans and borrowings 59.38 (9.50) - - 49.88
Employee benefits 2.79 25.16 (18.39) - 9.56
Total 2,643.06 76.16 (23.38) - 2,695.84
Deferred tax asset
Tax credit 364.22 401.55 - (4.02) 761.74
Provisions 51.12 24.55 - - 75.67
Disallowance u/s 43 B of Income Tax Act, 1961 90.78 (46.47) - - 44.31
Carried forward tax losses and unabsorbed depreciation 535.91 (519.01) - - 16.90
Total 1,042.02 (139.38) - (4.02) 898.62
Net deferred tax Liabilities 1,601.05 215.54 (23.38) 4.02 1,797.22

The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Significant management judgment is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

(c) Tax losses carried forward

31 March 2018 Expiry date 31 March 2017 Expiry date
Expire - - - -
Never Expire - - 48.83 NA
(` In Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 1st April, 2016
23 Current financial liabilities : Borrowings
Secured (Repayment on demand)
Loan from Banks (Cash credit): 4,734.84 5,892.01 6,254.53
(Effective Rate of Interest being 11.80% to 12.25% )
Unsecured
Deposits
From Public and Members 1,100.23 1,018.11 859.80
From Related Parties - 35.65 25.00
(Effective Rate of Interest being 10.25% - 13.62%)
Total 5,835.08 6,945.78 7,139.34

The Company does not have any continuing defaults in repayment of loans and interest as at the reporting date.

Details of Securities

The working capital facilities are secured by way of:

First pari-passu charge by way of hypothecation of:

for the year ended March 31st, 2018 [Contd.]

Current Assets, both present and future, wherever situated, but pertaining to the division/factory/premises at Vadadala, Waghodia and Bhuj (all in Gujarat), Alwar and Swaroopganj (both in Rajasthan), Hosur and Tirunvelli (both in Tamil Nadu) and Vikhroli (W), Mumbai.

Second pari-passu charge on factories and premises and plant and machineries, both present and future, wherever situated, but pertaining to the locations stated in note 20.

The working capital finance facilities are further collaterally secured by personal guarantee ofExecutive Chairman, CEO and Managing Director, Managing Director of the companyand corporate guarantee by "Eriez Industries Private Limited", a company where significant influence exists and pledge of entire share holding of promoters of the company i.e. of 85,00,547 shares including 15,50,235 unencumbered shares of corporate promoter being "eriez Industries Private Limited" (Formerly known as "Eriez Finance and Investment Limited")

(` In Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 1st April, 2016
24 Current financial liabilities : Trade payables
Total outstanding dues of micro enterprises and small
enterprises - Trade payables (Refer Note 24.1)
55.28 40.27 49.91
Total outstanding dues of creditors other than micro
enterprises and small enterprises :-
Trade payables - Others 5,743.11 4,877.92 5,137.38
Total 5,798.39 4,918.20 5,187.28

24.1 The details of amount outstanding to Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act), based on the available information with the Company are as under:

Principal Amount due and remaining unpaid 55.28 40.27 49.91
Interest due on (1) above and unpaid interest - - -
Interest paid on all delayed payments under
MSMED Act,2006
2.34 1.53 3.05
Payment made beyond the appointed day during
the year
- - -
Interest due and payable for the period of delay
other than (3) above
- - -
Interest accrued and remaining unpaid - - -
Amount of further interest remaining due and
payable in succeeding years
- - -
25 Current financial liabilities : Others
Current maturities of long term borrowings -
(Please refer Note 21):-
Term Loan
- From Banks (Secured) 1,107.01 1,012.14 1,071.23
- Deposits(Unsecured)
From Public and Members 253.66 250.10 386.63
From Related Parties 31.50 5.00 5.25
1,392.17 1,267.23 1,463.12
Unclaimed dividend (Refer Note 25.1) 1.52 1.82 1.82
Unclaimed Matured public deposits and Interest 30.29 8.56 22.98
Dues to Bank in Current Account 86.05 23.10 4.62
Employee Benefits Payable 166.23 173.57 131.41
Other current financial liabilities 503.42 491.01 431.51
Total 2,179.67 1,965.29 2,055.46

for the year ended March 31st, 2018 [Contd.]

25.1 The balance with the bank for unpaid dividend is not available for use by the Company and the money remaining unpaid will be deposited in Investor Protection and Education Fund u/s 124(5) of Companies Act, 2013 after the expiry of seven years from the date of declaration of dividend. No amount is due at the end of the period for credit to Investors education and protection fund.

(` In Lakhs)
Particulars As at
March 31, 2018
As at
March 31, 2017
As at
1st April, 2016
26 Current liabilities : Others
Advance from Customers 92.27 100.41 27.40
Statutory Dues Payable 65.02 66.50 214.96
Total 157.30 166.90 242.37
27 Current provisions
(a)
Provision for employee benefits (Refer note 44)
Provision for gratuity 56.59 - -
Provision for leave encashment 5.25 3.00 4.50
(b)
Excise Duty Provision on Finished Goods
- 33.30 63.41
Total (a+b) 61.84 36.30 67.91
28 Details of Income tax assets and income tax liabilities
Advance Payment of Income Tax ( Net of Provision :
31.03.2018 - 1674 Lakhs, 31.03.2017 - 1084.87 Lakhs,
01.04.2016 - ` 818.89 Lakhs) 129.83 158.49 151.15
Current Income Tax Assets (Net of Provision ` 401.54 Lakhs) - 32.63 -
Current income tax liabilities (Net of Advance Tax 31.03.2018
- 440.85 Lakhs, 01.04.2016 - 135.99 Lakhs)
39.80 - 134.01
Net Asset ( Asset - Liability ) 90.02 191.13 17.14
Movement in current income tax asset/(liability)
(` In Lakhs)
Particulars For the Year
ended 31st
March 2018
For the Year
ended 31st
March 2017
Net current income tax asset/(liability) at the beginning 191.13 17.14
Income tax paid for the year 441.48 571.23
Provision for Income tax for the year (Refer Note 33) (712.21) (401.55)
Prior year tax /refund adjusted with tax / other items (50.94) -
Adjustment/Reclassification to MAT 220.57 4.31
Net current income tax asset/(liability) at the end 90.02 191.13
(` In Lakhs)
For the Year For the Year
Particulars ended 31st
March 2018
ended 31st
March 2017
29 Revenue from Operations
Sale of products (Including Excise Duty) 38,767.36 37,087.58
Other operating revenues 89.59 80.59
Total 38,856.94 37,168.17
29.1 Details of other operating revenues of the company are as under:
Export Incentives 14.52 17.03
Royalty Received 71.81 61.05
Scrap Sales 3.26 2.51
Total 89.59 80.59
30 Other Income
Interest Income 48.50 56.39
Dividend Income 87.20 -
Rent 61.42 123.75
Net Gain on Foreign Currency Transactions 13.39 -
Provisions no longer required written back 59.34 22.50
Liability no longer required written back 60.95 12.27
Other Non-Operating Income 25.25 33.70
Total 356.04 248.60
*Includes interest income on deposits, staff advances, employee loans and delayed payments from customers.
31 Cost of Materials Consumed
Opening Stock of Material 3,482.95 3,632.37
Opening Stock Goods in Transit 105.43 143.39
Add : Purchases 18,250.77 16,105.89
21,839.15 19,881.64
Less : Goods in transit 105.13 105.43
Less: Closing Stock of Materials 3,797.88 3,482.95
Total 17,936.14 16,293.26
32 Changes in inventories of finished goods, stock in trade and work
in progress
Inventory at the beginning of the year 1,713.07 2,140.58
Less: Inventory at the end of the year 1,785.37 1,713.07
Total (72.30) 427.51
(` In Lakhs)
Particulars For the Year
ended 31st
March 2018
For the Year
ended 31st
March 2017
33 Employee benefit expense
Salary, Wages Bonus & Allowances 3,211.92 2,889.53
Contribution to Provident and Other Funds 199.03 170.48
Managerial Remuneration 146.14 123.11
Staff Welfare Expenses 129.70 124.33
Total 3,686.80 3,307.45
34 Finance Costs
Interest on Term Loans 788.37 891.09
Interest on Working Capital Loans 989.90 1,053.18
Other Interests 260.73 223.69
Other Borrowing Costs 99.99 105.92
Total 2,138.98 2,273.88
35 Depreciation and amortisation expense
Depreciation of Property, Plant and Equipment (refer note 3.1) 881.85 857.60
Amortisation of Intangible Assets (refer note 5.1) 28.66 40.08
Total 910.51 897.68
36 Other Expenses
36.1
Manufacturing Expenses
Consumption of Stores and Spare Parts 551.39 417.63
Power and Fuel 3,837.42 3,705.70
Rent 101.71 97.70
Repairs :
Buildings 15.63 18.29
Plant and Machinery 337.70 222.06
Excise Duty 341.41 1,293.77
Other Manufacturing & Factory Expenses 321.42 271.43
Sub Total (A) 5,506.67 6,026.58
36.2 Administrative & Other Expenses
Rent 28.08 22.59
Rates & Taxes 73.05 126.54
Insurance 72.25 67.89
Post, Telephone & Courier 100.10 106.48
Printing and Stationary expenses 27.11 32.62
Legal, Licenses and Renewal expenses 14.15 9.89
Software and Computer Maintenance 20.09 36.13
(` In Lakhs)
Particulars For the Year
ended 31st
March 2018
For the Year
ended 31st
March 2017
Travelling & Conveyance 142.56 136.66
Vehicle Running & Maintenance 72.52 68.04
Professional Fees 119.59 114.77
Auditors Remuneration 11.59 10.99
Directors Sitting Fees 7.64 8.75
Loss on Disposal of Tangible Assets (Net) 10.43 19.07
Donation 20.38 0.65
Remission of Debit balance 46.23 5.71
Miscellaneous Expenses 147.45 127.13
Loss on Foreign Currency Transactions 10.97 8.31
CSR Expenditure - 5.10
Sub Total (B) 924.18 907.33
36.3 Marketing, Selling & Distribution Expenses :
Selling Expenses
Travelling Expenses 312.90 307.57
Rebate and Discount 3.28 6.33
Sales Commission 81.28 93.15
Bad Debts written off 2.73 -
Provision for Doubtful Debts 0.00 78.20
Rent 137.73 139.44
Other Selling Expenses 272.92 213.09
Distribution Expenses
Freight and Logistic Expenses ( Domestic ) 3,817.28 3,562.29
Freight and Logistic Expenses ( Export ) 976.85 777.47
Service Tax 46.64 172.51
Sub Total (c) 5,651.63 5,350.05
Total (A+B+C) 12,082.48 12,283.96
36.4
Payment to Auditors
Audit Fees 9.25 8.85
In Other Capacity 0.69 1.00
Out of Pocket Expense 1.65 1.14
Total 11.59 10.99
37
Exceptional Items
Litigation Settlement Expense (Refer Note 37.1) 65.59 -
Past service cost of Gratuity Expense (Refer Note 37.1) 85.26 -
Total 150.85 -

for the year ended March 31st, 2018 [Contd.]

  • 37.1 Company has entered into a settlement agreement with one of the supplier in respect of winding up petition filled by the supplier pending before hon'ble High Court of Gujarat. As per the agreement company has agreed to make payment of ` 65.59 lakhs in excess of liability in Books of Accounts to the supplier towards settlement as against which supplier accepts to irrevocably release and waive the all claims and entitlements. (Refer Note 41.2(a))
  • 37.2 The monetary ceiling under the payment of Gratuity Act, 1972 was enhanced from 10,00,000 to 20,00,000 with effect from March 29, 2018. The enhanced gratuity liability of ` 85.26 Lakhs due to change in monetary ceiling of gratuity as per the law has been shown as exceptional item.
(` In Lakhs)
Particulars For the Year
ended 31st
March 2018
For the Year
ended 31st
March 2017
38 Tax expense
(a) Amounts recognised in profit and loss
Current Tax
(a) Current income tax 712.21 401.55
(b) Short/(Excess) provision of Income Tax in respect of previous years (8.36) -
Sub Total (a) 703.86 401.55
Deferred tax
(a) Deferred tax expense / (Income)- net
Origination and reversal of temporary differences 87.64 617.08
87.64 617.08
(b) Recognition of tax credit - (401.55)
Sub Total (b) 87.64 215.54
Tax expense for the year (a+b) 791.50 617.08
(b) Reconciliation of effective tax rate
Profit before tax 2,379.52 1,933.03
Tax using the Company's domestic tax rate
(Current year 34.61% and Previous Year 34.61%)
823.51 668.98
Tax effect of:
Expenses Disallowed 412.97 381.31
Expenses Allowed (524.26) (483.98)
Brought Forward Depreciation Set off - (566.31)
Short/(Excess) provision of income tax in respect of previous years (8.36) -
Tax as per Minimum Alternate Tax - 401.55
Current Tax Provision (A) 703.86 401.55
Increase/ (Decrease) in Deferred Tax Liability 50.40 76.16
Decrease/(Increase) In Deferred Tax Assets 37.25 139.38
Deferred Tax Provision (B) 87.64 215.54
Total 791.50 617.08

The Current Tax Rate for the reconciliation has been considered as per the prevailing tax rate and deferred tax is recognised considering the tax rate applicable to the Company in subsequent years.

for the year ended March 31st, 2018 [Contd.]

(` In Lakhs)
Particulars For the Year
ended 31st
March 2018
For the Year
ended 31st
March 2017
39
Statement of other comprehensive income
(i)
Items that will not be reclassified to profit or loss
Equity Instruments through Other Comprehensive Income
Fair value of unquoted investments - Gain /(loss) 150.62 (21.62)
Tax impact on unquoted investments (34.75) 4.99
Remeasurement gains (losses) on defined benefit plans
Actuarial gains and losses - Gain /(loss) (9.48) (53.14)
Tax impact on Actuarial gains and losses 3.28 18.39
Total (i) 109.67 (51.39)
(ii) Items that will be reclassified to profit or loss - -
Income tax relating to items that will be reclassified to profit or loss
- Gain/(loss)
- -
Total (ii) - -
Total (i+ii) 109.67 (51.39)

40 Earning per Share -(EPS)

Earnings per equity share of FV of ` 5 each

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

1,588.02 1,315.95
3,52,86,502 3,52,86,502
3,52,86,502 3,52,86,502
5.00 5.00
4.50 3.73
4.50 3.73

41 CONTINGENT LIABILITIES & CONTINGENT ASSETS AND CAPITAL COMMITMENTS

A) CONTINGENT LIABILITIES

(` In Lakhs)
Contingent liabilities As at As at As at
(to the extent not provided for) March 31, 2018 March 31, 2017 1st April, 2016
(a) Statutory claims (Refer Note 41.1) 155.58 226.00 55.89
(b) Claims against the company not acknowledged
as debt (Refer Note 41.2) 419.13 641.87 -
(c) Guarantees Given to subsidiary company 1,225.00 1,225.00 1,225.00
Total 1,799.71 2,092.87 1,280.89

for the year ended March 31st, 2018 [Contd.]

(` In Lakhs)
Particulars As at
March 31, 2018
As at
March 31, 2017
As at
1st April, 2016
41.1 Statutory claims
Demand of Sales Tax, Value Added Tax and Central
Sales Tax [Net of An amount of 4.50 Lakhs<br>deposited under protest (P.Y. 4.5 Lakhs deposited
under protest)]
- 99.30 10.76
Demand of Income Tax (Net of Refund adjusted
and paid under protest)
50.49 32.70 45.13
Labour disputed cases 65.39 74.62 Nil
Other disputed cases 39.70 19.38 Nil

In respect of assessment pending at various forums for various Assessment Years, the amount of contingent liability in respect of VAT is not quantifiable.

41.2 Claims against the company not acknowledged as debt

  • a In the previous year, the Company had received Notice from the Hon'ble High Court of Gujarat intimating that one of the supplier had filed a winding-up petition against the Company for non-payment of outstanding dues of the supplier of 541.98 Lakhs. The company had filed a response with the Hon'ble High Court of Gujarat stating that the outstanding dues were not paid due to unresolved issues with the supplier for shortfall in material dispatch, default in payment of cost & freight to shipper, detention charges, default towards issuance of telex/ bill of lading, etc., and the matter is sub judicial. The company had provided for the said liability to the extent of 319.24 Lakhs in the books of account in prior years and the difference of amount claimed by supplier and provision made by the company has been reflected in contingent liability for the FY 2016-17. However, the Company has entered into a settlement agreement with the supplier in the month of April 2018, according to which the company is required to make additional payment of ` 65.59 Lakhs which has been provided in the books of accounts in the financial year 2017-18 as litigation settlement expenses (Refer note 37.1). Therefore there is no contingent liability as at March 31, 2018 in respect of the said matter.
  • b The Company had received an Order dated 06th August, 2016, from Geology and Mining Department, Bhuj, Kutch for excavating the mine beyond the approved lease area, situated at Survey No. 483, Mamuara, Bhuj, Kutch whereby a penalty of ` 419.13 lakhs is levied on the Company. Company had filed an appeal against the order of the Geology and Mining Department with the appellate authority as per the rules of Gujarat Mineral (Prevention of Illegal Mining, Transportation and Storage) Rules, 2005. The appellate authority, vide its order dated 17th September, 2016 has given Interim Stay against the aforesaid order issued by Geology and Mining Department, Bhuj, Kutch and further ordered to resume mining activity. The matter is pending for hearing before appellate authority.
  • c In terms of loan arrangement with the lenders, the lenders have right to recompense the reliefs/sacrifice/waiver/ concession extended to the company over the tenor of restructuring done in earlier years. The liability with respect to the same cannot be ascertained.

B) CONTINGENT ASSETS

The company is having certain claims which are pursuing through legal processes. The Management believe that probable outcome in all such claims are uncertain. Hence, the disclosure of such claims is not required in the financial statements.

C) CAPITAL COMMITMENTS

Estimated amount of contracts remaining to be executed on capital account, not provided for amounting to 256.40 Lakhs (Net of Advance 828.75 Lakhs [31.03.2017 6.96 lakhs (Net of Advances of 1360.94 lakhs) [01.04.2016 27.97 lakhs (Net of Advances of 792.46 lakhs)]

for the year ended March 31st, 2018 [Contd.]

42 Financial instruments – Fair values and risk management

A. Accounting classification and fair values (` in lakhs)

Carrying amount Fair value March 31, 2018 FVTPL FVTOCI Amortised Total Level 1 - Level 2 - Level 3 - Total Cost Quoted price Significant Significant in active observable unobservable markets inputs inputs Financial assets Investments - 332.86 - 332.86 - - 332.86 332.86 Financial assets measured at amortised cost - - Loans (Non-current) - - 289.97 289.97 - 289.97 - 289.97 Other financial assets (Non-Current) - - 155.00 155.00 - 155.00 - 155.00 Loans (Current) - - 101.29 101.29 - - - - Other financial assets (Current) - - 3.20 3.20 - - - - Trade receivables - - 6,169.15 6,169.15 - - - - Cash and cash equivalents - - 299.89 299.89 - - - - Other bank balances - - 262.03 262.03 - - - - - 332.86 7,280.53 7,613.39 - 444.97 332.86 777.83 Financial liabilities measured at amortised cost Non current borrowings - - 5,628.97 5,628.97 - 5,628.97 - 5,628.97 Other Non Current financial liabilities - - 13.14 13.14 - 13.14 - 13.14 Current borrowings - - 5,835.08 5,835.08 - - - - Trade payables (Current) - - 5,798.39 5,798.39 - - - - Other Current financial liabilities - - 2,179.67 2,179.67 - - - - Total - - 19,455.25 19,455.25 - 5,642.11 - 5,642.11

Carrying amount Fair value
March 31, 2017 FVTPL FVTOCI Amortised
Cost
Total Level 1 -
Quoted price
in active
markets
Level 2 -
Significant
observable
inputs
Level 3 -
Significant
unobservable
inputs
Total
Financial assets
Investments
Financial assets
measured at
- 182.24 - 182.24 - - 182.24 182.24
amortised cost
Loans (Non-current)
Other financial assets
-
-
- 264.01 264.01 - 264.01 - 264.01
(Non-Current)
Loans (Current)
Other financial assets
-
-
-
-
192.50
102.33
192.50
102.33
-
-
192.50
-
-
-
192.50
-
(Current)
Trade receivables
Cash and cash
-
-
-
-
12.62
5,270.05
12.62
5,270.05
-
-
-
-
-
-
-
-
equivalents
Other bank balances
-
-
-
-
458.81
321.84
458.81
321.84
-
-
-
-
-
-
-
-
- 182.24 6,622.16 6,804.40 - 456.52 182.24 638.76

for the year ended March 31st, 2018 [Contd.]

- - 20,143.66 20,143.66 - 6,314.40 - 6,314.40
-
-
- - 6,945.78 6,945.78 - - - -
- - 13.14 13.14 - 13.14 - 13.14
- - 6,301.25 6,301.25 - 6,301.25 - 6,301.25
-
-
-
-
4,918.20
1,965.29
4,918.20
1,965.29
-
-
-
-
-
-
Carrying amount Fair value
April 1, 2016 FVTPL FVTOCI Amortised
Cost
Total Level 1 -
Quoted price
in active
markets
Level 2 -
Significant
observable
inputs
Level 3 -
Significant
unobservable
inputs
Total
Financial assets
Investments - 203.86 203.86 - 203.86 203.86
Financial assets
measured at
amortised cost -
Loans (Non-current) - - 257.96 257.96 - 257.96 - 257.96
Other financial assets
(Non-Current) - - 37.50 37.50 - 37.50 - 37.50
Loans (Current) - - 55.81 55.81 - - - -
Other financial assets
(Current)
- - 3.07 3.07 - - - -
Trade receivables - - 5,463.47 5,463.47 - - - -
Cash and cash
equivalents - - 368.78 368.78 - - - -
Other bank balances - - 498.46 498.46 - - - -
- 203.86 6,685.04 6,888.91 - 295.46 203.86 499.32
Financial liabilities
Non current
borrowings - - 6,978.99 6,978.99 - 6,978.99 - 6,978.99
Other Non Current
financial liabilities - - 7.14 7.14 - 7.14 - 7.14
Current borrowings - - 7,139.34 7,139.34 - - - -
Trade payables
Other
- - 5,187.28 5,187.28 - - - -
financial
liabilities - - 2,055.46 2,055.46 - - - -
Total - - 21,368.22 21,368.22 - 6,986.14 - 6,986.14

Investment in subsidiaries are carried at cost.

Fair value of financial assets and liabilities which are measured at amortised cost is not materially different from the carrying value (i.e...amortised cost).

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

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

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

for the year ended March 31st, 2018 [Contd.]

B. Measurement of fair values

i) Valuation techniques and significant unobservable inputs

The fair value of investment in equity shares of other entity is determined based on market value of the shares. The approach taken for valuation is Book value of the equity instruments which is further adjusted for market value of the investments made by the investee company.

Financial instruments measured at fair value - FVTOCI in unquoted equity shares

ii) Transfers between Levels 1 and 2

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

iii) Level 3 fair values

Movements in the values of unquoted equity instruments for the period ended 31st March 2018, 31 March 17 and 1 April 16 is as below:

(` In Lakhs)
Particulars Amount
As at 1 April 2016 203.86
Acquisitions/ (disposals) -
Gains/ (losses) recognised in other comprehensive income (21.62)
Gains/ (losses) recognised in statement of profit or loss -
Closing Balance (31 March 2017) 182.24
Acquisitions/ (disposals) -
Gains/ (losses) recognised in other comprehensive income 150.62
Gains/ (losses) recognised in statement of profit or loss -
Closing Balance (31 March 2018) 332.86

Transfer out of Level 3

There were no movement in level 3 in either directions during the year ended 31st March 2018 and the year ended 31st March 2017.

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

Sensitivity analysis

Based on the valuation report for investments in unquoted shares, the sensitivity as as 31st March 2018 is provided below.

(` In Lakhs)
Significant observable inputs 31-03-2018
OCI
Decrease/Increase
Equity securities in unquoted investments measured through OCI
If increase in market value of investments made, by Eriez Finance and Investment Limited by 5% 27.34
If decrease in market value of investments made, by Eriez Finance and Investment Limited by 5% (27.34)

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

  • Credit risk;
  • Liquidity risk; and
  • Market risk

i. Risk management framework

The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company has a well-define Risk Management framework for reviewing the major risks and taking care of all the financial risks. The risk management framework aims to :

a. create a stable business planning environment by reducing the impact of currency and interest rate fluctuation on company's business plan.

for the year ended March 31st, 2018 [Contd.]

b. achieve greater predictability to earnings by determining the financial value of the expected earning in advance. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees how management monitors compliance with the company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee. The Board of Directors reviews and agrees policies for managing each of these risks.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investments in debt securities and loans given.

The carrying amount of following financial assets represents the maximum credit exposure:

(a) Cash and Cash equivalent and Other Bank Balances

The company maintains its Cash and cash equivalents and Bank deposits with banks having good reputation, good past track record and high quality credit rating and also reviews their credit-worthiness on an on-going basis.

(b) Trade and other receivables

The Company's exposure to credit Risk is the exposure that Company has on account of goods sold or services rendered to a contractual counterparty or counterparties, whether with collateral or otherwise for which the contracted consideration is yet to be received.The Company's major customer base is paints, plastic, rubber and other misc. industries.

The Commercial and Marketing department has established a credit policy.

The Company raises the invoice based on the quantities sold.The Company provides for allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables.

For trade receivables, as a practical expedient, the Company computes credit loss allowance based on a provision matrix. The provision matrix is prepared based on historically observed default rates over the expected life of trade receivables and is adjusted for forward-looking estimates.

Assets are written off when there are no reasonable expectation of recovery such as debtor declaring bankruptcy or failing to engage in a repayment plan with group. Where receivables have been written off the company continues to engage in enforcement activity to attempt to recover the receivables. where recoveries are made, these are recognised in profit and loss.

The maximum exposure to the credit risk at the reporting date from Trade Receivable is as amounts mentioned in Note No. 11

Movement in Allowance for bad and doubtful Trade receivable

(` In Lakhs)
Particulars 31-Mar-18 31-Mar-17
Opening Allowance for bad and doubtful Trade receivable 215.64 143.20
Provision during the year (16.27) 78.20
Recovery/Adjustment during the year - -
Write off during the year (0.90) (5.76)
Closing Allowance for bad and doubtful Trade receivable 198.47 215.64

The impairment provisionsabove are based on management judgment / assumptions about risk of default and expected loss rates. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on the company's past history as well as forward looking estimates at the end of each reporting period.

(c) Loans and deposits

Company has given loans to employees and security deposits. The maximum exposure to the credit risk at the reporting date from Loans given amounts to 101.29 Lakhs on March 31, 2018, 102.33 Lakhs on March 31, 2017 and ` 55.81 Lakhs on April 01, 2016.

NOTES TO STANDALONE FINANCIAL STATEMENT for the year ended March 31st, 2018 [Contd.]

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

The Company maintains the following lines of credit outstanding:

  • (a) Term loans from banks and financial institution of ` 5733.06 Lakhs (at amortised cost) that is secured as mentioned in Note 20. Interest would be payable at the rate of varying from 9.35% to 16%.
  • (b) The company has also accepted deposit from share holders and directors amounting to ` 2388.30 Lakhs (at amortised cost) of unsecured nature. Interest would be payable at the rate of varying from 10.25% - 13.62%.
  • (c) For maintaining working capital liquidity company avails cash credit limit from bank. The amount availed as at 31/03/2018 is ` 4734.84 Lakhs (at amortised cost). The said loan is having rate of interest of 12.25%.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and exclude the impact of netting agreements.

(` In Lakhs)
-------------- --
Contractual cash flows
March 31, 2018 Carrying
amount
Less than
12 months
1-5 years More than
5 years
Total
Non-derivative financial liabilities
Non current borrowings 5,628.97 5,628.97 5,628.97 - 5,628.97
Non current financial liabilities 13.14 13.14 13.14 - 13.14
Current Borrowings 5,835.08 5,835.08 - - 5,835.08
Current Trade payables 5,798.39 5,798.39 - - 5,798.39
Current Other financial liabilities 2,179.67 2,179.67 - - 2,179.67
19,455.25 13,813.14 5,642.11 - 19,455.25

(` In Lakhs)

Contractual cash flows
March 31, 2017 Carrying
amount
Less than
12 months
1-5 years More than
5 years
Total
Non-derivative financial liabilities
Non current borrowings 6,301.25 6,301.25 6,301.25 - 6,301.25
Non current financial liabilities 13.14 13.14 13.14 - 13.14
Current Borrowings 6,945.78 6,945.78 - - 6,945.78
Current Trade payables 4,918.20 4,918.20 - - 4,918.20
Current Other financial liabilities 1,965.29 1,965.29 - - 1,965.29
20,143.66 13,829.26 6,314.40 - 20,143.66

(` In Lakhs)

Contractual cash flows
April 01, 2016 Carrying
amount
Less than
12 months
1-5 years More than
5 years
Total
Non-derivative financial liabilities
Non current borrowings 6,978.99 6,978.99 6,978.99 - 6,978.99
Non current financial liabilities 7.14 7.14 7.14 - 7.14
Current Borrowings 7,139.34 7,139.34 - - 7,139.34
Current Trade payables 5,187.28 5,187.28 - - 5,187.28
Current Other financial liabilities 2,055.46 2,055.46 - - 2,055.46
21,368.22 14,382.08 6,986.14 - 21,368.22

for the year ended March 31st, 2018 [Contd.]

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to non-derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity.

iv. Market risk

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

a) Currency risk

The functional currency of the Company is Indian Rupee. The Company have transaction of import of materials, other foreign expenditures and export of goods. hence the company is exposed to currency risk on account of payables and receivables in foreign currency. Company have outstanding balances in Euro, USD and GBP.

(` In Lakhs)
As at As at As at
Details of foreign currency balances March 31, 2018 March 31, 2017 1st April, 2016
Trade and Other Payables
USD 826.95 738.53 441.79
Trade Receivables and advances
Euro 35.87 44.09 40.80
USD 1,026.36 998.47 907.34
GBP 5.45 4.17 4.28

Sensitivity analysis

Profit or loss is sensitive to higher/lower Exchange rate of currency. A possible 5% change in exchange rate would affect profit/loss at the reporting date by amount shown below:

As at 31st March 2018

(` In Lakhs)
Details of foreign currency balances Profit or (Loss) Equity (net of tax)
5% increase 5 % Decrease 5% increase 5 % Decrease
Trade and Other Payables (41.35) 41.35 (27.04) 27.04
Trade Receivables and advances 53.38 (53.38) 34.91 (34.91)

As at 31st March 2017

(` In Lakhs)
Details of foreign currency balances Profit or (Loss) Equity (net of tax)
5% increase 5 % Decrease 5% increase 5 % Decrease
Trade and Other Payables (36.93) 36.93 (24.15) 24.15
Trade Receivables and advances 52.34 (52.34) 34.22 (34.22)

b) Interest rate risk

Interest rate risks is measured by using the cash flow sensitivity for changes in variable interest rates. Any movement in the reference rates could have an impact on the Company's cash flows as well as costs. The Company's interest rate exposure is mainly related to debt obligation. On period under review the Company do not have any term loans at fixed rate andhas not entered into interest rate swaps for its exposure to long term borrowings at floating rate. The company have accepted deposits from share holders which are fixed rate instruments.

(` In Lakhs)
As at
Interest bearing instruments 31st March 2018 31st March 2017
Non current - Borrowings 5,628.97 6,301.25
Current portion of Long term borrowings 1,392.17 1,267.23
Total 7,021.14 7,568.49

for the year ended March 31st, 2018 [Contd.]

Sensitivity analysis

Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of change in interest rates Based on the composition ofdebt a reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) Equity and Profit or Loss by the amount shown below:

Details of foreign currency balances Profit or (Loss) Equity (net of tax)
100 bp
Increase
100 bp
Increase
100 bp
Increase
100 bp
Increase
31st March 2018
Non current - Borrowings (56.29) 56.29 (36.81) 36.81
Current portion of Long term borrowings (13.92) 13.92 (9.10) 9.10
Total (70.21) 70.21 (45.91) 45.91
31st March 2017
Non current - Borrowings (63.01) 63.01 (41.21) 41.21
Current portion of Long term borrowings (12.67) 12.67 (8.29) 8.29
Total (75.68) 75.68 (49.49) 49.49

c) Commodity Price Risk

Commodity price risk arises due to fluctuation in prices of raw Material and other consumables. The company has risk management framework aimed at prudently managing the risk arising from the volatility in commodity prices and freight costs.

The company's commodity risk is managed centrally through well established trading operations and control processes.

d) Equity Price Risk

The Company do not have any investment in quoted equity shares hence not expose to equity price risk.

43 Capital Management

The Company's objectives when managing capital are to

  • safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
  • Maintain an optimal capital structure to reduce the cost of capital.

The Company determines the amount of capital required on the basis of the annual business plan coupled with long term and short term strategic investments and expansion plans. The funding needs are met through equity, cash generated from operations, long terms and short term bank borrowings and deposits.

The Company monitors capital using a ratio of 'adjusted net debt' to 'adjusted equity'. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings, less cash and cash equivalents. Adjusted equity comprises all components of equity.

The Company's adjusted net debt to equity ratio is as follows.

(` In Lakhs)
Particulars As at
March 31, 2018
As at
March 31, 2017
As at
1st April, 2016
Interest bearing borrowings 12,856.21 14,514.26 15,581.45
Less : Current Investment - - -
Less : Cash and bank balances (716.92) (973.15) (904.74)
Adjusted net debt 12,139.29 13,541.11 14,676.70
Borrowings 12,856.21 14,514.26 15,581.45
Total equity 13,278.06 11,731.79 10,467.23
Adjusted net debt to adjusted equity ratio 0.91 1.15 1.40
Debt equity ratio 0.97 1.24 1.49

for the year ended March 31st, 2018 [Contd.]

44 Disclosure of Employee Benefits

The Company has implemented Ind AS - 19 on "Employee Benefits".

(a) Provident Fund - Defined Contribution Plan

All employees are entitled to provident fund benefits and amount charged to Statement of Profit and Loss during the period of 12 months ended is 161.27 Lakhs (Previous year 32.30 Lakhs)

(b) Gratuity and Leave Encashment - Defined Benefit Plans (payable in future)

Provision has been made for gratuity and leave encashment as per actuarial valuation. The principal assumptions used in actuarial valuation and necessary disclosures are as below:

(` In Lakhs)
Assumptions Gratuity
March 31, 2018
Gratuity
March 31, 2017
Gratuity
1st April, 2016
A. Discount rate 7.60% 7.10% 7.85%
Salary Growth rate 7.50% 7.50% 6.50%
B. Reconciliation of Defined Benefit Obligation
Opening Defined Benefit Obligation 516.16 410.44 343.61
Current Service Cost 42.95 34.87 30.97
Interest Cost 34.62 30.67 26.36
Components of acturial gain/losses on obligations: - - -
Due to change in financial assumptions (27.22) 59.68 (1.85)
Due to change in Demographic assumptions - - 30.08
Due to experience adjustments 42.47 (2.20) 24.80
Past Service Cost 85.26 - -
Benefits Paid (7.93) (17.31) (43.54)
Closing Defined Benefit Obligation 686.31 516.16 410.44
C. Reconciliation of Planned Asset
Opening fair Value of plan assets 543.77 418.51 312.41
Interest Income 38.11 33.24 25.21
Return on plan assets excluding amounts included
in interest income
5.77 4.34 4.42
Contributions by employer 50.00 105.00 120.00
Benefits Paid (7.93) (17.31) (43.54)
Closing Value of plan assets 629.72 543.77 418.51
D. Profit and Loss Account for the current Period
Current Service Cost 42.95 34.87 30.97
Net Interest Cost (3.49) (2.57) 1.15
Past service cost and loss/(gain) on curtailments and
settlements
85.26 - -
Total included in 'Employee Benefit Expense' 124.73 32.31 32.12
Other Comphrehensive Income for the current Period
Components of acturial gain/losses on obligations:
Due to change in financial assumptions (27.22) 59.68 (1.85)
Due to change in Demographic assumptions - - 30.08
Due to experience adjustments 42.47 (2.20) 24.80
Return on plan assets excluding amounts included in
interest income
(5.77) (4.34) (4.42)
Amount recognized in Other Comprehensive Income 9.48 53.14 48.61

for the year ended March 31st, 2018 [Contd.]

E. Reconciliation of Net defind Benefit Obligation
Net opening provisions in Books of accounts (27.62) (8.07) 31.20
Employee Benefit Expense 124.73 32.31 32.12
Amount recognized in Other Comprehensive Income 9.48 53.14 48.61
Contributions to Plan asset (50.00) (105.00) (120.00)
Closing provision in books of accounts 56.59 (27.62) (8.07)
F. Current/Non-Current Liability :
Current* 56.59 (27.62) (8.07)
Non-Current - - -
Net Liability 56.59 (27.62) (8.07)

*The Company liability is calculated as expected reduction in contributions for the next 12 months.

(c) Amounts recognised in current year and previous three years

(` In Lakhs)
Particulars As at
March 31, 2018
As at
March 31, 2017
As at
1st April, 2016
A. Gratuity
Present value of Defined Benefit Obligation 686.31 516.16 410.44
Fair value of Plan Assets 629.72 543.77 418.51
(Surplus) / Deficit in the plan 56.59 (27.62) (8.07)
Actuarial (Gain) / Loss on Plan Obligation 15.25 57.48 53.04

(d) Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

31-Mar-18
Particulars Increase Gratuity Decrease Gratuity
Discount rate (0.5% movement) 660.80 713.53
Salary growth rate (0.5% movement) 706.19 666.74
Withdrawal rate (W.R.) Sensitivity 689.25 682.62
31-Mar-17
Particulars Increase Gratuity Decrease Gratuity
Discount rate (0.5% movement) 495.87 537.86
Salary growth rate (0.5% movement) 532.88 500.05
Withdrawal Rate 517.18 514.55

(e) Gratuity Benefits Plan:

The benefit is governed by the Payment of Gratuity Act, 1972. The Key features are as under:

Features of the defined benefit plan Remarks
Benefit offered 15 / 26 × Salary × Duration of Service
Salary definition Basic Salary including Dearness Allowance (if any)
Benefit ceiling Benefit ceiling of ` 20,00,000 was applied.
Vesting conditions 5 years of continuous service ( Not applicable in case of death / disability)
Benefit eligibility Upon Death or Resignation / Withdrawal or Retirement
Retirement age 58,68 or 72 years

(i) Entity responsibilities for the governance of the plan

Risk to the Plan

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

A Actuarial Risk:

It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:

for the year ended March 31st, 2018 [Contd.]

Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a rate that is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

B Investment Risk:

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

C Liquidity Risk:

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign / retire from the company there can be strain on the cash flows.

D Market Risk:

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate / government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

E Legislative Risk:

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation / regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

  • (ii) The company has participated in Group Gratuity Scheme Plan with SBI Life insurance to meet its gratuity liability. The present value of the plan assets represents the balance available at the end of the year.
  • (a) Composition of the plan assets
As at As at As at
Particulars March 31, 2018 March 31, 2017 1st April, 2016
Bank balance 0.00% 0.00% 0.00%
Policy of insurance 100.00% 100.00% 100.00%
Others 0.00% 0.00% 0.00%

(b) The trustees of the plan have outsourced the investment management of the fund to an insurance company. The insurance company in turn manages these funds as per the mandate provided to them by the trustees and the asset allocation which is within the permissible limits prescribed in the insurance regulations. Due to the restrictions in the type of investments that can be held by the fund, it may not be possible to explicitly follow an asset-liability matching strategy to manage risk actively in a conventional fund.

(c) Expected benefit payments as on 31 March 2018.

Particulars 1-5 years 6-10 years
Cash flow ( ` ) 305.96 332.59
Distribution ( in %) 22.20% 24.10%

(g) Other Notes:

(i) The expected rate of return on Plan Assets is determined considering several applicable factors, mainly the composition of Plan Assets held, assessed risks, historical results of return on Plan Assets and the Company's policy for the Plan Assets management.

(ii) The actuarial valuation takes into account the estimates of future salary increases, inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. The management has relied on the overall actuarial valuation conducted by the actuary.

Sr. No. Name of Related Parties Nature of Relationship
1 20 Microns Nano Minerals Limited Subsidiary Company
2 20 Microns FZE Subsidiary Company
3 20 Microns SDN BHD Subsidiary Company
4 Silicate Minerals Private Limited Subsidiary Company (w.e.f 30.10.2017)
5 20 Microns Vietnam Limited Subsidiary Company
6 20 Microns Foundation trust Entity over which Significant Influence Exists
7 Shri C.S.Parikh Chairman & Managing Director, Key Management Personnel
8 Shri R.C.Parikh Managing Director, Key Management Personnel
9 Shri. A.C.Parikh Whole Time Director, Key Management Personnel
10 Smt. I.C.Parikh Relative of Key Management Personnel
11 Smt. S.R.Parikh Director, Key Management Personnel
12 Smt. P.A.Parikh Relative of Key Management Personnel
13 Mr N R Patel Chief Financial Officer, Key Management Personnel
14 Smt.A.K.Muley Company Secretary, Key Management Personnel
(` In Lakhs)
Sr.
No.
Name of Related Party and nature of
transactions
Relationship For the year
ended 31st
March, 2018
For the year
ended 31st
March, 2017
1 20 Microns Nano Minerals Limited
Income :
Sales 419.01 276.25
Royalty 71.81 73.67
Rent 52.89 138.35
Reimbursement of Expenses 1.54 1.04
Sale of Fixed Asset Subsidiary 2.00
Job work charges Received Company 2.90
Expenses :
Purchases 170.37 222.06
Rent 8.90 31.77
Reimbursement of Expenses 1.70 5.06
Investment in share capital 600.00
Fixed Asset Purchase 4.53
Amount Receivable / ( Payable ) at the year end 169.72 (14.90)
2 Silicate Minerals Private Limited
(w.e.f 30.10.2017)
Sales Subsidiary 58.24
Rent Company 5.00
Amount Receivable / ( Payable ) at the year end 145.74
3 20 Microns Vietnam Limited
Investment in share capital Subsidiary 25.66
Advance Company 20.69
Amount Receivable / ( Payable ) at the year end 20.69
4 20 Microns Foundation trust Entity over
which Significant
Expenses : Influence Exists
Donation paid 13.07 5.10
5 Shri C.S.Parikh Chairman &
Expenses : Managing Director,
Remuneration paid Key Management 61.66 61.89
Interest on Deposit Personnel 5.72 4.01
Others :
Deposit Received / Renewed 50.00 25.00
Deposit Paid During the Year 25.00 25.00
Deposit Outstanding 60.00 35.00
6 Shri R.C.Parikh Managing Director,
Expenses : Key Management
Remuneration paid Personnel 53.54 53.49
7 Shri. A.C.Parikh Whole Time Director,
Expenses : Key Management
Remuneration paid Personnel 44.10 43.83
Interest on Deposit 0.63 0.71
Others :
Deposit Received/ Renewed 5.00
Deposit Paid During the Year 5.00
Deposit Outstanding 5.00 5.00
8 Smt. I.C.Parikh Relative of Key
Expenses : Management
Interest on Deposit Personnel 2.21 1.97
Others :
Deposit Outstanding 15.50 15.50
9 Smt. S.R.Parikh
Expenses :
Director, Key
Management
Interest on Deposit Personnel 0.13
Rent 6.45
Others :
Deposit Outstanding - 1.00
10 Smt. P.A.Parikh Relative of Key
Expenses : Management
Interest on Deposit Personnel 0.70 0.63
Others :
Deposit Outstanding 5.00 5.00
11 Mr N R Patel Chief Financial Officer,
Expense Key Management
Remuneration paid Personnel 29.64 16.88
12 Smt.A.K.Muley Company Secretary,
Expenses : Key Management
Remuneration Paid Personnel 10.04 9.52
Interest on Deposit 0.14 0.04
b) Others :
Deposit Received / Renewed 1.35 1.30
Deposit Paid 0.65 -
Deposit Outstanding 1.35 1.30

for the year ended March 31st, 2018 [Contd.]

Notes

  • 1 The following are the list of Independent Directors with whom no transaction have been occurred during the Financial Year 2017-18 other than payment of sitting fees:
  • a) Mr. Pravinchandra M Shah
  • b) Mr. Ram Devidayal
  • c) Mr. Atul Patel
  • d) Dr. Ajay Ranka
  • 2 20 Microns Nano Minerals Ltd, 20 Microns SDN BHD, 20 Microns FZE have been using software package being "SAP" by 20 Microns Limited without payment of Consideration.

46 Segment Reporting

The Company primarily operates in the segment of Micronized Minerals. The MD/CEO of the Company allocate resources and assess the performance of the Company, thus are the Chief Operating Decision Maker (CODM). The CODM monitors the operating results of the business as a one, hence no separate segment need to be disclosed.

a) Information about product and services:

Sale of Minerals : ` 38718.08 Lakhs

Sale of Herbal Products : ` 18.81 Lakhs

Sale of Construction Chemicals : ` 30.47 Lakhs

b) Information about geographical areas:

    1. The Company have revenues from external customers attributable to all foreign countries amounting to 5193.48 Lakhs and entity's country of domicile amounting to 33573.88 Lakhs.
    1. None of the company's Non Current assets are located outside India hence entity wide disclosure is not applicable to the Company.

c) Information about major customers:

There is three customers to the company which accounts for more than 10% of aggregate sales. Net sales made to this customer amounts to ` 15,854.38/- lakhs.

47 RESEARCH AND DEVELOPMENT EXPENDITURE

The company has incurred expenses during the year for research and development of product of the company. The break up of research and development expenses grouped under various head are as under :

(` In Lakhs)
For the Year
ended 31st
For the Year
ended 31st
Particulars March 2018 March 2017
Revenue expenditure
Employee benefit expenses 49.67 65.20
Other expenses 39.43 45.25
Total 89.10 110.45

48 Transition to Ind AS:

These financial statements, for the year ended 31 March 2018, are the first the company has prepared in accordance with Ind AS. For periods up to and including the year ended 31 March 2017, the company prepared its financial statements in accordance with IGAAP, including accounting standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended).

The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 1 April 2016 (the "transition date").

In preparing the opening Ind AS balance sheet, the company has adjusted amounts reported in financial statements prepared in accordance with IGAAP. An explanation of how the transition from IGAAP to Ind AS has affected our financial performance, cash flows and financial position is set out in the following tables and the notes that accompany the tables. On transition, we did not revise estimates previously made under IGAAP except where required by Ind AS.

for the year ended March 31st, 2018 [Contd.]

A Exemptions and exceptions availed

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

A1 Ind AS optional exemptions

A1.1 Business Combination

Ind AS 101 permits an entity to apply the requirements of Ind AS 103 - Business combinations (Ind AS 103) prospectively from the transition date or opt for retrospective application of Ind AS 103. Retrospective application could be either done since inception or from a date determined by the management. The exemption for past business combinations also applies to past acquisitions of investments in associates, interests in joint ventures and interests in joint operations in which the activity of the joint operation constitutes a business, as defined in Ind AS 103.

Accordingly, the company has elected not to restate past business combinations with an acquisition date prior to the transition date.However, any consequential deferred tax adjustments as required by Ind AS) have been duly considered. An explanation of the same has been provided in the note no. 53.10 subsequently.

A1.2 Leases

Ind AS 101 permits an entity to assess whether a contract or an arrangement contains a lease on the basis of facts and circumstances existing at the transition date to Ind AS. The Company has elected to apply this exemption for such contracts/arrangements.

A1.3 Effect of Changes in Exchange rate

In respect of long term foreign currency monetary items recognised in the financial statements for the period ending immediately before the beginning of the first ind AS Financial reporting period, the company has elected to recognise exchange differences on translation of such long term foreign currency monetary items in line with its previous GAAP accounting policy. In respect of long term foreign currency monetary items recognised in the financial statements beginning with the first Ind AS financial reporting period, exchange differences are recognised in the statement of profit and loss.

A1.4 Recognition of financial instruments through OCI

Ind AS 101 allows an entity to designate certain investments in equity instruments as fair valued through the OCI on the basis of the facts and circumstances at the transition date to Ind AS.

The Company has elected to apply this exemption for its investment in equity instruments other than subsidiary.

A1.5 Disclosure of investments in subsidiaries

Under, Ind AS 101 an entity can determine the value of investment in a subsidiary, associate or joint arrangement as either of the below:-

  • Cost determined in accordance with Ind AS 27 (i.e. retrospective application of Ind AS 27)
  • Fair value at the entity's date of transition to Ind AS
  • Previous GAAP carrying amount

Accordingly, if an entity chooses to measure its investment at fair value at the date of transition then that is deemed to be cost of such investment for the company and, therefore, it shall carry its investment at that amount (i.e. fair value at the date of transition) after the date of transition.

The Company has elected to carry forward the fair value as deemed cost for investment in equity shares of subsidiaries in the standalone financial statements.

A2 Mandatory Exceptions

A2.1 Estimates

An entity's estimates in accordance with Ind ASs at the transition date to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1 April 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the transition date as these were not required under previous GAAP:

  • Investment in financial instruments carried at FVTPL or FVTOCI; and
  • Impairment of financial assets based on expected credit loss model
  • Determination of the discounted value for financial instrument carried at amortised cost.

A2.3 Classification and measurement of financial asset

Ind AS 101 provides exemption to certain classification and measurement requirement of financial assets under Ind AS 109, where these are impracticable to implement. Classification and measurement is done on the basis of facts and circumstances existing on the transition date.

Accordingly the Company has determined classification of financial asset based on facts and circumstances existing on the transition date.

for the year ended March 31st, 2018 [Contd.]

B Reconciliations between previous GAAP and Ind AS

B.1 Reconciliation of equity as at April 01, 2016 (` In Lakhs)

Particulars Footnote
ref.
Amount as
per IGAAP*
Effects of
transition
to Ind AS
Amount as
per Ind AS
I. ASSETS
1 Non-current assets
(a) Property, plant and equipment 1 13,901.73 1,906.74 15,808.47
(b) Capital work in progress 2 218.77 - 218.77
(c) Intangible assets 103.75 - 103.75
(d) Intangible assets under development 25.91 (4.11) 21.80
(e) Investments in Subsidiaries 669.03 501.51 1,170.54
(f)
Financial assets
- - -
(i)
Investments
3 & 4 68.89 135.86 204.75
(ii) Loans 5 268.30 (10.34) 257.96
(iii) Other financial assets 37.50 - 37.50
(g) Other non-current assets 845.43 - 845.43
Total Non-Current Assets 16,139.30 2,529.67 18,668.97
2 Current assets
(a) Inventories
(b) Financial Assets
6,414.52
-
-
-
6,414.52
-
(i)
Trade receivables
6 5,465.51 (2.04) 5,463.47
(ii) Cash and cash equivalents 368.78 - 368.78
(iii) Bank balances other than (ii) above 7 452.58 45.88 498.46
(iv) Loans 55.81 - 55.81
(v) Other financial assets 3.07 - 3.07
(c) Current Tax Assets (Net) - - -
(d) Other current assets 7 & 12 2,817.80 (410.10) 2,407.71
Total Current Assets 15,578.07 (366.26) 15,211.81
TOTAL ASSETS 31,717.37 2,163.41 33,880.78
II. EQUITY AND LIABILITIES
1 Equity
(a) Equity share capital 1,764.33 - 1,764.33
(b) Other Equity 13 6,637.42 2,065.48 8,702.91
Total equity 8,401.75 2,065.48 10,467.23
2 Liabilities
Non-Current Liabilities
(a) Financial Liabilities
(i)
Borrowings
7 & 8 7,084.17 (105.18) 6,978.99
(ii) Other financial liabilities 7 30.66 (23.52) 7.14
(b) Deferred tax liabilities (Net) 12 1,331.54 269.51 1,601.05
Total Non-Current Liabilities
Current liabilities
8,446.38 140.81 8,587.19
(a) Financial Liabilities - - -
(i)
Borrowings
7 7,061.17 78.16 7,139.34
(ii) Trade payables 5,187.28 - 5,187.28
(iii) Other financial liabilities 7 & 8 2,176.51 (121.04) 2,055.46
(b) Other current liabilities 242.37 - 242.37
(c) Provisions 67.91 - 67.91
(d) Current Tax Liabilities (Net) 134.01 - 134.01
Total Current Liabilities 14,869.25 (42.88) 14,826.37
Total liabilities 23,315.63 97.93 23,413.56
TOTAL EQUITY AND LIABILITIES 31,717.37 2,163.41 33,880.78
Reconciliation of equity as at March 31, 2017 (` In Lakhs)
Particulars Footnote
ref.
Amount as
per IGAAP*
Effects of
transition
to Ind AS
Amount as
per Ind AS
I. ASSETS
1
Non-current assets
(a) Property, plant and equipment 1 13,630.31 1,909.74 15,540.06
(b) Capital work in progress 2 679.86 - 679.86
(c) Intangible assets 63.68 - 63.68
(d) Intangible assets under development 25.91 (4.11) 21.80
(e) Investments in Subsidiaries 1,269.03 501.51 1,770.54
(f)
Financial assets
- - -
(i)
Investments
3 & 4 68.89 114.24 183.13
(ii) Loans 5 274.35 (10.34) 264.01
(iii) Other financial assets 192.50 - 192.50
(g) Other non-current assets 1,419.68 - 1,419.68
Total Non-Current Assets
2
Current assets
17,624.21 2,511.05 20,135.26
(a) Inventories 5,917.23 - 5,917.23
(b) Financial Assets
(i)
Trade receivables
6 5,322.29 (52.24) 5,270.05
(ii) Cash and cash equivalents 458.81 - 458.81
(iii) Bank balances other than (ii) above 7 291.80 30.04 321.84
(iv) Loans 102.33 - 102.33
(v) Other financial assets 12.62 - 12.62
(c) Current Tax Assets (Net) - - -
(d) Other current assets 7 & 12 2,449.52 (791.78) 1,657.74
Total Current Assets 14,554.60 (813.98) 13,740.62
TOTAL ASSETS 32,178.81 1,697.06 33,875.87
EQUITY AND LIABILITIES
1 Equity
(a) Equity share capital 1,764.33 - 1,764.33
(b) Other Equity 13 7,907.77 2,059.70 9,967.47
2 Total equity
Liabilities
9,672.09 2,059.70 11,731.79
Non-Current Liabilities
(a) Financial Liabilities
(i)
Borrowings
7 & 8 6,367.25 (66.00) 6,301.25
(ii) Other financial liabilities 7 44.96 (31.82) 13.14
(b) Deferred tax liabilities (Net) 12 2,015.74 (218.52) 1,797.22
Total Non-Current Liabilities 8,427.95 (316.33) 8,111.62
Current liabilities
(a) Financial Liabilities
(i)
Borrowings
7 6,880.35 65.42 6,945.78
(ii) Trade payables 4,918.20 - 4,918.20
(iii) Other financial liabilities
(b) Other current liabilities
7 & 8 2,077.02
166.90
(111.73)
-
1,965.29
166.90
(c) Provisions 36.30 - 36.30
(d) Current Tax Liabilities (Net) - - -
Total Current Liabilities 14,078.76 (46.30) 14,032.46
Total liabilities 22,506.72 (362.64) 22,144.08
TOTAL EQUITY AND LIABILITIES 32,178.81 1,697.06 33,875.87

for the year ended March 31st, 2018 [Contd.]

Reconciliation of profit or loss for the year ended 31 March, 2017
Particulars
Footnote
ref.
Amount as
per IGAAP*
Effects of
transition
to Ind AS
(` In Lakhs)
Amount as
per Ind AS
Revenue
I. Revenue from Operations 9 & 10 37,248.43 (80.26) 37,168.17
II. Other income 248.60 - 248.60
III. Total Income (I+II) 37,497.04 (80.26) 37,416.78
IV. Expenses
Cost of materials consumed 16,293.26 - 16,293.26
Changes in inventories of Finished Goods 427.51 - 427.51
Employee Benefits Expenses 11 3,360.60 (53.14) 3,307.45
Finance Costs 8 2,246.42 27.46 2,273.88
Depreciation and Amortization Expenses 1 900.68 (3.00) 897.68
Other Expenses 6, 9 & 10 12,314.02 (30.06) 12,283.96
Total Expenses (IV) 35,542.49 (58.74) 35,483.75
V. Profit/(Loss) Before Exceptional Items and Tax(III-IV)
VI. Exceptional Items
1,954.55
-
(21.52)
-
1,933.03
-
VII. Profit/(Loss) Before Tax (V-VI) 1,954.55 (21.52) 1,933.03
VIII. Tax expense: - - -
Current Tax 401.55 - 401.55
Deferred Tax 12 282.66 (67.12) 215.54
IX. Profit/(Loss) for the period(VII-VIII) 1,270.35 45.60 1,315.95
X. Other comprehensive income
A.
(i)
Items that will not be reclassified to profit or
- - -
loss4 & 11 - (74.77) (74.77)
(ii) Income tax related to items that will not be
reclassified to profit or loss
B.
(i)
Items that will be reclassified to profit or loss
-
-
23.38
-
23.38
-
(ii) Income tax related to items that will be
reclassified to profit or loss
- - -
Total other comprehensive income - (51.39) (51.39)
XI. Total comprehensive income for the period
(IX+X)
1,270.35 (5.78) 1,264.56

*IGAAP figures have been reclassified to confirm to Ind AS presentation requirements for the purposes of this note.

Footnotes to the above reconciliation are as under:

1 Property, Plant and Equipment

The company has availed option of considering fair value as deemed cost as on transition date for freehold and lease hold lands. Accordingly the said lands have been revalued as on 01.04.2016 and gain arising due to fair value amounting to 1906.74 Lakhs is added to opening Profit and Loss account. The amortisation of lease hold land is calculated on fair valued amount i.e on deemed cost for FY 2016-17 which amounts to 27.91 Lakhs which is provided in books of accounts.

2 Capital works in Progress

The company has impaired mining lease rights on transition date as they do not qualify for recognition as per recognition criataria mentioned under the IND AS. This resulted in to decrease in other equity by ` 4.11 Lakhs as on transition date

3 Investments in subsidiaries

The company has availed option of considering fair value as deemded cost as on transition date for investments in Subsidiary Companies. These resluted in to 501.51 lakhs increase in opening profit and loss account as on transition date

for the year ended March 31st, 2018 [Contd.]

4 FVTOCI financial assets: Investment in unquoted equity shares

Under IGAAP, the company accounted for long term investments in unquoted shares as investment measured at cost less provision for other than temporary diminution in the value of investments. Under Ind AS, the company has designated such investments as FVTOCI investments. At the transition date, difference between the fair value and IGAAP carrying amount has been recognised as a separate component of equity, net of related deferred taxes. This has resulted in a increase in total equity by ` 135.86 Lakhs on 01/04/2016(net of tax).

5 Loans(Security Deposits)

The company has impaired Deposits paid for mining on transition date as they do not qualify for recognition as financial assets per recognition criataria mentioned under the IND AS. This resulted in to decrease in other equity by ` 10.34 Lakhs as on transition date

6 Trade Receivable

Under IGAAP, company was providing provision for bad and doubtful debts which are due more than 270 days. Under IND AS, company provides for imparement loss allowance on financial assets based on expected credit loss method. The equity is decreased by rs. 2.04 Lakhs as on 01.04.2016.

7 Interest accrued but not due on Financial Assets and Financial Liabilities

The company has financial assets and liabilities which carried interest accrued but not due as on transition date as well as 31.03.2017. The interest accrued on financial assets and liabilities at each reporting date is disclosed separately under IGAAP. Under Ind AS, those financial assets and liabilities are to be reported at amortised cost. Accordingly interest accrued but not due on the transition date and 31st March 2017 respectively has been reclassified to respective financial assets and liabilities. There is no impact on the total equity or profit as a result of this adjustment.

8 Interest bearing loans and borrowings

Under IGAAP, transaction costs incurred in connection with interest bearing loans and borrowings were charged to profit or loss when incurred. Under Ind AS, transaction costs are included in the initial recognition amount of financial liability and charged to profit or loss using the EIR method. Accordingly the total equity increased by 171.58 Lakhs on the transition date and 144.12 Lakhs on 31st March 2017. The profit for the year ended 31st March 2017 reduced by ` 27.46 Lakhs as a result of additional interest expense.

9 Accounting for excise duty on sale of goods:

Under IGAAP, sale of goods was presented as net of excise duty. However, under Ind AS, sale of goods includes excise duty which is considered as an expense. This adjustment has no impact on the total equity on the transition date as well as 31 March 2017.

10 Discount on sale of goods:

Under IGAAP, discount was shown as an expense in the financial statement. However, under Ind AS, sale of goods is shown for net consideration received or receivable. hence discount is deducted from sales and not shown as expense. This adjustment has no impact on the total equity on the transition date as well as 31 March 2017.

11 Employee benefits:

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under IGAAP, these remeasurements were forming part of the profit or loss for the year. This adjustment has no impact on the total equity on the transition date as well as 31 March 2017.

12 Deferred tax Liabilities (net) :

IGAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on certain temporary differences which was not required under IGAAP as discussed below. Further, company has reclassified MAT credit entitlement to deferred tax assets.

The changes in deferred tax liability is as follows: (` In Lakhs)
Particulars 31-Mar-17 01-Apr-16
Fair Value of Freehold and Leasehold Lands 395.46 401.90
Impairment allowance on trade receivable (20.61) (2.89)
Other PPE 99.02 176.94
Fair value of investments in unquoted equity shares 22.82 27.81
Amortisation of transaction costs of Interest bearing loans and borrowing 49.88 59.38
Reclassification of MAT (761.74) (364.22)
Other Misc (3.35) (29.42)
Change in deferred tax liability (218.52) 269.51

for the year ended March 31st, 2018 [Contd.]

13 Equity

The Impact of the above Ind AS adjustments on equity is as below:

(` In Lakhs)
Particulars 31-Mar-17 01-Apr-16
IGAAP Equity (A) 9,672.09 8,401.75
Ind AS adjustments
Comprehensive Income
Impact of Remeasurement of Impairment of Trade Receivables (52.24) (2.04)
Fair value of Free hold and Lease hold land 1,909.74 1,906.74
Amortisation of transaction costs of Interest bearing loans and borrowing 144.12 171.58
Revaluation of Investment in unquoted equity shares 114.24 135.86
Fair value of Investment in subsidiary company 501.51 501.51
Impairment of Mining lease rights and Mining Deposits (14.45) (14.45)
Change in Deferred Tax Asset/ Liability on Account of Remeasurement
as per Ind AS (543.23) (633.73)
Total impact on account of Ind AS adjustments 2,059.70 2,065.48
Equity after Ind AS adjustments 11,731.79 10,467.23
11,732 10,467

C Cash flow statement

There were no significant reconciliation items between cash flows prepared under Indian GAAP and those prepared under Ind AS.

49 Lease

a Expenses

The Company has obtained several premises for its business operations under leave and license agreements. These are generally not non-cancellable lease and are renewable on mutual consent on mutually agreeable terms. Lease payments are recognized in the statement of profit and loss as rent expenses amounting to 267.52 Lakhs ( Previous Year 237.81 lakhs)

b Income

The Company has given land and building on operating lease for period ranging from 11 months to 60 months. During the year, the company has also given plant and machinery on operating lease and has recognized the lease rent on both assets in the statement of profit and loss amounting to 61.42 lakhs (Previous Year 123.75 lakhs)

50 Previous year figures

Previous year's figures have been regrouped or reclassified wherever necessary to confirm to the current period's presentation.

The Accompanying Notes are an integral part of the financial Statements.

As per our audit report of even date attached

For J H Mehta & Co.
Chartered Accountants
Firm Reg. No. 106227W
For and on behalf of Board of Directors
Naitik J Mehta
Partner
M. No. 130010
C.S. Parikh
Executive Chairman
P. M. Shah
Independent
Director
N. R. Patel
Chief Financial
Officer
Anuja K. Muley
Company
Secretary
DIN # 00041584 DIN # 00017558 A21243
Place : Ahmedabad Waghodia
Date : May 24, 2018 May 24, 2018

NOTES

20 Microns Limited

CONSOLIDATED FINANCIAL STATEMENT

CONSOLIDATED INDEPENDENT AUDITORS' REPORT

To The Members of 20 Microns Limited

Report on the Consolidated Ind AS Financial Statements

We have audited the accompanying consolidated Ind AS financial statements of 20 Microns Limited ("the Holding Company") and its subsidiaries (the holding company and its subsidiaries together referred to as "the Group") comprising of the Consolidated Balance Sheet as at 31st March 2018, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the consolidated Ind AS financial statements").

Management's Responsibility for the Consolidated Ind AS Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of the consolidated Ind AS financial statements in terms of the requirements of the Companies Act, 2013 ("the Act") that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with relevant rules issued thereunder.

The respective Board of Directors of the Companies and entities included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Board of Directors of the Holding Company, as aforesaid.

Auditor's Responsibility

Our responsibility is to express an opinion on the consolidated Ind AS financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company's preparation of the consolidated Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company's Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the subsidiaries,the aforesaid consolidated Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS, of the consolidated state of affairs of the Group, as at March 31, 2018, and their consolidated profit, including other comprehensive income, their consolidated cash flows and their consolidated statement of changes in equity for the year ended on that date.

Other Matters

  • a. We did not audit the financial statement of four (4) subsidiaries, whose financial statement reflect total assets of 4734.90 Lakhs as at 31st March 2018, total revenues of 4949.34 Lakhs and net cash flows amounting to ` 63.86 Lakhs for the year ended on that date, as considered in the consolidated Ind As financial statements. The financial statement of the subsidiaries have been audited by other auditors whose reports have been furnished to us by the Management, and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiaries and our report in terms of subsection (3) of section 143 of the Act, insofar as it relates to the aforesaid subsidiaries, is based solely on the report of other auditor.
  • b. We did not audit the financial statement of one (1) subsidiary, whose financial statement reflect total assets

CONSOLIDATED INDEPENDENT AUDITORS' REPORT [Contd.]

of 47.54 Lakhs as at 31st March 2018, total revenues of 106.36 Lakhs and net cash flows amounting to ` 26.60 Lakhs for the year ended on that date, as considered in the consolidated Ind As financial statements. The financial statement of the subsidiary are unaudited and have been furnished to us by the Management, and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiaries and our report in terms of subsection (3) of section 143 of the Act, insofar as it relates to the aforesaid subsidiary is solely on such an unaudited financial statement. In our opinion and explanation given to us by the management, these financial statements are not material to the group.

  • c. The Comparative financial information of the Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 1st April 2016 included in these consolidated Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by us for the year ended 31st March 2017 vide report dated 25th May 2017 and for the year ended 31st March 2016 vide our report dated 23rd May 2016 expressed an unmodified opinion on those consolidated financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.
  • Our opinion on the Consolidated Ind AS Financial Statement, and our report on Other Legal and Regulatory Requirement below, is not modified in respect of the above matters with respect to our reliance on the work done and the report of the other auditors.

Report on Other Legal and Regulatory Requirements

    1. As required by section 143 (3) of the Act, and on the consideration of reports of the other auditors on separate financial statements and the other financial information of subsidiaries, as noted in the 'Other Matter' paragraph we report, to the extent applicable, that:
  • a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements.
  • b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books.
  • c) The consolidated balance sheet, the consolidated statement of profit and loss, the consolidated cash flow

statement and consolidated statement of changes in equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements.

  • d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with relevant rules issued thereunder.
  • e) On the basis of the written representations received from the directors of the Holding Company as on 31st March 2018 taken on record by the Board of Directors of the Holding Company and the report of the statutory auditor of its Subsidiary Company incorporated in India, none of the directors of the Group companies, is disqualified as on 31st March 2018 from being appointed as a director in terms of Section 164(2) of the Act.
  • f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our report in "Annexure – A", which is based on the auditor's reports of the Holding company and subsidiary companies incorporated in India.
  • g) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
  • i. The consolidated Ind AS financial statements disclose the impact of pending litigations on consolidated financial position of the Group in its consolidated Ind AS financial statements. Refer Note 41 to the consolidated Ind AS financial statements.
  • ii. The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
  • iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company and Subsidiary companies incorporated in India.

For, J. H. Mehta & Co. Chartered Accountants ICAI Firm Regn. No. 106227W

(Naitik J Mehta) Place : Ahmedabad Partner Date : 24/05/2018 Membership No. 130010

CONSOLIDATED ANNEXURE TO INDEPENDENT AUDITORS' REPORT

ANNEXURE – A

TO THE INDEPENDENT AUDITOR'S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

(Referred to in paragraph 1 (f) under "Report on Other Legal and Regulatory Requirements" section of our Independent Auditor's Report, of even date, to the members of 20 Microns Limited on Consolidated Ind AS Financial Statements for the year ended 31st March 2018)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31st March 2018, we have audited the internal financial controls over financial reporting of 20 Microns Limited ("the Holding Company") and its Indian subsidiary (the Holding Company and its Indian subsidiary together referred to as "the Group") as of that date.

Management's Responsibility for Internal Financial Controls

The Respective Board of Directors of the Holding Company and its Subsidiaries, which is company incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditor in terms of their report referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that

  • (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
  • (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
  • (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company and its subsidiary companies have, in all material respects, an adequate internal financial controls system over financial reporting and such

CONSOLIDATED ANNEXURE TO INDEPENDENT AUDITORS' REPORT [Contd.]

internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by these Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to its Subsidiary Companies, which is a Company incorporated in India, is based on the corresponding report of the auditor of such company incorporated in India.

For, J. H. Mehta & Co. Chartered Accountants ICAI Firm Regn. No. 106227W

(Naitik J Mehta) Place: Ahmedabad Partner Date: 24/05/2018 Membership No. 130010

CONSOLIDATED BALANCE SHEET

as at March 31st, 2018

(` In Lakhs)
As at As at As at
Particulars Notes March 31, 2018 March 31, 2017 1st April, 2016
I. ASSETS
1
Non-current assets
(a) Property, Plant and Equipment 3.1 18,410.21 17,565.86 17,702.67
(b) Capital Work in Progress 3.2 774.42 679.86 399.78
(c) Intangible Assets 4.1 77.38 134.41 211.65
(d) Intangible Assets under Development 4.2 30.85 27.04 27.04
(e) Goodwill on Consolidation 2.16 - -
(f)
Financial Assets
(i)
Investments
5 339.98 183.36 204.98
(ii) Loans 6 289.97 264.01 257.96
(iii) Other Financial Assets 7 178.00 192.50 37.50
(g) Other Non-Current Assets 8 900.62 1,419.68 856.24
Total Non-Current Assets 21,003.60 20,466.73 19,697.82
2
Current assets
(a) Inventories 9 7,223.20 6,756.21 7,021.02
(b) Financial Assets
(i)
Trade Receivables
10 6,648.14 5,985.09 5,597.94
(ii) Cash and Cash Equivalents 11 605.43 673.90 428.50
(iii) Bank Balances other than (ii) above 12 271.83 353.32 521.58
(iv) Loans
(v) Other Financial Assets
13
14
256.81
3.20
238.34
12.62
186.51
3.07
(c) Current Tax Assets (Net) 15 - 32.63 -
(d) Other Current Assets 16 1,535.36 1,760.41 2,589.00
Total Current Assets 16,543.97 15,812.52 16,347.63
TOTAL ASSETS 37,547.57 36,279.24 36,045.45
II. EQUITY AND LIABILITIES
1
Equity
(a) Equity Share Capital 17 1,764.33 1,764.33 1,764.33
(b) Other Equity 18 12,580.76 10,713.78 9,209.81
Equity Attributable to Equity Holders of the Parent 14,345.09 12,478.10 10,974.14
2
Non Controlling Interest
62.75 106.19 117.56
3
Liabilities
Non-Current Liabilities
(a) Financial Liabilities
(i)
Borrowings
19 5,814.45 6,409.44 7,128.64
(ii) Other Financial Liabilities
(b) Deferred Tax Liabilities (Net)
20
21
13.14
2,402.94
13.14
2,089.04
7.14
1,863.81
Total Non-Current Liabilities
4
Current liabilities
8,230.54 8,511.62 8,999.60
(a) Financial Liabilities
(i)
Borrowings
22 6,111.61 7,443.83 7,696.97
(ii) Trade Payables 23 6,145.59 5,329.73 5,502.76
(iii) Other Financial Liabilities 24 2,283.68 2,107.46 2,212.34
(b) Other Current Liabilities 25 238.56 191.19 307.03
(c) Provisions 26 62.53 74.55 87.81
(d) Current Tax Liabilities (Net) 27 67.24 36.58 147.23
Total Current Liabilities 14,909.20 15,183.33 15,954.15
Total Liabilities 23,139.74 23,694.95 24,953.75
TOTAL EQUITY AND LIABILITIES 37,547.58 36,279.24 36,045.44

See accompanying notes to the financial statements As per Our Report Attached

As per our audit report of even date attached

For J H Mehta & Co. For and on behalf of Board of Directors Chartered Accountants

Firm Reg. No. 106227W

Naitik J Mehta C.S. Parikh P. M. Shah N. R. Patel Anuja K. Muley

Place : Ahmedabad Waghodia Date : May 24, 2018 May 24, 2018

Partner Executive Chairman Independent Chief Financial Company M. No. 130010 Director Officer Secretary DIN # 00041584 DIN # 00017558 A21243

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

as at March 31st, 2018

(` In Lakhs )
Particulars Notes Year ended
March 31, 2018
Year ended
March 31, 2017
Revenue
I. Revenue from Operations 28 43,139.43 40,966.03
II. Other income 29 252.88 182.72
III. Total Income (I+II) 43,392.31 41,148.75
IV. Expenses
Cost of materials consumed 30 19,671.72 17,816.21
Purchases of Stock in trade 31 388.22 299.19
Changes in inventories of Finished Goods 32 (140.97) 378.19
Employee Benefits Expenses 33 4,051.89 3,588.94
Finance Costs 34 2,236.95 2,389.45
Depreciation and Amortization Expenses 35 1,033.73 1,023.27
Other Expenses 36 13,196.06 13,343.38
Total Expenses (IV) 40,437.59 38,838.63
V.
VI.
Profit/(Loss) Before Exceptional Items and Tax(III-IV)
Exceptional Items
37 2,954.72
150.85
2,310.12
-
VII. Profit/(Loss) Before Tax (V-VI) 2,803.87 2,310.12
VIII. Tax expense:
Current Tax
38 834.65 481.35
Deferred Tax 76.43 236.52
IX. Profit/(Loss) for the Year (VII-VIII) 1,892.79 1,592.25
Profit/(Loss) for the Year attributable to
Owners of the Company 1,883.51 1,583.94
Non Controlling Interest 9.28 8.31
X. Other comprehensive income 39
A
(i)
Items that will not be reclassified to profit or loss
140.92 (75.14)
(ii) Income tax related to items that will not be reclassified to profit or loss (31.41) 23.48
B
(i)
Items that will be reclassified to profit or loss
(ii) Income tax related to items that will be reclassified to profit or loss
Total other comprehensive income 109.51 (51.65)
XI. Total comprehensive income for the year (IX+X) 2,002.30 1,540.60
Total comprehensive income for the year attributable to
Owners of the Company
Non Controlling Interest
1,993.02
9.28
1,532.30
8.30
Earnings per equity share of Face Value of ` 5 each 40
Basic 5.34 4.49
Diluted 5.34 4.49

See accompanying notes to the financial statements

As per our audit report of even date attached

For J H Mehta & Co.
Chartered Accountants
Firm Reg. No. 106227W
For and on behalf of Board of Directors
Naitik J Mehta
Partner
M. No. 130010
C.S. Parikh
Executive Chairman
DIN # 00041584
P. M. Shah
Independent
Director
DIN # 00017558
N. R. Patel
Chief Financial
Officer
Anuja K. Muley
Company
Secretary
A21243
Place : Ahmedabad
Date : May 24, 2018
Waghodia
May 24, 2018

CONSOLIDATED CASH FLOW STATEMENT

as at March 31st, 2018

(` In Lakhs)
Particulars For the Year
ended 31st
March 2018
For the Year
ended 31st
March 2017
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Tax 2,803.87 2,310.12
Adjustments for:
Depreciation 1,033.73 1,023.27
Loss on sale/disposal of Property, plant and equipment 10.43 18.66
Bad Debts Written Off (0.90) (5.76)
Provision for Doubtful Debts (Trade Receivables) (27.40) 84.11
Effect of foreign exchange gain/loss 55.94 15.87
Finance Costs 2,236.95 2,389.45
Provision/liability no longer required (126.31) (40.34)
Debit balance written off 46.23 5.77
Exchange difference on consolidation 52.03 (48.00)
Interest Income (69.42) (77.04)
Operating Profit before Working Capital Changes 6,015.15 5,676.12
Adjustments for changes in Working Capital
(Increase)/Decrease in Trade Receivables (690.70) (481.37)
(Increase)/Decrease in Other - Non Current Assets 472.83 (569.21)
(Increase)/Decrease in Other financial assets-Non-current 14.50 (155.00)
(Increase)/Decrease in Short Terms Loans and Advances (18.46) (51.83)
(Increase)/Decrease in Other Current Assets 225.06 828.59
(Increase)/Decrease in Other financial assets-Current (53.53) (32.65)
(Increase)/Decrease in Inventories
(Increase)/Decrease in Long-term loan and advances
(466.99)
(25.96)
264.81
(6.06)
Changes in Trade and Other Receivables (543.26) (202.72)
Increase/(Decrease) in Trade Payables 877.72 (155.97)
Increase/(Decrease) in Other current Liabilities 47.37 (115.84)
Increase/(Decrease) in Other Financial Non current Liabilities - 6.00
Increase/(Decrease) in Other Financial current Liabilities 176.22 (104.88)
Increase/(Decrease) in Short-term provisions 42.96 (43.50)
Changes in Trade and Other Payables 1,144.27 (414.20)
Cash Generated from Operations 6,616.16 5,059.20
Income tax paid ( Net of refunds) (559.14) (612.44)
Net Cash from Operating Activities 6,057.03 4,446.76
B. CASH FLOW FROM INVESTING ACTIVITIES
Payments for Property, plant and equipments/Intangible assets including
capital work in progress and capital advances. (1,965.28) (1,123.71)
Purchase of Non-current investments - in subsidiary Company (37.40) -
Purchase of Non-current investments (6.00) -
Purchase of goodwill (1.25) -
Deposits with original maturity of more than three months 81.48 168.26
Interest Received 69.42 77.04
Proceeds from sale of Property, plant and equipments 28.14 15.73
Net Cash used in Investing Activities (1,830.89) (862.67)

CONSOLIDATED CASH FLOW STATEMENT

as at March 31st, 2018 [Contd.]

(` In Lakhs)
Particulars For the Year
ended 31st
March 2018
For the Year
ended 31st
March 2017
C. CASH FLOW FROM FINANCING ACTIVITIES
Repayment of Long-term borrowings (594.99) (719.20)
Repayment of Short-term borrowings (1,332.23) (253.13)
Share issue expenditure (21.20) -
Interest Paid (2,236.95) (2,389.45)
Dividend Paid (including tax thereon) (172.18) -
Net Cash from Financing Activities (4,357.55) (3,361.79)
NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) (131.41) 222.30
Cash and Cash Equivalents at the beginning of the year 650.80 428.50
Cash and Cash Equivalents at the end of the year 519.38 650.80
Closing Cash and Cash Equivalents comprise:
Cash in hand 15.35 15.78
Balances with Scheduled Banks
Balance in Current Account 590.09 658.12
Total 605.43 673.90
Less : Amount Due to bank in Current Account (86.05) (23.10)
Total 519.38 650.80

Notes to Cash Flow Statement:

(i) The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Indian Accounting Standard IND AS - 7 on Cash Flow Statements.

(ii) Purchase of fixed assets are stated inclusive of movements of capital work in progress, assets under development and capital advances.

(iii) Previous year figures have been regrouped and reclassified wherever considered necessary to conform to the current year's figures.

(iv) In Part A of the cash flow statement, figures in brackets indicate deductions made from the Net Profit for deriving the Net cash flow from operating activities. In Part B and Part C, figures in bracket indicate cash-outflow.

As per our audit report of even date attached

For J H Mehta & Co.
Chartered Accountants
Firm Reg. No. 106227W
For and on behalf of Board of Directors
Naitik J Mehta
Partner
M. No. 130010
C.S. Parikh
Executive Chairman
P. M. Shah
Independent
Director
N. R. Patel
Chief Financial
Officer
Anuja K. Muley
Company
Secretary
DIN # 00041584 DIN # 00017558 A21243
Place : Ahmedabad
Date : May 24, 2018
Waghodia
May 24, 2018

CONSOLIDATED STANDALONE STATEMENT OF CHANGES IN EQUITY (SOCIE) FOR THE YEAR ENDED 31ST MARCH 2018

(a) Equity share capital (` In Lakhs)
As at As at As at
March 31, 2018
Amount
Amount
March 31, 2017
April 2016
Amount
Balance at the beginning of the reporting period 1,764.33 1,764.33 1,764.33
Changes in equity share capital during the year - - -
(b) Balance at the end of the reporting period
Other equity
1,764.33 1,764.33 (` In Lakhs)
1,764.33
accumulated within the Equity instruments through OCI.
As per our audit report of even date attached
Note : (i) The Group has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are
Chartered Accountants
For J H Mehta & Co.
For and on behalf of Board of Directors
Naitik J Mehta
Partner
Firm Reg. No. 106227W Executive Chairman
C.S. Parikh
Independent
P. M. Shah
Director
Chief Financial
N. R. Patel
Officer
Anuja K. Muley
Company
Secretary
M. No. 130010 Date : May 24, 2018
Place : Ahmedabad
DIN # 00041584
May 24, 2018
Waghodia
DIN # 00017558 A21243

Authorization of financial statements:

The Consolidated Financial Statements were authorized for issue in accordance with a resolution passed in meeting of Board of the Directors held on 24th May, 2018.

Notes toConsolidated Financial statements for the year ended 31st March 2018

Note 1 –Corporate Information& Basis of Consolidation

20 Microns Limited ("Parent Company") is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The registered office of the Company is located at 9 – 10, GIDC, Waghodia, Vadodara – 391760, Gujarat, India.

The Group is engaged in Business of Industrial MicronisedMinerals and Speciality Chemicals.

Basis of Consolidation:

The consolidated financial statements comprise the financial statements of the company and its subsidiaries as at 31st March, 2018. Control is achieved when the group is exposed or has right, to variable returns from its involvement with the investee and has the ability to affect those returns through power over the investee. Specifically, the group controls an investee if and only if the group has;

  • Power over the investee (i.e. existing rights that give it the current liability to direct the relevant activities of investee)
  • Exposure or rights to variable returns from the involvement with the investee, and
  • The ability to use its power over the investee to affect its returns

Generally, there us a presumption that a majority of the voting rights result in control. To support this presumption and when the group has less than a majority of the voting or similar rights of an investee, the group consider all relevant facts and circumstances in assessing whether it has power over an investee, including:

  • The contractual arrangement with the other vote holders of the investee
  • Rights arising from other contractual arrangement
  • The Group's voting rights and potential voting rights
  • The size of the Group's holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders.

The group re-assesses whether or not it control an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the dare the Group gains control until the date the Group ceases to control the subsidiary.

Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances.

The financial statements of each of the subsidiaries used for the purpose of consolidation are drawn up to same reporting date as that of the Company, i.e year ended on 31 March

ConsolidationProcedure:

The consolidated Financial Statements include the financial statements of 20 Microns Limited and its subsidiaries(The Group).The Consolidated Financial Statements of the group have been prepared in accordance with Indian Accounting Standard 110 'Consolidated Financial Statements' as notified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standard) Rules, 2015 as amended thereunder.

Consolidated Financial Statements normally include consolidated balance sheets, consolidated statement of profit and loss, consolidated statement of cash flows and notes to the consolidated financial statements and explanatory statements that form an integral part thereof. The consolidated financial statements are presented, to the extent possible, in the same format as that adopted by the parent for its separate financial statements.

The consolidated financial statements have been combined on a line-by-line basis by adding the book value of like items of assets, liabilities, income and expenses after eliminating intra-group balance/ transactions and resulting unrealized profits in full. The amounts shown in respect of reserves comprise the amount of the relevant reserves as per the balance sheet of the parent company and its share in the postacquisition increase in the relevant reserves of the entity to be consolidated. In case of foreign subsidiary, being non-integral foreign operations, revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities are converted at rates prevailing at the end of the year. Any exchange difference arising on consolidation is recognized in the Foreign Currency Translation Reserve.

The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognized in the financial statements as Goodwill or Capital Reserve as the case may be.

As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Group's separate financial statements.

Particulars of Consolidation:

The lists of Subsidiary Companies are as under:

Proportion of Ownership
Company Year End Country of As At 31st As At 31st As At 31st
Incorporation March 2018 March 2017 March 2016
20 Microns SDN BHD
Malaysia
March 31
(Foreign Subsidiary)
100% 100% 100%
20 Microns Nano Minerals
India
March 31
Limited (Indian Subsidiary)
97.21% 94.76% 92.74%
Silicate Minerals (I) Private 100% -
India
March 31
Limited
-
20 Microns Vietnam Limited March 31 Vietnam 100% - -
20 Microns FZE Sharjah 100% 100% 100%
(Foreign subsidiary) March 31

Note 2 - Significant Accounting Policies

This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

2.1 Basis of Preparation of Financial Statements

2.1.1 Statement of Compliance with Ind AS

The standalone financial statements has been prepared in accordance and comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act and read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

The financial statements for all the periods up to year ended 31 March 2017 were prepared in accordance with the accounting standards notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act and read with Rule 7 of the Companies (Accounts) Rules, 2014 (Previous GAAP) andother relevant provisions.

2.1.2 First-time Adoption of IndAS

The Group has adopted all the IndAS standards and the adoptions was carried out in accordance with IndAS 101 First time adoption of Indian Accounting Standards including clarification issued by Ind AS Transition Facility Group (ITFG) on various issues. The transition was carried out from Indian Accounting Principles generally accepted in India as prescribed under Sec133 of the Act, read with Rule7 of the Companies (Accounts) Rules,2014 (IGAAP), which was the previous GAAP.

These financial statementsfor the year ended 31 March 2018 are the first financial statements of the Group under Ind AS. The date of transition to Ind AS is 1st April 2016. Reconciliations and descriptions of the effect of the transition has been summarized in note49 for an explanation of how the transition from Indian GAAP (IGAAP) to Ind AS has affected the Group's financial position, financial performance and cash flows.

All assets and liabilities have been classified as current or non-current as per the Group's normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013.

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.

2.1.3 Historical Cost Convention

These financial statements have been prepared and presented under the historical cost convention, on the accrual basis of accounting except for certain financial assets and financial liabilities that are measured at fair values at the end of each reporting period, as stated in the accounting policies set out below. The accounting policies have been applied consistently over all the periods presented in these financial statements.

2.2 Use of Estimates and Judgements

The presentation of the financial statements are in conformity with the Ind AS which requires the management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and disclosure of contingent liabilities. Such estimates and assumptions are based on management's evaluation of relevant facts and circumstances as on the date of financial statements. The actual outcome may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to the accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be

different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes:

Note 38 Current/deferred tax expense

Note 41Contingent liabilities and assets

Note 11 Expected credit loss for receivables

Note 44 Measurement of defined benefit obligations

2.3 Business Combination and Goodwill:

Acquisition of subsidiaries and businesses are accounted for using the purchase method. The consideration transferred in each business combination is measured at the aggregate of the acquisition date fair values of asset given, liabilities incurred by the Group to the former owners of the acquire, and equity interest issued by the Group in exchange for control of the acquire.

Acquisition related costs are recognised in the consolidated statement of Profit and Loss.

Goodwill arising on acquisition is recognised as an asset and measured at cost, being excess of the consideration transferred in the business combination over the Group's interest in the net fair value of the identifiable assets acquired, liabilities assumed and contingent liabilities recognised. Where the fair value of the identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve on consolidation.

Once control has been achieved, any subsequent acquisition where the group does not originally hold hundred percent interest in subsidiary are treated as an acquisition of shares from non-controlling shareholders. The identifiable net assets are not subject to further fair value adjustments and the difference between the cost of acquisition of the non-controlling interest and the net book value of the additional proportion acquired is measured either at the noncontrolling interests proportion of the net fair value of the assets, liabilities and contingent liabilities recognised or at fair value.

2.4 Property, Plant and Equipment

An item of Property, plant and equipment that qualifies as an assets is measured at their cost. Following initial recognition, items of property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment losses.

The Group identifies and determines the cost of each part of an item of property, plant and equipment separately, if the part has a cost which is significant to the total cost of that item of property, plant and equipment and has useful life that is materially different from that of the remaining item.

The cost of an item of property, plant and equipment comprises of its purchase price including import duties and other non-refundable purchase taxes or levies, directly attributable cost of bringing the asset to its working condition for its intended use and the initial estimate of decommissioning, restoration and similar liabilities, if any. Any trade discounts and rebates are deducted in arriving at the purchase price. Cost includes cost of replacing a part of a plant and equipment if the recognition criteria are met. Expenses directly attributable to new manufacturing facility during its construction period are capitalized if the recognition criteria are met. Expenditure related to plans, designs and drawings of buildings or plant and machinery is capitalized under relevant heads of property, plant and equipment if the recognition criteria are met.

Items such as spare parts, stand-by equipment and servicing equipment that meet the definition of property, plant and equipment are capitalized at cost and depreciated over their useful life.

Subsequent expenditures, including replacement costs where applicable,incurred for an item of Property plant and equipment are added to its books value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is de-recognised when replaced.

Costs in nature of repairs and maintenance are recognized in the Statement of Profit and Loss as and when incurred.

Any item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is charged to revenue in the income statement when the asset is derecognised.

The cost and related accumulated depreciation are eliminated from the financial statements upon sale or retirement of the asset.

2.5 Capital Work in Progress:

Expenditure on projects pending capitalization is shown under the head "Capital Work In Progress" which will be capitalized to respective heads of Fixed Assets on commencement of commercial production.

All the directly identifiable and ascertainable expenditure, incidental and related to construction incurred during the period of construction on a project, till it is commissioned, is kept as Capital work in progress (CWIP) and after commissioning the same is transferred / allocated to the respective "fixed assets".

Further, advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date are classified and disclosed as capital advances under Other Non-Current Assets.

2.6 Investment Properties

Investment properties comprises of Immovable Property that are held for rental yield and/or capital appreciation.

Investment property is measured initially at its cost, including related transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalised to the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed as and when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised.

2.7 Intangible Assets

Intangible asset is recognized only where it is probable that future economic benefits attributable to the asset will accrue to the enterprise and cost can be measured reliably. Intangible assets acquired separately are measured on initial recognition at cost. Internally generated intangibles including research cost are not capitalized and the related expenditure is recognized in the Statement of Profit and Loss in the period in which the expenditure is incurred. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment loss, if any.

Acquired Intangible Assets in the form of "Process Know How" is recognized at the cost of acquisition and amortized on straight line basis over a period of five years, depending on their estimated useful life.

Capitalized software includes cost on Enterprise Resource Planning (ERP) projectandother Software cost including license fees, which provides significant future benefits. ERP Project fees are amortized over a period of seven years. Costs of all other softwareare amortized over a period of five years.

Expenses incurred during development of Process know how or Product development is shown under the head "Intangible asset under development".

Any item of intangible assets is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the intangible asset (calculated as the difference between the net disposal proceeds and the carrying amount of the intangible asset) is recognised in the statement of Profit and Loss when the asset is derecognised.

2.8 Depreciation and amortisation methods,estimated useful lives and residual values

Depreciation is calculated to systematically allocate the cost of property, plant and equipment, intangible asset and investment propertynet of the estimated residual values over the estimated useful life. Depreciation is computed using Straight Line Method (SLM) over the useful lives of the assets as specified in Schedule II to the Companies Act, 2013.

The estimate of the useful life of the assets has been assessed based on technical advice which considers the nature of the asset, the usage of the asset, expected physical wear and tear, the operating conditions of the asset, anticipated technological changes, manufacturers warranties and maintenance support, etc. The management believes that these useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used. The useful lives are reviewed by the management at each financial year end and revised, if appropriate. In case of a revision, the unamortised depreciable amount (remaining net value of assets) is charged over the revised remaining useful lives.

Based on management estimate, residual value of 5% is considered for respective PPE except Lease hold land.

Intangible assets are amortized over their individual estimated useful lives on a Straight Line basis, commencing from the year in which the same are available to the Group for its intended use. The useful lives as estimated by the management for the intangible assets are as follows:

a) Process Know How
(Acquired Product Development) 5 Years
b) ERP Software 7 Years
c) Other Software's 5 Years

Freehold land is not depreciated. Cost of lease-hold land is amortized equally over the remaining period of lease.

The residual values, useful lives and methods of depreciation of property, plant and equipmentare reviewed at the end of each financial year and adjusted prospectively if appropriate.

Component accounting of assets: If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment and accordingly depreciated at the useful lives specified as above.

Depreciation on items of property, plant and equipment acquired / disposed off during the year is provided on pro-rata basis with reference to the date of addition / disposal.

Investment properties are depreciated based on the useful life prescribed in Schedule II to the Companies Act, 2013.

2.9 Impairment of non-financial assets

In accordance with Ind AS 36 on "Impairment of Assets" at the balance sheet date, non-financial assets are reviewed for impairment losses whenever events or

changes in circumstances indicate that the carrying amount may not be recoverable. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made. The recoverable amount of an asset is the greater of its fair value less cost to sell and value in use. To calculate value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market rates and the risk specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the CGU to which the asset belongs. Fair value less cost to sell is the best estimate of the amount obtainable from the sale of an asset in an arm's length transaction between knowledgeable, willing parties, less the cost of disposal. Assets whose carrying value exceeds their recoverable amount are written down to the recoverable amount. Recoverable amount is higher of an asset's or cash generating unit's net selling price and its value in use.

Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognized for an asset in prior accounting periods may no longer exist or may have decreased.

Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement of profit and loss, except for properties previously revalued with the revaluation surplus taken to Other Comprehensive Income (OCI). For such properties, the impairment is recognised in OCI up to the amount of any previous revaluation surplus.

2.10 Revenue recognition

Revenue is recognized when it is probable that economic benefits associated with a transaction flows to the Group in theordinary course of its activities and the amount of revenue can be measured reliably. Revenue is measured at the fair valueof the consideration received or receivable, net of returns, trade discounts and volume rebates allowed by the Group. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

Revenue includes only the gross inflows of economic benefits, including excise duty, received and receivable by the Group,on its own account. Amounts collected on behalf of third parties such as Goods and Service Tax, Sales Tax and Value Added Tax are excluded fromrevenue.

Revenue from sale of products is recognized when the Group transfers all the significant risks and rewards of ownership to the buyer, while the Group retains neither continuing managerial involvement nor effective control over the product sold. No significant uncertainty exists regarding the amount of the consideration that will be derived from the sale of goods, amount of sale can be measured reliably, and the cost incurred and to be incurred can be measured reliably. Sales figure are inclusive of excise duty and freight in case of landed rates, but are of net of sales returns, and rate or quantity adjustments.

Export benefits available under the prevalent schemes are recognized when there exists no significant uncertainty regards to its realisation.

Interest is recognised using Effective Interest Rate method as set out in Ind AS 109.

Dividend income is recognised, when the right to receive payment is established.

Royalty income is recognised on accrual basis in accordance with the substance of the agreement.

rental income is recognised as revenue on accrual basis as per the terms of the underlying contract with customers.

Other operating income and misc. income are accounted on accrual basis as and when the right to receive arises.

2.11 Borrowing

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings –interest bearing loans are subsequently measured at amortised cost by using the effective interest method (EIR method). Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of borrowing using the effective interest method (EIR). The EIR Amortization is included as Finance Costs in the statement of profit and loss.

Fees paid on the establishment of loan facilities are recognised as transaction costs of loan to the extent that it is probable that some or all the facility will be draw down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is deferred as a payment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or other expenses as well as through the EIR amortization process.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a long term loan arrangement on or before the end of

reporting period with the effect that the liability becomes payable on demand on the reporting date, the Group does not classify the liability as current, if the lender agreed, after the reporting period and before the approval of the financial statement for issue, not to demand payment as a consequence of the breach.

2.12 Borrowing Cost

The Group is capitalising general and specific borrowing costs that are directly attributable to the acquisition or construction of qualifying asset up to the date of commissioning. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. The Expenses incurred in connection with the arrangement of specific borrowings are capitalized over the period of the borrowing and every year such cost is apportioned to assets based on the actual amount borrowed during the year. All other borrowing costs are recognized as expense in the period in which they are incurred and charged to the statement of profit and loss.

Investment income earned on the temporary investment of specific borrowing pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

2.13 Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

2.13.1Financial Asset

Initial Recognition

A financial asset or a financial liability is recognised in the balance sheet only when, the Group becomes party to the contractual provisions of the instrument.

Initial Measurement

At initial recognition, the Group measures a financial asset or financial liability at its fair value plus or minus, in the case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability.

Subsequent Measurement

For purpose of subsequent measurement, financial assets are classified into:

  • Financial assets measured at amortised cost;
  • Financial assets measured at fair value through profit or loss (FVTPL); and
  • Financial assets measured at fair value through other comprehensive income (FVTOCI).

The Group classifies its financial assets in the above mentioned categories based on:

• The Group's business model for managing the financial assets, and

• The contractual cash flows characteristics of the financial asset.

A financial assets is measured at amortised cost if both of the following conditions are met:

  • The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
  • The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

Financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss.

A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:

  • The financial asset is held within a business model whose objective is achieved by both collecting the contractual cash flows and selling financial assets and
  • The assets contractual cash flows represent SPPI.

A financial asset is measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income. In addition, the Group may elect to designate a financial asset, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as 'accounting mismatch').

Equity Investments:

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the Group may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Group makes such election on an instrument by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to statement of profit and loss, even on sale of investment. However, the Group may transfer the cumulative gain or loss within equity. Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Profit andLoss.

De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Group's balance sheet) when:

    1. The contractual rights to the cash flows from the financial asset have expired, or
    1. The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either
  • (1) The Group has transferred substantially all the risks and rewards of the asset, or
  • (2) The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the Group's continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Impairment of Financial Assets

The Group assesses impairment based on expected credit loss (ECL) model to the following:

  • Financial assets measured at amortised cost
  • Financial assets measured at fair value through other comprehensive income

Expected credit losses are measured through a loss allowance at an amount equal to:

  • The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or
  • Full time expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument).

The Group follows 'simplified approach' for recognition of impairment loss allowance on trade receivables or contract revenue receivables. Under the simplified approach, the Groupis not required to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs together with appropriate management estimates for credit loss at each reporting date, right from its initial recognition.

The Group uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivable and is adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the statement of profit and loss. This amount is reflected under the head 'other expenses' in the statement of Profit and Loss. The balance sheet presentation for various financial instruments is described below:

  • Financial assets measured as at amortised cost and contractual revenue receivables - ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Group does not reduce impairment allowance from the gross carrying amount.
  • Financial assets measured at FVTOCI Since financial assets are already reflected at fair value, impairment allowance is not further reduced from its value. Rather, ECL amount is presented as accumulated impairment amount in the OCI.

For assessing increase in credit risk and impairment loss, the Group combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.

The Group does not have any purchased or originated credit-impaired (POCI) financial assets, i.e., financial assets which are credit impaired on purchase/ origination.

2.13.2Financial Liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group's financial liabilities include trade and other payables, loan and borrowings including bank

overdrafts, financial guarantee contracts and derivative financial instruments.

Subsequent measurement

  • Financial liabilities measured at amortised cost
  • Financial liabilities subsequently measured at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ loss are not subsequently transferred to Profit andLoss. However, the Group may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss. The Group has not designated any financial liability as at fair value through profit and loss.

Financial Guarantee Contracts

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation.

Loan and Borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

2.13.3Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the group or the counterparty.

2.14 Fair Value

The Group measures certain financial instruments at fair value at each balance sheet date.

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:

  • In the principal market for the asset or liability, or
  • In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group. 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.

The Group 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 under, based on the lowest level input that is significant to the fair value measurement as a whole:

  • Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
  • Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
  • Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group

determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Group's management determines the policies and procedures for both recurring fair value measurement, such as unquoted financial assets measured at fair value, and for non-recurring measurement, such as assets held for distribution in discontinued operations. The management comprises of the Managing Director and Chief FinancialOfficer.

External valuers are involved for valuation of significant assets, such as unquoted financial assets. Involvement of external valuers is decided upon annually by the Valuation Committee after discussion with and approval by the management. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. Valuers are normally rotated every three years. The management decides, after discussions with the Group's external valuers, which valuation techniques and inputs to use for each case.

At each reporting date, the management analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Group's accounting policies. For this analysis, the management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation.

The management, in conjunction with the Group's external valuers, also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes. (refer note 37)

    1. Disclosures for valuation methods, significant estimates and assumptions.
    1. Quantitative disclosures of fair value measurement hierarchy.
    1. Investment in unquoted equity shares.
    1. Financial instruments (including those carried at amortised cost).

2.15 Inventories

Raw materials, work-in-progress, finished goods, packing materials, stores, spares, components, consumables and stock-in trade are carried at the lower of cost and net realizable value. However, materials and other items held for use in production of inventories are not written down below cost if the finished goods in which they will be incorporated are expected to be sold at or above cost. The comparison of cost and net realizable value is made on an item-by item basis.

In determining the cost of raw materials, packing materials, stock-in-trade, stores, spares, components and consumables, weighted average cost method is used. Cost of inventory comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventory to their present locationand condition.

Cost of finished goods and work-in-progress includes the cost of raw materials, packing materials, an appropriate share of fixed and variable production overheads, excise duty as applicable and other costs incurred in bringing the inventories to their present location and condition. Fixed production overheads are allocated on the basis of normal capacity of production facilities.

2.16 Non-current assets held for sale and discontinued operation

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and contractual rights under insurance contracts, which are specifically exempt from this requirement.

An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current asset (or disposal group) is recognised at the date of de-recognition.

Non-current assets are not depreciated or amortised while they are classified as held for sale. Non-current assets classified as held for sale are presented separately from the other assets in the balance sheet.

A discontinued operation is a component of the Group that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the statement of profit and loss.

2.17 Foreign Currency Transactions

2.17.1Functional and Presentation Currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the Group operates ('the functional currency'). The financial statements are presented in Indian rupee (INR), which is the functional and presentation currency of the Group.

2.17.2Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the year-end exchange rates are generally recognised in profit or loss.

All foreign exchange gains and losses are presented in the statement of profit and loss on a net basis within other income or other expenses.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

2.18 Employee Benefits

Employees Benefits are provided in the books as per Ind AS -19 on "Employee Benefits" in the following manner:

2.18.1Post-Employment Benefit Plans

Defined Contribution Plan

Defined contribution plans are employee state insurance scheme and Government administered pension fund scheme for all applicable employees and superannuation scheme for eligible employees. The Groupdoes not carry any other obligation apart from the monthly contribution.

The Group recognizes contribution payable to a defined contribution plan as an expense in the Statement of Profit and Loss when the employees render services to the Group during the reporting period. If the contributions payable for services received from employees before the reporting date exceeds the contributions already paid, the deficit payable is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the reporting date, the excess is recognized as an asset to the extent that the prepayment will lead to, for example, a reduction in future payments or a cash refund.

Defined Benefit Plans

The Group provides for gratuity, a defined benefit plan covering eligible employees in accordance with the Payment of Gratuity Act, 1972, through an approved Gratuity Fund. The Gratuity Fund is separately administered through a Trust/Scheme. Contributions in respect of gratuity are made to the approved Gratuity Fund.

All expenses represented by current service cost, past service cost, if any, and net interest on the defined benefit liability / (asset) are recognized in the Statement of Profit and Loss. Remeasurements of the net defined benefit liability / (asset) comprising actuarial gains and losses and the return on the plan assets (excluding amounts included in net interest on the net defined benefit liability/asset), are recognized in Other Comprehensive Income. Such remeasurements are not reclassified to the Statement of Profit and Loss in the subsequent periods.

The Group presents the above liability/(asset) as current and non-current in the Balance Sheet as per actuarial valuation by the independent actuary; however, the entire liability towards gratuity is considered as current as the Group will contribute this amount to the gratuity fund within the next twelve months.

2.18.2Short Term Employee Benefits

The undiscounted amount of short term employee benefits expected to be paid in exchange for services rendered by employees is recognized during the period when the employee renders the services. Short term employee benefits includes salary and wages, bonus, incentive and ex-gratia and also includes accrued leave benefits, which are expected to be availed or en-cashed within 12 months from the end of the year.

2.19 Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

For arrangements entered into prior to 1 April 2016, the Group has determined whether the arrangement contain lease on the basis of facts and circumstances existing on the date of transition.

As a lessee

Finance Lease

Lease of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards incidental to ownership are classified as finance leases.

At the commencement of the lease term, the Group recognises finance leases as assets in its balance sheet

at amounts equal to the fair value of the leased property or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease.The corresponding rental obligations, net of finance charges, are included in borrowings or other financial liabilities as appropriate. The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the lease, if this is practicable to determine. If not, the Group's incremental borrowing rate is used. Any indirect costs of the Group are added to the amount recognised as an asset.

Minimum lease payments is apportioned between the finance charge and the reduction of the outstanding liability. The finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Operating lease

Leases in which a significant portion of the risks and rewards incidental to ownership is not transferred to the Group as lessee are classified as operating leases. Lease payments under an operating lease are recognised as an expenses on a straight-line basis over the lease term unless either:

  • another systematic basis is more representative of the time pattern of the user's benefit even if the payments to the lessors are not on that basis; or
  • the payments to the lessor are structured to increase in line with expected general inflation to compensate for the lessor's expected inflationary cost increases. If payments to the lessor vary because of factors other than general inflation, then this condition is not met.

As a lessor

Finance Lease

When substantially all of the risks and rewards of ownership transfer from the Group to the lessee then it is classified as finance lease. Amounts due from lessees under finance leases are recorded as receivables at the Group's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.

Operating Lease

Lease income from operating lease (excluding amount for services such as insurance and maintenance) is recognised in the statement of profit or loss on a straightline basis over the lease term, unless either:

  • another systematic basis is more representative of the time pattern of the user's benefit even if the payments to the Group are not on that basis; or
  • the payments to the Group are structured to increase in line with expected general inflation to compensate for the Group's expected inflationary cost increases. If payments to the Group vary

because of factors other than general inflation, then this condition is not met.

2.20 Taxation

Tax expenses is the aggregate amount included in the determination of profit or loss for the period in respect of current tax (i.e. amount of tax for the period determined in accordance with the Income Tax Law) and deferred tax (reflecting the tax effects of timing differences between accounting income and taxable income for the period). Income tax expenses are recognised in statement of profit or loss except tax expenses related to items recognised directly in reserves (including statement of other comprehensive income)which are recognised with the underlying items.

2.20.1Current Tax

The current tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period i.e. as per the provisions of the Income Tax Act, 1961, as amended from time to time. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction for relevant tax paying units and where the Groupis able to and intends to settle the asset and liability on a net basis.

2.20.2Deferred Taxes

Deferred tax is provided in full on temporary difference arising between the tax bases of the assets and liabilities and their carrying amounts in financial statements at the reporting date. Deferred taxes are recognised in respect of deductible temporary differences being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods., the carry forward of unused tax losses and the carry forward of unused tax credits.

Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available

to utilise those temporary differences and losses. In case of temporary differences that arise from initial recognition of assets or liabilities in a transaction (other than business combination) that affect neither the taxable profit nor the accounting profit, deferred tax assets are not recognised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Any tax credit available including Minimum Alternative Tax (MAT) under the provision of the Income Tax Act, 1961 is recognised as deferred tax to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilised. The said asset is created by way of credit to the statement of profit and loss and shown under the head deferred tax asset.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the Group has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

2.21 Earnings Per Share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to owners of the Parent Company by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Group's earnings per share is the net profit for the period after deducting preference dividends, if any, and any attributable distribution tax thereto for the period.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential equity shares and the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

2.22 Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provision for contractual obligation is disclosed based on management's assessment of the probable outcome with reference to the available information supplemented by experience of similar transactions. When the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

Provision in respect of loss contingencies relating to claims, litigation, assessment, fines, penalties etc. are recognised when it is probable that a liability has been incurred and the amount can be estimated reliably.

Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period and are not discounted to present value.The estimates of outcome and financial effect are determined by the judgment of the management, supplemented by experience of similar transactions and, in some cases, reports from independent experts.

The measurement of provision for restructuring includes only direct expenditures arising from the restructuring, which are both necessarily entailed by the restructuring and not associated with the ongoing activities of the Group.

Contingent liability is disclosed in the case of:

    1. A present obligation arising from the past events, when it is not probable that an outflow of resources will be required to settle the obligation;
    1. A present obligation arising from the past events, when no reliable estimate is possible;
    1. A possible obligation arising from the past events, unless the probability of outflow of resources is remote.

Contingent liabilities are not provided for and if material, are disclosed by way of notes to financial statements.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only

by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity.

Contingent assets are not recognised in financial statements since this may result in the recognition of income that may never be realised. However, Contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.

A contingent asset is disclosed by way of notes to financial statements, where an inflow of economic benefits is probable.

Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date.

2.23 Segment Reporting

The Group primarily operates in the segment of IndustrialMicronized Minerals and Speciality chemicals. The Managing Director of the Group allocate resources and assess the performance of the Group, thus they are the Chief Operating Decision Maker (CODM). The CODM monitors the operating results of the business as a one, hence no separate segment need to be disclosed.

2.24 Cash Equivalents

Cash and cash equivalents comprise cash and deposits with banks and corporations. The Group considers all highly liquid investments with original maturities of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions and other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

2.25 Statement of Cash Flows

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated.

2.26 Dividends

The Group recognises a liability for dividends to equity holders of the Group when the dividend is authorised and the dividend is no longer at the discretion of the Group. As per the corporate laws in India, a dividend is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

2.27 Insurance Claims

The Group accounts for insurance claims when there is

certainty that the claims are realizable and acknowledged by insurance Group and amount recognized in books of accounts is as under:

  • In case of loss of asset /goods by transferring, either the carrying cost of the relevant asset / goods or insurance value (subject to deductibles), whichever is lower under the head "Claims Recoverable-Insurance".
  • In case insurance claim is, less than carrying cost the difference is charged to Profit and Loss statement. As and when claims are finally received from insurer, the difference, if any, between Claims Recoverable-Insurance and claims received is adjusted to Profit and Loss statement.

2.28 Research and Development

Expenditure on research is recognized as an expense when it is incurred. Expenditure on development which does not meetthe criteria for recognition as an intangible asset is recognized as an expense when it is incurred.

Items of property, plant and equipment and acquired Intangible Assets utilized for Research and Development are capitalizedand depreciated in accordance with the policies stated for Property, Plant and Equipment and Intangible Assets.

2.29 Events occurring after the Reporting Date

Adjusting events (that provides evidence of condition that existed at the balance sheet date) occurring after the balance sheet date are recognized in the financial statements. Material non-adjusting events (that are inductive of conditions that arose subsequent to the balance sheet date) occurring after the balance sheet date that represents material change and commitment affecting the financial position are disclosed in the Directors' Report.

2.30 Exceptional Items

Certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of the Group is such that its disclosure improves the understanding of the performance of the Group, such income or expense is classified as an exceptional item and accordingly, disclosed in the notes accompanying to the financial statements.

2.31 Rounding off

All amounts disclosed in the financial statements and notes have been rounded off to the nearest Lakhs as per the requirements of Schedule III, unless otherwise stated.

Note 3 - Recent accounting pronouncements

Ministry of Corporate Affairs ("MCA") through Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new and amendments to Ind ASs which the Group has not applied as they are effective for annual periods beginning on or after April 1, 2018:

Ind AS 115 Revenue from Contracts with Customers

Ind AS 21 The effect of changes in Foreign Exchange rates

Ind AS 115- Revenue from Contract with Customers:

Ind AS 115 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Ind AS 115 will supersede the current revenue recognition standard Ind AS 18 Revenue, Ind AS 11 Construction Contracts when it becomes effective.

The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

  • Step 1: Identify the contract(s) with a customer
  • Step 2: Identify the performance obligation in contract
  • Step 3: Determine the transaction price
  • Step 4: Allocate the transaction price to the performance obligations in the contract
  • Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

Under Ind AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when 'control' of the goods or services underlying the particular performance obligation is transferred to the customer.

Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts with customers. The standard permits two possible methods of transition:

  • Retrospective approach Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8- Accounting Policies, Changes in Accounting Estimates and Errors
  • Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach)

The Group has completed its evaluation of the possible impact of Ind AS 115 and the effect on adoption of Ind AS 115 is expected to be insignificant.

Ind AS 21 – The effect of changes in Foreign Exchange rates

The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The appendix explains that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. Groupis evaluating the impact of this amendment on its financial statements.

Notes to Standalone financial statements for the year ended 31st March 2018
Property, Plant and Equipment (PPE) as at 31st March 2018
3.1
Property, Plant and Equipment (PPE) as at 31st March 2018
3.1
(` In Lakhs)
Particulars April 2017
As at 1st
during the
Addition
year
Adjustment
Disposal/
March 2018
As at 31st
April 2017
As at 1st
For the
year
Adjustment
Disposal/
March 2018
As at 31st
March 2018
As at 31st
March 2017
As at 31st
Freehold land 582.22 4.49 - 586.71 - - - - 586.71 582.22
Leasehold land 2,771.80 475.00 - 3,246.80 38.77 42.56 - 81.33 3,165.47 2,733.03
Free Hold Office Building 204.36 - - 204.36 49.46 4.07 - 53.52 150.83 154.90
Lease Hold Office Building 80.56 - - 80.56 47.00 7.52 - 54.52 26.04 33.56
Factory Building 4,018.90 487.60 - 4,506.50 890.11 127.81 - 1,017.92 3,488.58 3,128.79
Plant & Machinery 16,993.53 627.91 (26.78) 17,594.66 6,518.57 675.40 (20.48) 7,173.49 10,421.16 10,474.96
Furniture and office
Equipments 448.92 12.55 (0.58) 460.89 294.34 36.73 (0.55) 330.52 130.37 154.58
Computer Equipments 193.68 25.98 - 219.65 154.67 15.13 - 169.80 49.85 39.01
Vehicles 540.34 226.09 (99.87) 666.56 275.54 67.47 (67.64) 275.37 391.19 264.80
Total PPE 25,834.31 1,859.62 (127.24) 27,566.69 8,268.45 976.70 (88.67) 9,156.48 18,410.21 17,565.86

for the year ended March 31st, 2018

Property, Plant and Equipment (PPE) as at 31st March 2017

Particulars April 2017
As at 1st
during the
Addition
year
Adjustment
Disposal/
March 2018
As at 31st
April 2017
As at 1st
For the
year
Adjustment
Disposal/
March 2018
As at 31st
March 2018
As at 31st
March 2017
As at 31st
Freehold land 582.22 - - 582.22 - - - - 582.22 582.22
Leasehold land 2,750.60 21.20 - 2,771.80 - 38.77 - 38.77 2,733.03 2,750.60
Free Hold Office Building 194.09 10.27 - 204.36 45.28 4.18 - 49.46 154.90 148.81
Lease Hold Office Building 80.56 - - 80.56 39.48 7.52 - 47.00 33.56 41.08
Factory Building 3,804.09 214.81 - 4,018.90 772.18 117.93 - 890.11 3,128.79 3,031.91
Plant & Machinery 16,614.64 415.14 (36.25) 16,993.53 5,873.03 668.28 (22.74) 6,518.57 10,474.96 10,741.61
Furniture and office
Equipments 434.16 16.94 (2.18) 448.92 258.03 37.96 (1.65) 294.34 154.58 176.13
Computer Equipments 166.86 29.15 (2.33) 193.68 145.52 11.09 (1.94) 154.67 39.01 21.34
Vehicles 473.31 136.93 (69.90) 540.34 264.34 60.31 (49.11) 275.54 264.80 208.97
Total PPE 25,100.53 844.43 (110.66) 25,834.31 7,397.86 946.03 (75.44) 8,268.45 17,565.86 17,702.67

of the opinion that there are no impairment indicators that necessitate any adjustments to the carrying value of PPE.

Note 3.1.2 Security Pledge of Assets : Refer to Note 19 on borrowings for details in terms of pledge of assets as security.

Note 3.1.3 Refer to note 41 for disclosure of contractual commitments for the acquisition of property, plant and equipment.

Note 3.1.4 There is no restriction on the title of property, plant and equipments.

Capital work in progress
3.2
(` In Lakhs)
As at As at As at
Capital work in progress March 31, 2018
Amount
March 31, 2017 Amount April 2016
Amount
Capital Work-in-Progress 683.86 589.30 309.23
Interest during the construction period 90.56 90.56 90.56
Total 774.42 679.86 399.78
Note:- Security Pledge of Assets : Refer to Note 19 on borrowings for details of security pledge of assets.
Intangible assets as at 31st March 2018
4.1
(` In Lakhs)
Particulars April 2017
As at 1st
during the
Addition
year
Adjustment
Disposal/
March 2018
As at 31st
April 2017
As at 1st
For the
year
Adjustment
Disposal/
March 2018
As at 31st
March 2018
As at 31st
March 2017
As at 31st
Product Development 236.62 - - 236.62 218.00 18.62 - 236.62 (0.00) 18.62
Process Know how 200.68 - - 200.68 101.20 27.87 - 129.07 71.61 99.48
Softwares 192.46 - - 192.46 180.37 7.16 - 187.53 4.93 12.09
Mine Development 16.95 - - 16.95 12.73 3.38 - 16.11 0.85 4.23
Total Intangible Assets 646.71 - - 646.71 512.30 57.03 - 569.33 77.38 134.41
Intangible assets as at 31st March 2017 (` In Lakhs)
Particulars As at 1st Addition Disposal/ As at 31st As at 1st For the Disposal/ As at 31st As at 31st As at 31st
April 2016 during the
year
Adjustment March 2017 April 2016 year Adjustment March 2017 March 2017 March 2016
Product Development 236.62 - - 236.62 189.12 28.88 - 218.00 18.62 47.50
Process Know how 179.70 (20.98) 200.68 46.46 33.76 (20.98) 101.20 99.48 133.24
Softwares 192.46 - - 192.46 169.17 11.20 - 180.37 12.09 23.29
Mine Development 16.95 - - 16.95 9.33 3.39 - 12.73 4.23 7.62
Total Intangible Assets 625.73 - (20.98) 646.71 414.08 77.23 (20.98) 512.30 134.41 211.65
Software includes SAP ERP License and Development Fees and Other softwares. For SAP ERP License and Development Fees useful life is considered as
Product Development is acquired know how. The useful life of the product development is taken 5 years.
7 years and for other softwares the useful life is 5 years.
Note 4.1.2
Note 4.1.1
Impairment of Assets : There is no impairment of any assets in terms of Ind AS - 36 on "Impairment of Assets". Based on the review, the management is of
the opinion that there are no impairment indicators that necessitate any adjustments to the carrying value of intangible assets.
Note 4.1.3
There is no restriction on the title of intangible assets.
Intangible assets under development
Note 4.1.4
4.2
(` In Lakhs)
As at As at As at
Capital work in progress March 31, 2018
Amount
March 31, 2017 Amount April 2016
Amount
Product Development In Progress
21.80 21.80 21.80
Mining lease rights 9.05 5.24 5.24

Total 30.85 27.04 27.04

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

for the year ended March 31st, 2018 [Contd.]

148

(` In Lakhs)
Particulars As at
March 31, 2018
As at
March 31, 2017
As at
1st April, 2016
5 Non- current financial assets : Investments
Investment in Subsidiaries
Investments in equity shares accounted through
OCI (fully paid)
Unquoted Equity Shares
6,80,000 (31st March, 2017: 6,80,000, 1st April 2016:
6,80,000) Fully Paid Up Equity Shares of Eriez Industries
Private Limited (Foremerly Known as "Eriez Finance and
Investment Limited"), ` 10 each fully paid up.
332.86 182.24 203.86
Extent of Holding 13.58% 13.58% 13.58%
60,000 Shares of ` 10 Each of DMC Limited 6.00 - -
Investments in Government Securities
National Savings Certificate 1.12 1.12 1.12
Total 339.98 183.36 204.98
(a)
Aggregate amount of quoted investments and
market value thereof;
Nil Nil Nil
(b)
Aggregate amount of unquoted investments; and
339.98 183.36 204.98
(c)
Aggregate amount of impairment in value of investments
Nil Nil Nil
6 Non- current financial assets : Loans
Security Deposits
To Related Parties [Unsecured, considered good]
To Others [Unsecured, considered good] 289.97 252.57 243.99
289.97 252.57 243.99
Loan to Employees [Unsecured, considered good] - 11.44 13.96
Total 289.97 264.01 257.96
7 Non- current financial assets : Others
Deposits with maturity over 12 months
Deposits (Liquid Asset on Public Deposits) statutorily
required as per Companies Act 2013
178.00 192.50 37.50
Total 178.00 192.50 37.50
8 Other non- current assets
Capital advances [Unsecured, considered good] 897.86 1,368.98 810.18
Balance with Gratuity Fund 0.67 27.62 9.20
Mine Development Charges - 20.99 36.85
Balances with Government authorities paid under protest 2.10 2.10 -
Total 900.62 1,419.68 856.24
(` In Lakhs)
Particulars As at
March 31, 2018
As at
March 31, 2017
As at
1st April, 2016
9 Inventories*
Finished Goods 2,015.81 1,886.75 2,248.90
Goods in Transit (Raw Materials) 105.13 101.51 143.39
Stock in Trade 26.24 14.33 30.37
Raw Materials 4,389.75 4,053.62 4,056.74
Stores and Spares 686.28 700.00 541.63
Total 7,223.20 6,756.21 7,021.02
* For Valuation- Refer note 2 (Accounting Policy)
**Refer to Note 22 on borrowings for details in terms of
pledge of assets as security.
10 Current financial assets : Trade receivables
Unsecured, Considered Good 6,648.14 5,985.09 5,597.94
Unsecured, Considered Doubtful 231.76 258.25 168.39
6,879.89 6,243.34 5,766.33
Less: Impairment Allowance for Trade Receivables (231.76) (258.25) (168.39)
Total 6,648.14 5,985.09 5,597.94
*Refer to Note 22 on borrowings for details in terms of
pledge of assets as security.
11 Current financial assets : Cash and cash equivalents
(a)
Balance with banks
Balance in Current and Savings accounts 590.09 658.12 417.94
(b)
Cash on hand
15.35 15.78 10.56
Total 605.43 673.90 428.50
12 Current financial assets : Other bank balances
Earmarked balances In unclaimed dividend accounts
(Refer Note 12.1) 1.52 1.82 1.82
Margin Money deposits under lien against Bank Guarantee 98.53 215.16 253.16
Deposits with maturity over 3 months but less than
12 months
Deposits (Liquid Asset on Public Deposits) statutorily
required as per Companies Act 2013
171.78 136.33 266.60
Total 271.83 353.32 521.58
12.1 The balances in dividend accounts are not available for use by the Company and the money remaining unpaid will
be deposited in the Investor Protection and Education Fund after the expiry of 7 years from the date they became
due for payment. No amount is due at the end of the period for credit to Investor Protection and Education fund.
Current financial assets : Loans
(including security deposits)
Inter Corporate Deposits 125.91 133.82 128.10
Loans to employees 64.94 39.22 18.94
Security and other deposits [Unsecured, considered good] 65.96 65.30 39.48
Total 256.81 238.34 186.51

for the year ended March 31st, 2018 [Contd.]

(` In Lakhs)
Particulars As at
March 31, 2018
As at
March 31, 2017
As at
1st April, 2016
14 Current financial assets : Others
Insurance claim receivable 3.20 12.62 3.07
Total 3.20 12.62 3.07
15 Current Tax Assets (Net)
Current Income Tax Assets (As at 31st March, 2017 -
Net of Provision ` 401.54 Lakhs)
- 32.63 -
Total - 32.63 -
16 Current assets : Others
Advances for expenses[Unsecured, considered good]
To Related parties (0.00) - -
To Others 970.74 1,312.27 2,228.07
970.74 1,312.27 2,228.07
Prepaid Expenses 87.22 79.53 62.54
Balance with government authority 5.30 27.25 27.72
Provident Fund Paid Under Protest - - 2.98
Sales Tax Paid Under Protest 5.65 5.65 5.65
20 Microns Nano Group Gratuity Fund 0.20 0.20 0.20
Indirect Tax credit receivable 305.06 149.88 86.79
Advance Payment of Income Tax (Net of Provision :
31.03.2018 - 1674 Lakhs, 31.03.2017 - 1084.87 Lakhs,
01.04.2016 - ` 818.89 Lakhs) 161.19 185.64 175.05
Total 1,535.36 1,760.41 2,589.00

17 Share capital

Shares outstanding at the end of the

17.1 Authorised, issued, subscribed, fully paid up share capital

(` In Lakhs)
Particulars As at 31st March 2018 As at 31st March 2017 As at 1st April 2016
No. of shares Amount No. of shares Amount No. of shares Amount
Authorised
Equity Shares of ` 5 each 6,00,00,000 3,000 6,00,00,000 3,000 6,00,00,000 3,000
Issued, Subscribed and Paid up
Equity Shares of ` 5 each fully paid up 3,52,86,502 1,764 3,52,86,502 1,764 3,52,86,502 1,764
Total 3,52,86,502 1,764.33 3,52,86,502 1,764.33 3,52,86,502 1,764.33
17.2 Reconciliation of shares outstanding at the beginning and at the end of the reporting period
Particulars As at 31st March 2018 As at 31st March 2017 As at 1st April 2016
Equity Shares of 5 each Equity Shares of 5 each Equity Shares of ` 5 each
fully paid fully paid fully paid
No. of shares Amount No. of shares Amount No. of shares Amount
Shares outstanding at the beginning of the
period 3,52,86,502 1,764.33 3,52,86,502 1,764.33 3,52,86,502 1,764.33

period 3,52,86,502 1,764.33 3,52,86,502 1,764.33 3,52,86,502 1,764.33

for the year ended March 31st, 2018 [Contd.]

17.3 Terms/ rights attached to equity shares

  • i The Company has only one class of shares referred to as equity shares having a par value of ` 5 each.
  • ii Each holder of equity shares is entitled to one vote per share which can be exercised either personally or by an attorney or by proxy.
  • iii The dividend proposed if any by the Board of Directors is subject to approval of the shareholders in the ensuing general meeting except in the case of interim dividend.
  • iv In the event of liquidation of the parent Company, the holders of equity shares shall be entitled to receive assets of the Company, after distribution of all preferential amounts. The amount distributed will be in proportion to the number of equity shares held by the shareholders.

17.4 Shareholders holding more than 5 % of total share capital

Particulars As at 31st March 2018 As at 31st March 2017 As at 1st April 2016
No. of % of No. of % of No. of % of
Shares held Holding Shares held Holding Shares held Holding
Equity Shares of ` 5 each fully paid
Eriez Industries Private Limited
(Previously known as "Eriez Finance &
Investment Limited") 82,50,235 23.38% 82,50,235 23.38% 82,50,235 23.38%
Chandresh S Parikh 36,96,400 10.48% 36,30,400 10.29% 36,30,400 10.29%
Rameshbhai Baldevbhai Patel 17,59,743 4.99% 18,39,354 5.21% 19,53,100 5.53%
Pratik Minerals Private Limited 30,36,206 8.60% 30,36,206 8.60% 30,36,206 8.60%
Total 1,67,42,584 47.45% 1,67,56,195 47.49% 1,68,69,941 47.81%

17.5 The Company has not bought back any equity shares, has not allotted any shares as fully paid up pursuant to contracts without payment being received in cash and has not allotted bonus shares, for the period of five years immediately preceding March 31, 2018

(` In Lakhs)
Particulars As at
31st March, 2018
As at
31st March, 2017
18 (A) OTHER EQUITY
Reserves & Surplus
a. General Reserve
Opening Balance
120.54 120.54
b. Closing Balance
Securities Premium Account
120.54 120.54
Opening Balance
Add: received for shares issued during the Period
Less; Share issue expenditure
4,001.33
-
(21.20)
4,001.33
-
-
Closing Balance 3,980.13 4,001.33
c. Retained earnings
Opening balance 6,591.64 5,023.04
Add: Profit during the Period 1,883.51 1,583.94
Add: Due to change in minority interest 15.32 19.68
Add: Remeasurements of post-employment benefit obligation,
net of tax
(6.36) (35.02)
Total 8,484.11 6,591.64
Less : Appropriations
Dividend Declared 142.94 -
Corporate Tax on Dividend 29.24 -
Closing Balance 8,311.93 6,591.64

for the year ended March 31st, 2018 [Contd.]

d. Capital Reserve on Consolidation 48.88 48.88
Closing Balance 48.88 48.88
e Foreign Currency Translation Reserve
Opening balance (31.98) 16.02
Add: Change During the year 52.03 (48.00)
Balance at the end of the year 20.06 (31.98)
Total (A) 12,481.53 10,730.41
(B) Equity instrument through OCI
Opening Balance (16.63) -
Change in fair value of equity instrument 150.62 (21.62)
Income tax relating to above item (34.75) 4.99
Total (B) 99.23 (16.63)
Total other equity (A+B) 12,580.76 10,713.78

Nature and purpose of reserves :

i General reserve

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purpose. As the general reserve is created by transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit and loss.

ii Equity instrument through OCI

The Group has elected to recognize changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the Equity instrument through OCI reserve within equity.

19 Non-current financial liabilities : Borrowings

(` In Lakhs)
Secured As at 31st March 2018 As at 31st March 2017 As at 1st April 2016
Non-Current Current* Non-Current Current* Non-Current Current*
Term Loan from Banks 4,705.57 1,151.01 5,671.92 1,042.85 6,575.31 1,169.05
Total secured borrowing [A] 4,705.57 1,151.01 5,671.92 1,042.85 6,575.31 1,169.05
Unsecured
Deposits
From Public & Members 1,049.49 262.94 671.10 283.63 516.83 403.80
From Related Parties 56.30 31.50 57.15 5.00 36.50 5.25
Vehicle Loans 3.09 1.05 9.26 19.67 - -
Total unsecured borrowing [B] 1,108.88 295.49 737.52 308.30 553.33 409.05
TOTAL [A+B] 5,814.45 1,446.50 6,409.44 1,351.15 7,128.64 1,578.09

Maturity Profile of Borrowings [ as at March 31, 2018 ]

Secured Borrowings

The principal amount of the loans to each of the lenders shall be repayable in equated monthly installments ranging over a period from 36 months to 72 months. The repayment scheduled as per the sanction terms for sanction amounts of loans is as under:

Term Loans from banks
9.35% to 16%
1,431.60
1,516.10
957.37
720.99
4,626.06

for the year ended March 31st, 2018 [Contd.]

Unsecured Borrowings
Year-wise Public Deposits
Effective Interest Rate 10.25% - 13.62%
2019-20 463.17
2020-21 483.44
Total 946.61

Details of Securities

The term loans obtained as consortium loans are secured by way of

1 First pari-passu charge by way of mortgage / hypothecation over :

  • i. Plot No. 157 Mamura, Bhuj (admeasuring 3.20 acres )
  • ii. Negative lien on Plot No. 158,156,149 of Mamuara, Bhuj (admeasuring 74399 sq.mtrs.)
  • iii. Plot No. 172,174 & 175, Vadadala, Baroda (admeasuring 03.00.01 hectares)
  • iv. Plot No. F-75/76/82/85 & H-83/84, RIICO I.A., Swaroopganj, Rajasthan (admeasuring 9,457.50 sq.mtrs.)
  • v. 307/308, Arundeep Complex, Race Course, Baroda (admeasuring 1,405 super built up area)
  • vi. 134,135 1st Floor, Hindustan Kohinoor Ind. Complex, LBs Marg, Vikhroli (W), Mumbai (admeasuring 870 sq. ft.)
  • vii. Plot No. B-77 (Admeasuring 8825 sq. mts.) and B-78 (Admeasuring 8480 sq. mts), Matsya Industrial Area, Alwar, Rajasthan.
  • viii. Plot no. 253-254 (area 3000 sq.mtrs.) GIDC, Waghodia
  • ix. Plot no.23 & 24 (area 3.29 acre), SIPCOT Industrial Estate, Phase-II, Hosur, Krishnagiri, Tamil Nadu
  • x. Plot no.104/3 of land located at survey no 65, village Puthur, Tirunvelli, Tamil Nadu (admeasuring 20,261 sq.mtrs.)
  • xi. Plot No. F 140, Alwar, Rajasthan
  • xi Plant and machinery, both present and future, wherever situated at all factories and premises pertaining to above locations.

2 Second pari-passu charge by way of mortgage / hypothecation over :

Current assets, both present and future, wherever situated, but pertaining to the division/factory/premises at Vadadala, Waghodia and Bhuj (all in Gujarat), Alwar and Swaroopganj (both in Rajasthan), Hosur and Tirunvelli (both in Tamil Nadu) and Vikhroli (W), Mumbai.

  • 3 All the term loans are further collaterally secured by personal guarantee of Executive Chairman, CEO and Managing Director, of the companyand corporate guarantee by "Eriez Industries Private Limited" ( Previously known as Eriez Finance & Investment Limited ), a company where significant influence exists and pledge of entire shareholding of promoters of the Company i.e. of 85,00,547 shares including 15,50,235 unencumbered shares of Corporate Promoter being "Eriez Industries Private Limited ( Formerly known as "Eriez Finance and Investment Limited")
  • 4 Term loans of 214.07 Lakhs (31/03/2017: 124.51 Lakhs,01/04/2016 : ` 47.90 Lkahs ) obtained for acquisition of assets (vehicles) are secured only by the hypothecation of the respective assets financed.

Term Loans from Bank

Term Loan is secured by charge on the whole of plant & machinery of the borrower including of plant & machinery, tolls & accessories, furnitures, fittings, air-conditioners, vehicles & other movables both presents & future. The term loan is secured way of charge on all present and future fixed assets, lease hold plots Plot number 9, 10, 11 and 336 of Waghodia of the Company.

Term Loan is further secured by way of charge on all present and future current assets of the Company and Corporate Guarantee of 20 Microns Ltd.

Rate of interest is in the range of 12% to 14%.

Maturity Profile of Term Loans are as set out below:

Particulars Maturity Profile
1 year 2-5 years Total
Term Loans from Bank 42.24 76.71 118.95
Unsecured Deposits
Effective Interest Rate 10% to 14%

for the year ended March 31st, 2018 [Contd.]

Year (` In Lakhs)
2018-19 9.27
2019-20 and 2020-21 102.88

Term loans of ` 60,95,412/- (31/03/2017: Nil, 01/04/2016 : Nil) obtained for acquisition of assets (vehicles) are secured only by the hypothecation of the respective assets financed.

(` In Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 1st April, 2016
20 Other Non Current Financial Liabilities
Security Deposits 13.14 13.14 7.14
Total 13.14 13.14 7.14

21 Deferred tax Liabilities

(a) Deferred tax balances and movement for FY 2017-18

(` In Lakhs)
Particulars Net balance
April 1, 2017
Recognised in
profit or loss
Recognised
in OCI
Other As at
31st March
2018
Deferred tax Liabilities
Property,plantandequipmentandIntangibleAssets 2,939.44 55.10 - - 2,994.54
Investments 22.82 (0.58) 34.75 - 56.99
Loansandborrowings 51.42 (10.02) - - 41.41
Employeebenefits 9.56 (9.31) (0.06) - 0.19
Total 3,023.25 35.19 34.69 - 3,093.13
Deferred tax Assets
Employee benefits 0.25 16.14 3.28 - 19.67
Tax credit 785.57 - - (212.22) 573.36
Provisions 87.18 (8.91) - - 78.27
Disallowance u/s 43 B of Income Tax Act, 1961 16.90 (4.08) - - 12.82
Share issue expense - - - 6.07 6.07
Carried forward tax losses and unabsorbed depreciation 44.31 (44.31) - - -
Total 934.21 (41.16) 3.28 (206.15) 690.19
Net deferred tax Liabilities 2,089.04 76.35 31.41 206.15 2,402.94

(b) Deferred tax balances and movement for FY 2016-17

(` In Lakhs)
Particulars Net balance
April 1, 2016
Recognised in
profit or loss
Recognised
in OCI
Other As at
31st March
2017
Deferred tax Liabilities
Property, plant and equipment and Intangible Assets 2,885.38 54.07 - - 2,939.44
Investments 27.81 - (4.99) - 22.82
Loans and borrowings 61.19 (9.76) - - 51.42
Employee benefits 3.14 24.81 (18.39) - 9.56
Total 2,977.52 69.11 (23.38) - 3,023.25

for the year ended March 31st, 2018 [Contd.]

Net deferred tax Liabilities 1,863.81 236.50 (23.48) 12.20 2,089.04
Total 1,113.71 (167.39) 0.10 (12.20) 934.21
carried forward tax losses and unabsorbed depreciation 535.91 (491.60) - - 44.31
Disallowance u/s 43 B of Income Tax Act, 1961 90.78 (73.88) - - 16.90
Provisions 57.21 29.97 - - 87.18
Tax credit 429.70 368.08 - (12.20) 785.57
Employee benefits 0.11 0.04 0.10 - 0.25
Deferred tax asset
(` In Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 1st April, 2016
22 Current financial liabilities : Borrowings
Secured (Repayment on demand)
Loan from Banks (Cash credit): 4,885.47 6,237.61 6,671.22
(Effective Rate of Interest being 11.80% to 12.25% )
Unsecured
Deposits
From Public and Members 1,226.13 1,170.58 1,000.75
From Related Parties - 35.65 25.00
(Effective Rate of Interest being 10.25% - 13.62%)
Total 6,111.61 7,443.83 7,696.97

The group does not have any continuing defaults in repayment of loans and interest as at the reporting date.

Details of Securities

For 20 Microns Limited (Parent)

The working capital facilities are secured by way of:

First pari-passu charge by way of hypothecation of:

Current Assets, both present and future, wherever situated, but pertaining to the division/factory/premises at Vadadala, Waghodia and Bhuj (all in Gujarat), Alwar and Swaroopganj (both in Rajasthan), Hosur and Tirunvelli (both in Tamil Nadu) and Vikhroli (W), Mumbai.

Second pari-passu charge on factories and premises and plant and machineries, both present and future, wherever situated, but pertaining to the locations stated in note 19.

The working capital finance facilities are further collaterally secured by personal guarantee of Executive Chairman, CEO and Managing Director, Managing Director of the company and corporate guarantee by "Eriez Industries Private Limited", a company where significant influence exists and pledge of entire share holding of promoters of the company i.e. of 85,00,547 shares including 15,50,235 unencumbered shares of corporate promoter being "eriez Industries Private Limited" (Formerly known as "Eriez Finance and Investment Limited")

For 20 Microns Nano Minerals Limited (Subsidiary)

  • a. Working capital facility is secured by charge on the whole of plant & machinery of the borrower including of plant & machinery, tolls & accessories, furnitures, fittings, air-conditioners, vehicles & other movables both presents & future. The working capital is secured way of charge on all present and future fixed assets, lease hold plots Plot number 9, 10, 11 and 336 of Waghodia of the Company.
  • b. Working capital facility is further secured by way of charge on all present and future current assets of the Company and Corporate Guarantee of 20 Microns Ltd."

for the year ended March 31st, 2018 [Contd.]

(` In Lakhs)
Particulars As at
March 31, 2018
As at
March 31, 2017
As at
1st April, 2016
23 Current financial liabilities : Trade payables
Total outstanding dues of micro enterprises and small
enterprises - Trade payables (Refer Note 23.1)
55.28 42.77 58.86
Total outstanding dues of creditors other than micro
enterprises and small enterprises :-
Trade payables - Related Parties 169.72 - 394.66
Trade payables - Others 5,920.58 5,286.96 5,049.25
Total 6,145.59 5,329.73 5,502.76
23.1 The details of amount outstanding to Micro, Small and Medium Enterprises under the Micro, Small and Medium
Enterprises Development Act, 2006 (MSMED Act), based on the available information with the Company are as
under:
Principal Amount due and remaining unpaid 55.28 42.77 58.86
Interest due on (1) above and unpaid interest - - -
Interest paid on all delayed payments under
MSMED Act,2006
2.34 1.53 3.49
Payment made beyond the appointed day during
the year
- - -
Interest due and payable for the period of delay
other than (3) above
- - -
Interest accrued and remaining unpaid - - -
Amount of further interest remaining due and
payable in succeeding years
- - -
24 Current financial liabilities : Others
Current maturities of long term borrowings -
(Please refer Note 19):-
Term Loan
- From Banks (Secured) 1,151.01 1,042.85 1,169.05
- Deposits(Unsecured)
From Public and Members 258.43 280.63 400.80
From Related Parties 31.50 5.00 5.25
-Vehicle Loans (Unsecured) 1.05 19.67 -
1,441.99 1,348.15 1,575.09
Payable for Capital Goods and Services 0.35 28.42 12.46
Unclaimed dividend (Refer Note 24.1) 1.52 1.82 1.82
Unclaimed Matured public deposits and Interest 34.80 11.56 25.98
Dues to Bank in Current Account 86.05 23.10 4.62
Employee Benefits Payable 173.36 179.97 136.73
Other current financial liabilities 545.62 514.44 455.63
Total 2,283.68 2,107.46 2,212.34

24.1 The balance with the bank for unpaid dividend is not available for use by the group and the money remaining unpaid will be deposited in Investor Protection and Education Fund u/s 124(5) of Companies Act, 2013 after the expiry of seven years from the date of declaration of dividend. No amount is due at the end of the period for credit to Investors education and protection fund.

for the year ended March 31st, 2018 [Contd.]

(` In Lakhs)
Particulars As at
March 31, 2018
As at
March 31, 2017
As at
1st April, 2016
25 Current liabilities : Others
Advance from Customers 100.17 104.48 51.74
Advance from Related Parties 19.82 - -
Statutory Dues Payable 20.76 2.57 19.31
Other Current Liabilities 97.81 84.14 235.97
Total 238.56 191.19 307.03
26 Current provisions
(a)
Provision for employee benefits (Refer note —)
Provision for gratuity 56.59 0.67 -
Provision for leave encashment 5.55 3.15 4.86
(b)
Excise Duty Provision on Finished Goods
- 70.73 82.95
(c)
Provisions for expenses
0.39 - -
Total (a+b) 62.53 74.55 87.81
27 Details of Income tax assets and income tax liabilities
Advance Payment of Income Tax (Net of provision :
31.03.2018 - 1760.90 Lakhs, 31.03.2017 - 1119.35 Lakhs,
31.03.2016 - 823.06 lakhs)
161.19 185.64 176.49
Current Income Tax Assets (Net of Provision ` 401.54 Lakhs) - 32.63 -
Current income tax liabilities (Net of advance tax : 31.03.2018
- 534.55 Lakhs, 31.03.2017 - 40.68 Lakhs, 31.03.2016 -
155.23 Lakhs) 67.24 36.58 147.23
Net Asset (Asset - Liability) 93.95 181.70 29.25

Movement in current income tax asset/(liability) (` In Lakhs) For the Year For the Year ended 31st ended 31st Particulars March 2018 March 2017 Net current income tax asset/(liability) at the beginning 181.70 29.25 Income tax paid for the year 559.89 616.60 Provision for Income tax for the year (Refer Note 38) (834.64) (481.35) Prior year tax /refund adjusted with tax / other items (33.57) 12.89 Adjustment/Reclassification to MAT 220.57 4.31 Net current income tax asset/(liability) at the end 93.95 181.70

(` In Lakhs)
Particulars For the Year
ended 31st
March 2018
For the Year
ended 31st
March 2017
28 Revenue from Operations
Sale of products (Including Excise Duty) 43,120.96 40,942.85
Other operating revenues 18.47 23.18
Total 43,139.43 40,966.03
28.1 Details of other operating revenues of the group are as under:
Export Incentives 15.21 20.67
Royalty Received 71.81 (0.00)
Scrap Sales 3.26 2.51
Total 90.28 23.18
29 Other Income
Interest Income 69.42 77.04
Rent 4.23 3.35
Net Gain on Disposal of Tangible Asset 0.00 0.41
Net Gain on Foreign Currency Transactions 13.78 10.54
Provisions no longer required written back 64.45 23.27
Liability no longer required written back 61.86 17.07
Other Non-Operating Income 39.14 51.03
Total 252.88 182.72
*Includes interest income on deposits, staff advances, employee loans and delayed payments from customers.
Cost of Materials Consumed
Opening Stock of Material 4,053.62 4,056.74
Goods in transit 105.43 143.39
Add : Purchases 19,948.73 17,771.21
24,107.78 21,971.34
Less : Goods in transit 105.13 101.51
Less : Closing Stock of Materials 4,330.94 4,053.62
Total 19,671.72 17,816.21
Purchases of Stock in trade
Purchase of Minerals 388.22 299.19
Total 388.22 299.19
Changes in inventories of Finished Goods
Changes in inventories of finished goods, stock in trade and work
in progress
Inventory at the beginning of the year 1,901.08 2,279.26
Less: Inventory at the end of the year 2,042.05 1,901.08
Total (140.97) 378.19
(` In Lakhs)
Particulars For the Year
ended 31st
March 2018
For the Year
ended 31st
March 2017
33 Employee benefit expense
Salary, Wages Bonus & Allowances 3,518.71 3,121.01
Contribution to Provident and Other Funds 210.27 179.57
Managerial Remuneration 181.77 150.61
Staff Welfare Expenses 141.15 137.75
Total 4,051.89 3,588.94
34 Finance Costs
Interest on Term Loans 805.75 912.50
Intereston Working Capital Loans 1,022.10 1,104.64
Other Interests 291.48 253.42
Other Borrowing Costs 117.62 118.90
Total 2,236.95 2,389.45
35 Depreciation and amortisation expense
Depreciation of property, plant and equipment (refer note 3.1) 976.70 946.03
Amortisation of intangible assets (refer note 5.1) 57.03 77.23
Total 1,033.73 1,023.27
36 Other Expenses
36.1 Manufacturing Expenses
Consumption of Stores and Spare Parts 571.45 431.07
Power and Fuel 4,078.19 3,927.01
Rent 94.35 76.94
Repairs :
Buildings 15.74 18.41
Plant and Machinery 367.11 247.64
Excise Duty
Other Manufacturing & Factory Expenses
429.95
356.93
1,557.17
317.68
Sub Total (A) 5,913.72 6,575.93
36.2 Administrative & Other Expenses
Rent 36.94 24.83
Rates & Taxes 81.29 159.03
Insurance 79.79 76.36
Post, Telephone & Courier
Printing and Stationary expenses
105.34
32.60
113.78
35.11
Legal, Licenses and Renewal expenses 34.55 14.47
Software and Computer Maintenance 24.54 36.58
Travelling & Conveyance 158.77 149.05
Vehicle Running & Maintenance 79.64 73.23

for the year ended March 31st, 2018 [Contd.]

  • 37.1 Parent Company has entered into a settlement agreement with one of the supplier in respect of winding up petition filled by the supplier pending before hon'ble High Court of Gujarat. As per the agreement company has agreed to make payment of ` 65.59 Lakhs in excess of liability in Books of Accounts to the supplier towards settlement as against which supplier accepts to irrevocably release and waive the all claims and entitlements. (Refer Note 41.2(a))
  • 37.2 The monetary ceiling under the payment of Gratuity Act, 1972 was enhanced from 10,00,000 to 20,00,000 with effect from March 29, 2018. The enhanced gratuity liability of ` 85.26 Lakhs due to change in monetary ceiling of gratuity as per the law has been shown as exceptional item.
(` In Lakhs)
For the Year For the Year
ended 31st ended 31st
Particulars March 2018 March 2017
38 Tax expense
(a) Amounts recognised in profit and loss
Current Tax
(a) Current income tax 844.33 481.35
(b) Short/(Excess) provision of income tax in respect of previous years (9.68) -
Sub Total (a) 834.65 481.35
Deferred tax
(a) Deferred tax expense / (Income)- net
Origination and reversal of temporary differences 76.43 638.06
76.43 638.06
(b) Recognition of tax credit - (401.55)
Sub Total (b) 76.43 236.52
Tax expense for the year (a+b) 911.08 717.87
(b) Reconciliation of effective tax rate
Profit before tax 2,803.87 2,310.12
Tax using the Company's domestic Applicable Tax Rate of Respective
Companies (Current year 34.61% and Previous Year 34.61%)
960.66 766.67
Tax effect of:
Expenses Disallowed 413.26 390.84
Expenses Allowed (529.59) (511.44)
Brought Forward Depreciation Set off - (566.27)
Short/(Excess) provision of income tax in respect of previous years (9.68) -
Tax as per Minimum Alternate Tax - 401.55
Current Tax Provision (A) 834.65 481.35
Increase/ (Decrease) in Deferred Tax Liability 35.27 69.13
Decrease/(Increase) In Deferred Tax Assets 41.16 167.39
Deferred Tax Provision (B) 76.43 236.52
Total 911.08 717.87

The Current Tax Rate for the reconciliation has been considered as per the prevailing tax rate and deferred tax is recognized considering the tax rate applicable to the Group in subsequent years.

for the year ended March 31st, 2018 [Contd.]

(` In Lakhs)
Particulars For the Year
ended 31st
March 2018
For the Year
ended 31st
March 2017
39 Statement of other comprehensive income
(i)
Items that will not be reclassified to profit or loss
Equity Instruments through Other Comprehensive Income
Fair value of unquoted investments - Gain /(loss) 150.62 (21.62)
Tax impact on unquoted investments (34.75) 4.99
Remeasurement gains (losses) on defined benefit plans
Actuarial gains and losses - Gain /(loss) (9.70) (53.51)
Tax impact on Actuarial gains and losses 3.34 18.49
Total (i) 109.51 (51.65)
(ii) Items that will be reclassified to profit or loss - -
Income tax relating to items that will be reclassified to profit or loss
- Gain/(loss)
- -
Total (ii) - -
Total (i+ii) 109.51 (51.65)

40 Earning per Share -(EPS)

Earnings per equity share of FV of ` 5 each

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

Profit for the year (Profit attributable to equity shareholders) (` In Lakhs) 1,883.51 1,583.94
Weighted average number of ordinary equity shares for Basic EPS (in Nos.) 3,52,86,502 3,52,86,502
Weighted average number of ordinary equity shares for Diluted EPS (in Nos.) 3,52,86,502 3,52,86,502
Face Value of equity share ( ` ) 5.00 5.00
Basic EPS ( ` ) 5.34 4.49
Diluted EPS ( ` ) 5.34 4.49

41 CONTINGENT LIABILITIES & CONTINGENT ASSETS AND CAPITAL COMMITMENTS

A) CONTINGENT LIABILITIES

(` In Lakhs)
Contingent liabilities As at As at As at
(to the extent not provided for) March 31, 2018 March 31, 2017 1st April, 2016
(a) Statutory claims (Refer Note 41.1) 200.81 251.50 84.28
(b) Claims against the company not acknowledged
as debt (Refer Note 41.2) 419.13 641.87 -
Total 619.94 893.37 84.28

for the year ended March 31st, 2018 [Contd.]

(` In Lakhs)
Particulars As at
March 31, 2018
As at
March 31, 2017
As at
1st April, 2016
41.1 Statutory claims
Demand of Sales Tax, Value Added Tax and Central
Sales Tax [Net of An amount of 4.50 Lakhs<br>deposited under protest (P.Y. 4.5 Lakhs deposited
under protest)]
24.75 124.05 35.51
Demand of Income Tax (Net of Refund adjusted
and paid under protest)
70.96 33.45 45.78
Labour disputed cases 65.39 74.62 2.98
Other disputed cases 39.70 19.38 Nil

In respect of assessment pending at various forums for various Assessment Years, the amount of contingent liability in respect of VAT is not quantifiable.

41.2 Claims against the company not acknowledged as debt

  • a In the previous year, the Parent Company had received Notice from the Hon'ble High Court of Gujarat intimating that one of the supplier had filed a winding-up petition against the Company for non-payment of outstanding dues of the supplier of 541.98 Lakhs. The company had filed a response with the Hon'ble High Court of Gujarat stating that the outstanding dues were not paid due to unresolved issues with the supplier for shortfall in material dispatch, default in payment of cost & freight to shipper, detention charges, default towards issuance of telex/bill of lading, etc., and the matter is sub judicial. The company had provided for the said liability to the extent of 319.24 Lakhs in the books of account in prior years and the difference of amount claimed by supplier and provision made by the company has been reflected in contingent liability for the FY 2016-17. However, the Company has entered into a settlement agreement with the supplier in the month of April 2018, according to which the company is required to make additional payment of ` 65.59 Lakhs which has been provided in the books of accounts in the financial year 2017-18 as litigation settlement expenses (Refer note 37.1). Therefore there is no contingent liability as at March 31, 2018 in respect of the said matter.
  • b The Parent Company had received an Order dated 06th August, 2016, from Geology and Mining Department, Bhuj, Kutch for excavating the mine beyond the approved lease area, situated at Survey No. 483, Mamuara, Bhuj, Kutch whereby a penalty of ` 419.13 lakhs is levied on the Company. Company had filed an appeal against the order of the Geology and Mining Department with the appellate authority as per the rules of Gujarat Mineral (Prevention of Illegal Mining, Transportation and Storage) Rules, 2005. The appellate authority, vide its order dated 17th September, 2016 has given Interim Stay against the aforesaid order issued by Geology and Mining Department, Bhuj, Kutch and further ordered to resume mining activity. The matter is pending for hearing before appellate authority.
  • c In terms of loan arrangement with the lenders, the lenders have right to recompense the reliefs/sacrifice/waiver/ concession extended to the company over the tenor of restructuring done in earlier years. The liability with respect to the same cannot be ascertained.

B) CONTINGENT ASSETS

The Group is having certain claims which are pursuing through legal processes. The Management believe that probable outcome in all such claims are uncertain. Hence, the disclosure of such claims is not required in the financial statements.

C) CAPITAL COMMITMENTS

Estimated amount of contracts remaining to be executed on capital account, not provided for amounting to 476.15 Lakhs (Net of Advance 879.00 Lakhs [31.03.2017 6.96 lakhs (Net of Advances of 1360.94 lakhs) [01.04.2016 125.86 lakhs (Net of Advances of 792.46 lakhs)]

for the year ended March 31st, 2018 [Contd.]

42 Financial instruments – Fair values and risk management

A. Accounting classification and fair values

Carrying amount Fair value
March 31, 2018 FVTPL FVTOCI Amortised
Cost
Total Level 1 -
Quoted price
in active
markets
Level 2 -
Significant
observable
inputs
Level 3 -
Significant
unobservable
inputs
Total
Financial assets
Investments
Financial assets
- 338.86 - 338.86 - - 338.86 338.86
measured at
amortized cost
Loans (Non-current)
Other financial assets
-
-
-
-
289.97 289.97 - 289.97 - 289.97
(Non-Current)
Loans (Current)
Other financial assets
-
-
-
-
178.00
256.81
178.00
256.81
-
-
178.00
-
-
-
178.00
-
(Current) -
Trade receivables
Cash and cash
-
-
3.20
-
3.20
6,648.14
-
6,648.14
-
-
-
-
-
-
-
equivalents
Other bank balances
-
-
-
-
605.43
271.83
605.43
271.83
-
-
-
-
-
-
-
-
- 338.86 8,253.38 8,592.24 - 467.97 338.86 806.83
Financial liabilities
measured at
amortized cost
Non current
borrowings
Other Non Current
- - 5,814.45 5,814.45 - 5,814.45 - 5,814.45
financial liabilities
Current borrowings
Trade payables
-
-
-
-
13.14
6,111.61
13.14
6,111.61
-
-
13.14
-
-
-
13.14
-
(Current) -
Other Current
- - 6,145.59 6,145.59 - - - -
financial liabilities
Total
-
-
-
-
2,283.68
20,368.47
2,283.68
20,368.47
-
-
-
5,827.60
-
-
-
5,827.60
Carrying amount Fair value
March 31, 2017 FVTPL FVTOCI Amortised
Cost
Total Level 1 -
Quoted price
in active
markets
Level 2 -
Significant
observable
inputs
Level 3 -
Significant
unobservable
inputs
Total
Financial assets
Investments
Financial assets
measured at
- 182.24 - 182.24 - - 182.24 182.24
amortized cost
Loans (Non-current)
Other financial assets
-
-
- 264.01 264.01 - 264.01 - 264.01
(Non-Current)
Loans (Current)
Other financial assets
-
-
-
-
192.50
238.34
192.50
238.34
-
-
192.50
-
-
-
192.50
-
(Current) -
Trade receivables
Cash and cash
-
-
-
-
12.62
5,985.09
12.62
5,985.09
-
-
-
-
-
-
-
-
equivalents
Other bank balances
-
-
-
-
673.90
353.32
673.90
353.32
-
-
-
-
-
-
-
-
- 182.24 7,719.78 7,902.02 - 456.52 182.24 638.76

for the year ended March 31st, 2018 [Contd.]

Financial liabilities
measured at
amortized cost
Non current
borrowings - - 6,409.44 6,409.44 - 6,409.44 - 6,409.44
Other Non Current
financial liabilities - - 13.14 13.14 - 13.14 - 13.14
Current borrowings - - 7,443.83 7,443.83 - - - -
Trade payables - - 5,329.73 5,329.73 - - - -
Other financial
liabilities
-
- - 2,107.46 2,107.46 - - - -
Total - - 21,303.60 21,303.60 - 6,422.58 - 6,422.58
Carrying amount Fair value
April 1, 2016 FVTPL FVTOCI Amortised
Cost
Total Level 1 -
Quoted price
in active
markets
Level 2 -
Significant
observable
inputs
Level 3 -
Significant
unobservable
inputs
Total
Financial assets
Investments
Financial assets
measured at
- 203.86 - 203.86 - - 203.86 203.86
amortized cost
Loans (Non-current)
Other financial assets
-
-
- 257.96 257.96 - 257.96 - 257.96
(Non-Current) - - 37.50 37.50 - 37.50 - 37.50
Loans (Current) - - 186.51 186.51 - - - -
Other financial assets
(Current) - - - 3.07 3.07 - - - -
Trade receivables - - 5,597.94 5,597.94 - - - -
Cash and cash
equivalents - - 428.50 428.50 - - - -
Other bank balances - - 521.58 521.58 - - - -
- 203.86 7,033.06 7,236.93 - 295.46 203.86 499.32
Financial liabilities
Non current
borrowings - - 7,128.64 7,128.64 - 7,128.64 - 7,128.64
Other Non Current
financial liabilities - - 7.14 7.14 - 7.14 - 7.14
Current borrowings - - 7,696.97 7,696.97 - - - -
Trade payables - - 5,502.76 5,502.76 - - - -
Other financial
liabilities - - 2,212.34 2,212.34 - - - -
Total - - 22,547.86 22,547.86 - 7,135.78 - 7,135.78

Fair value of financial assets and liabilities which are measured at amortized cost is not materially different from the carrying value (i.e...amortized cost).

Level 1 : Level 1 hierarchy includes financial instruments measured using quoted prices.

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

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

for the year ended March 31st, 2018 [Contd.]

B. Measurement of fair values

i) Valuation techniques and significant unobservable inputs

The fair value of investment in equity shares of other entity is determined based on market value of the shares. The approach taken for valuation is Book value of the equity instruments which is further adjusted for market value of the investments made by the investee company.

Financial instruments measured at fair value - FVTOCI in unquoted equity shares

ii) Transfers between Levels 1 and 2

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

iii) Level 3 fair values

Movements in the values of unquoted equity instruments for the period ended 31st March 2018, 31 March 17 and 1 April 16 is as below:

(` In Lakhs)
Particulars Amount
As at 1 April 2016 203.86
Acquisitions/ (disposals) -
Gains/ (losses) recognised in other comprehensive income (21.62)
Gains/ (losses) recognised in statement of profit or loss -
Closing Balance (31 March 2017) 182.24
Acquisitions/ (disposals) 6.00
Gains/ (losses) recognised in other comprehensive income 150.62
Gains/ (losses) recognised in statement of profit or loss -
Closing Balance (31 March 2018) 338.86

Transfer out of Level 3

There were no movement in level 3 in either directions during the year ended 31st March 2018 and the year ended 31st March 2017.

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

Sensitivity analysis

Based on the valuation report for investments in unquoted shares, the sensitivity as as 31st March 2018 is provided below.

(` In Lakhs)
Significant observable inputs 31-03-2018
OCI
Decrease/Increase
Equity securities in unquoted investments measured through OCI
If increase in market value of investments made, by Eriez Finance and Investment Limited by 5% 27.34
If decrease in market value of investments made, by Eriez Finance and Investment Limited by 5% (27.34)

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

  • Credit risk;
  • Liquidity risk; and
  • Market risk

i. Risk management framework

The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company has a well-define Risk Management framework for reviewing the major risks and taking care of all the financial risks. The risk management framework aims to :

a. create a stable business planning environment by reducing the impact of currency and interest rate fluctuation on company's business plan.

for the year ended March 31st, 2018 [Contd.]

b. achieve greater predictability to earnings by determining the financial value of the expected earning in advance. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the group's activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. The audit committee oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee. The Board of Directors reviews and agrees policies for managing each of these risks.

ii. Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers and investments in debt securities and loans given.

The carrying amount of following financial assets represents the maximum credit exposure:

(a) Cash and Cash equivalent and Other Bank Balances

The Group maintains its Cash and cash equivalents and Bank deposits with banks having good reputation, good past track record and high quality credit rating and also reviews their credit-worthiness on an on-going basis.

(b) Trade and other receivables

The Group's exposure to credit Risk is the exposure that Group has on account of goods sold or services rendered to a contractual counterparty or counterparties, whether with collateral or otherwise for which the contracted consideration is yet to be received. The Group's major customer base is paints, plastic, rubber and other misc. industries.

The Commercial and Marketing department has established a credit policy.

The Group raises the invoice based on the quantities sold. The Group provides for allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables.

For trade receivables, as a practical expedient, the Group computes credit loss allowance based on a provision matrix. The provision matrix is prepared based on historically observed default rates over the expected life of trade receivables and is adjusted for forward-looking estimates.

Assets are written off when there are no reasonable expectation of recovery such as debtor declaring bankruptcy or failing to engage in a repayment plan with group. Where receivables have been written off the Group continues to engage in enforcement activity to attempt to recover the receivables. where recoveries are made, these are recognized in profit and loss.

The maximum exposure to the credit risk at the reporting date from Trade Receivable is as amounts mentioned in Note No. 10

Movement in Allowance for bad and doubtful Trade receivable

(` In Lakhs)
Particulars 31-Mar-18 31-Mar-17
Opening Allowance for bad and doubtful Trade receivable (258.25) (168.39)
Provision during the year 27.40 (84.11)
Recovery/Adjustment during the year - -
Write off during the year (0.90) (5.76)
Closing Allowance for bad and doubtful Trade receivable (231.76) (258.25)

The impairment provisions above are based on management judgment / assumptions about risk of default and expected loss rates. The Group uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on the group's past history as well as forward looking estimates at the end of each reporting period.

(c) Loans and deposits

Group has given loans to employees and security deposits. The maximum exposure to the credit risk at the reporting date from Loans given amounts to 289.97 Lakhs on March 31, 2018, 264.01 Lakhs on March 31, 2017 and ` 257.96 Lakhs on April 01, 2016.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT for the year ended March 31st, 2018 [Contd.]

iii. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The group's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

The Company maintains the following lines of credit outstanding:

  • (a) Term loans from banks and financial institution of ` 5856.58 Lakhs (at amortized cost) that is secured as mentioned in Note 19. Interest would be payable at the rate of varying from 9.35% to 16%.
  • (b) The Group has also accepted deposit from share holders and directors amounting to ` 2626.36 Lakhs (at amortized cost) of unsecured nature. Interest would be payable at the rate of varying from 10.25% - 13.62%.
  • (c) For maintaining working capital liquidity Group avails cash credit limit from bank. The amount availed as at 31/03/2018 is ` 4885.47 Lakhs (at amortized cost). The said loan is having rate of interest of 12.25%.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and exclude the impact of netting agreements.

(` In Lakhs)
Contractual cash flows
March 31, 2018 Carrying
amount
Less than
12 months
1-5 years More than
5 years
Total
Non-derivative financial liabilities
Non current borrowings 5,814.45 - 5,814.45 - 5,814.45
Non current financial liabilities 13.14 - 13.14 - 13.14
Current Borrowings 6,111.61 6,111.61 - - 6,111.61
Current Trade payables 6,145.59 6,145.59 - - 6,145.59
Current Other financial liabilities 2,283.68 2,283.68 - - 2,283.68
20,368.47 14,540.87 5,827.60 - 20,368.47
(` In Lakhs)
Contractual cash flows
March 31, 2017 Carrying
amount
Less than
12 months
1-5 years More than
5 years
Total
Non-derivative financial liabilities
Non current borrowings 6,409.44 - 6,409.44 - 6,409.44
Non current financial liabilities 13.14 - 13.14 - 13.14
Current Borrowings 7,443.83 7,443.83 - - 7,443.83
Current Trade payables 5,329.73 5,329.73 - - 5,329.73
Current Other financial liabilities 2,107.46 2,107.46 - - 2,107.46
21,303.60 14,881.02 6,422.58 - 21,303.60
(` In Lakhs)
Contractual cash flows
April 01, 2016 Carrying
amount
Less than
12 months
1-5 years More than
5 years
Total
Non-derivative financial liabilities
Non current borrowings 7,128.64 - 7,128.64 - 7,128.64
Non current financial liabilities 7.14 - 7.14 - 7.14
Current Borrowings 7,696.97 7,696.97 - - 7,696.97
Current Trade payables 5,502.76 5,502.76 - - 5,502.76
Current Other financial liabilities 2,212.34 2,212.34 - - 2,212.34
22,547.86 15,412.07 7,135.78 - 22,547.86

for the year ended March 31st, 2018 [Contd.]

The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to non-derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity.

iv. Market risk

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

a) Currency risk

The functional currency of the Group is Indian Rupee. The Group have transaction of import of materials, other foreign expenditures and export of goods. hence the Group is exposed to currency risk on account of payables and receivables in foreign currency. Group have outstanding balances in Euro, USD and GBP.

(` In Lakhs)
As at As at As at
Details of foreign currency balances March 31, 2018 March 31, 2017 1st April, 2016
Trade and Other Payables
USD 832.65 750.52 454.05
Trade Receivables and advances
Euro 35.87 44.09 40.80
USD 1,113.85 1,017.61 927.30
GBP 5.45 4.17 4.28

Sensitivity analysis

Profit or loss is sensitive to higher/lower Exchange rate of currency. A possible 5% change in exchange rate would affect profit/loss at the reporting date by amount shown below:

As at 31st March 2018

(` In Lakhs)
Details of foreign currency balances Profit or (Loss) Equity (net of tax)
5% increase 5 % Decrease 5% increase 5 % Decrease
Trade and Other Payables (41.63) 41.63 (41.63) 41.63
Trade Receivables and advances 57.76 (57.76) 57.76 (57.76)
As at 31st March 2017
(` In Lakhs)
Details of foreign currency balances Profit or (Loss)
Equity (net of tax)
5% increase 5 % Decrease 5% increase 5 % Decrease
Trade and Other Payables (37.53) 37.53 (37.53) 37.53
Trade Receivables and advances 53.29 (53.29) 53.29 (53.29)

b) Interest rate risk

Interest rate risks is measured by using the cash flow sensitivity for changes in variable interest rates. Any movement in the reference rates could have an impact on the group's cash flows as well as costs. The Group's interest rate exposure is mainly related to debt obligation. On period under review the Group do not have any term loans at fixed rate and has not entered into interest rate swaps for its exposure to long term borrowings at floating rate. The Group have accepted deposits from share holders which are fixed rate instruments.

(` In Lakhs)
Interest bearing instruments As at
31st March 2018
As at
31st March 2017
Non current - Borrowings 5,814.45 6,409.44
Current portion of Long term borrowings 1,446.50 1,351.15
Total 7,260.95 7,760.59

for the year ended March 31st, 2018 [Contd.]

Sensitivity analysis

Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of change in interest rates Based on the composition of debt a reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) Equity and Profit or Loss by the amount shown below:

Details of foreign currency balances Profit or (Loss) Equity (net of tax)
100 bp
Increase
100 bp
Increase
100 bp
Increase
100 bp
Increase
31st March 2018
Non current - Borrowings (58.14) 58.14 (58.14) 58.14
Current portion of Long term borrowings (14.46) 14.46 (14.46) 14.46
Total (72.61) 72.61 (72.61) 72.61
31st March 2017
Non current - Borrowings (64.09) 64.09 (64.09) 64.09
Current portion of Long term borrowings (13.51) 13.51 (13.51) 13.51
Total (77.61) 77.61 (77.61) 77.61

c) Commodity Price Risk

Commodity price risk arises due to fluctuation in prices of raw Material and other consumables. The group has risk management framework aimed at prudently managing the risk arising from the volatility in commodity prices and freight costs.

The group commodity risk is managed centrally through well established trading operations and control processes.

d) Equity Price Risk

The group do not have any investment in quoted equity shares hence not expose to equity price risk.

43 Capital Management

The Group's objectives when managing capital are to

  • Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
  • Maintain an optimal capital structure to reduce the cost of capital.

The Group determines the amount of capital required on the basis of the annual business plan coupled with long term and short term strategic investments and expansion plans. The funding needs are met through equity, cash generated from operations, long terms and short term bank borrowings and deposits.

The Group monitors capital using a ratio of 'adjusted net debt' to 'adjusted equity'. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings, less cash and cash equivalents. Adjusted equity comprises all components of equity.

The group's adjusted net debt to equity ratio is as follows.

(` In Lakhs)
Particulars As at
March 31, 2018
As at
March 31, 2017
As at
1st April, 2016
Interest bearing borrowings 13,372.56 15,204.42 16,403.70
Less : Current Investment - - -
Less : Cash and bank balances (1,055.27) (1,219.72) (987.58)
Adjusted net debt 12,317.29 13,984.71 15,416.12
Borrowings 13,372.56 15,204.42 16,403.70
Total equity 14,345.09 12,478.10 10,974.14
Adjusted net debt to adjusted equity ratio 0.86 1.12 1.40
Debt equity ratio 0.93 1.22 1.49

for the year ended March 31st, 2018 [Contd.]

44 Disclosure Of Employee Benefits

44.1 In the case of Company

The Company has implemented Ind AS - 19 on "Employee Benefits".

(a) Provident Fund - Defined Contribution Plan

All employees are entitled to provident fund benefits and amount charged to Statement of Profit and Loss during the period of 12 months ended is 1,61,27,229. (Previous year 32,30,594)

(b) Gratuity and Leave Encashment - Defined Benefit Plans (payable in future)

Provision has been made for gratuity and leave encashment as per actuarial valuation. The principal assumptions used in actuarial valuation and necessary disclosures are as below:

(` In Lakhs)
Assumptions Gratuity
March 31, 2018
Gratuity
March 31, 2017
Gratuity
1st April, 2016
A. Discount rate 7.60% 7.10% 7.85%
Rate of return on plan assets
Salary Growth rate 7.50% 7.50% 6.50%
B. Reconciliation of Defined Benefit Obligation
Opening Defined Benefit Obligation 516.16 410.44 343.61
Current Service Cost 42.95 34.87 30.97
Interest Cost 34.62 30.67 26.36
Components of acturial gain/losses on obligations: - - -
Due to change in financial assumptions (27.22) 59.68 (1.85)
Due to change in Demographic assumptions - - 30.08
Due to experience adjustments 42.47 (2.20) 24.80
Past Service Cost 85.26 - -
Benefits Paid (7.93) (17.31) (43.54)
Closing Defined Benefit Obligation 686.31 516.16 410.44
C. Reconciliation of Planned Asset
Opening fair Value of plan assets 543.77 418.51 312.41
Interest Income 38.11 33.24 25.21
Return on plan assets excluding amounts included
in interest income
5.77 4.34 4.42
Contributions by employer 50.00 105.00 120.00
Benefits Paid (7.93) (17.31) (43.54)
Closing Value of plan assets 629.72 543.77 418.51
D. Profit and Loss Account for the current Period
Current Service Cost 42.95 34.87 30.97
Net Interest Cost (3.49) (2.57) 1.15
Past service cost and loss/(gain) on curtailments and
settlements
85.26 - -
Total included in 'Employee Benefit Expense' 124.73 32.31 32.12
Other Comphrehensive Income for the current Period
Components of acturial gain/losses on obligations:
Due to change in financial assumptions (27.22) 59.68 (1.85)
Due to change in Demographic assumptions - - 30.08
Due to experience adjustments 42.47 (2.20) 24.80
Return on plan assets excluding amounts included in
interest income
(5.77) (4.34) (4.42)
Amount recognized in Other Comprehensive Income 9.48 53.14 48.61

for the year ended March 31st, 2018 [Contd.]

E. Reconciliation of Net defind Benefit Obligation
Net opening provisions in Books of accounts (27.62) (8.07) 31.20
Employee Benefit Expense 124.73 32.31 32.12
Amount recognized in Other Comprehensive Income 9.48 53.14 48.61
Contributions to Plan asset (50.00) (105.00) (120.00)
Closing provision in books of accounts 56.59 (27.62) (8.07)
F. Current/Non-Current Liability :
Current* 56.59 (27.62) (8.07)
Non-Current - - -
Net Liability 56.59 (27.62) (8.07)

*The Company liability is calculated as expected reduction in contributions for the next 12 months.

(c) Amounts recognised in current year and previous three years

(` In Lakhs)
Particulars As at
March 31, 2018
As at
March 31, 2017
As at
1st April, 2016
A. Gratuity
Present value of Defined Benefit Obligation 686.31 516.16 410.44
Fair value of Plan Assets 629.72 543.77 418.51
(Surplus) / Deficit in the plan 56.59 (27.62) (8.07)
Actuarial (Gain) / Loss on Plan Obligation 15.25 57.48 53.04

(d) Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

31-Mar-18
Particulars Increase Gratuity Decrease Gratuity
Discount rate (0.5% movement) 660.80 713.53
Salary growth rate (0.5% movement) 706.19 666.74
Withdrawal rate (W.R.) Sensitivity 689.25 682.62
31-Mar-17
Particulars Increase Gratuity Decrease Gratuity
Discount rate (0.5% movement) 495.87 537.86
Salary growth rate (0.5% movement) 532.88 500.05
Withdrawal Rate 517.18 514.55

(e) Gratuity Benefits Plan:

The benefit is governed by the Payment of Gratuity Act, 1972. The Key features are as under:

Features of the defined benefit plan Remarks
Benefit offered 15 / 26 × Salary × Duration of Service
Salary definition Basic Salary including Dearness Allowance (if any)
Benefit ceiling Benefit ceiling of ` 20,00,000 was applied.
Vesting conditions 5 years of continuous service ( Not applicable in case of death / disability)
Benefit eligibility Upon Death or Resignation / Withdrawal or Retirement
Retirement age 58,68 or 72 years

(i) Entity responsibilities for the governance of the plan

Risk to the Plan

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

A Actuarial Risk:

It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:

for the year ended March 31st, 2018 [Contd.]

Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a rate that is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

B Investment Risk:

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

C Liquidity Risk:

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign / retire from the company there can be strain on the cash flows.

D Market Risk:

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate / government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

E Legislative Risk:

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation / regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

  • (ii) The company has participated in Group Gratuity Scheme Plan with SBI Life insurance to meet its gratuity liability. The present value of the plan assets represents the balance available at the end of the year.
  • (a) Composition of the plan assets
As at As at As at
Particulars March 31, 2018 March 31, 2017 1st April, 2016
Bank balance 0.00% 0.00% 0.00%
Policy of insurance 100.00% 100.00% 100.00%
Others 0.00% 0.00% 0.00%

(b) The trustees of the plan have outsourced the investment management of the fund to an insurance company. The insurance company in turn manages these funds as per the mandate provided to them by the trustees and the asset allocation which is within the permissible limits prescribed in the insurance regulations. Due to the restrictions in the type of investments that can be held by the fund, it may not be possible to explicitly follow an asset-liability matching strategy to manage risk actively in a conventional fund.

(c) Expected benefit payments as on 31 March 2018.

Particulars 1-5 years 6-10 years
Cash flow ( ` ) 305.96 332.59
Distribution ( in %) 22.20% 24.10%

(g) Other Notes:

  • (i) The expected rate of return on Plan Assets is determined considering several applicable factors, mainly the composition of Plan Assets held, assessed risks, historical results of return on Plan Assets and the Company's policy for the Plan Assets management.
  • (ii) The actuarial valuation takes into account the estimates of future salary increases, inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. The management has relied on the overall actuarial valuation conducted by the actuary.

for the year ended March 31st, 2018 [Contd.]

44.2 In the case of 20 Microns Nano Minerals Limited

The Company has implemented Ind AS - 19 on "Employee Benefits".

(a) Provident Fund - Defined Contribution Plan

All employees are entitled to provident fund benefits and amount charged to Statement of Profit and Loss during the period of 12 months ended is 9,84,268. (Previous year 6,78,876)

(b) Gratuity and Leave Encashment - Defined Benefit Plans (payable in future)

Provision has been made for gratuity and leave encashment as per actuarial valuation. The principal assumptions used in actuarial valuation and necessary disclosures are as below:

(` In Lakhs)
Assumptions Gratuity
March 31, 2018
Gratuity
March 31, 2017
Gratuity
1st April, 2016
A. Discount rate 7.65% 7.90% 7.90%
Rate of return on plan assets 7.65% 7.65% 7.65%
Salary Growth rate 6.00% 6.00% 6.00%
B. Change in Defined Benefit Obligations
Liability at the beginning of the year 6.79 4.54 3.18
Interest Cost .53 .35 .25
Current Service Cost 2.11 1.59 1.38
Past service cost .36 .0 .0
Prior year Charge .0 .0 .0
Benefits Paid (.20) .0 (.46)
Actuarial loss/ (gain) due to experience adjustment (.01) .31 .24
Actuarial (Gain) / Loss due to change in financial estimate .26 .0 (.05)
Total Liability at the end of the year 9.85 6.79 4.54
C. Change in Fair Value of plan Assets
Opening fair Value of plan assets 6.12 5.67 5.65
Interest Income .56 .51 .55
Return on plan assets excluding amounts included in
interest income
.03 -.06 -.08
Contributions by employer 4.00 .0 .0
Benefits Paid (.20) .0 (.46)
Closing fair Value of plan assets 10.51 6.12 5.67
D. Profit and Loss Account for the current Period
Current Service Cost 2.11 1.59 1.38
Net Interest Cost (.03) (.15) (.31)
Past service cost and loss/(gain) on curtailments
and settlements .36 .0 .0
Total included in 'Employee Benefit Expense' 2.44 1.44 1.07
Other Comphrehensive Income for the current Period
Components of acturial gain/losses on obligations:
Due to change in financial assumptions .26 .0 -.05
Due to change in Demographic assumptions .0 .0 .0
Due to experience adjustments -.01 .31 .24
Return on plan assets excluding amounts included
in interest income
(.03) .06 .08
Amount recognized in Other Comprehensive Income .22 .37 .27

for the year ended March 31st, 2018 [Contd.]

E. Balance Sheet Reconciliation
Opening Net Liability .67 (1.13) (2.47)
Employee Benefit Expense 2.44 1.44 1.07
Amounts recognized in Other Comprehensive Income .22 .37 .27
Contributions to Plan Assets (4.00) .0 .0
Benefits Paid .0 .0 .0
Closing Liability (.67) .67 (1.13)
F. Current/Non-Current Liability :
Current* (.67) .67 (1.13)
Non-Current - - -

*The Company liability is calculated as expected reduction in contributions for the next 12 months.

(c) Amounts recognised in current year and previous three years

(` In Lakhs)
As at As at As at
Particulars March 31, 2018 March 31, 2017 1st April, 2016
A. Gratuity
Present value of Defined Benefit Obligation 9.85 6.79 4.54
Fair value of Plan Assets 10.51 6.12 5.67
(Surplus) / Deficit in the plan (.67) .67 (1.13)
Actuarial (Gain) / Loss on Plan Obligation .25 .31 .19
Actuarial Gain / (Loss) on Plan Assets (.03) .06 .08

(d) Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

31-Mar-18
Particulars Increase Gratuity Decrease Gratuity
Discount rate (0.5% movement) 9.33 10.40
Salary growth rate (0.5% movement) 10.40 7.18
Withdrawal rate (W.R.) Sensitivity 9.86 9.83
31-Mar-17
Particulars Increase Gratuity Decrease Gratuity
Discount rate (0.5% movement) 6.43 7.18
Salary growth rate (0.5% movement) 7.18 6.42
Expected working lifetime (varied by 2 years) 6.80 6.77

(e) Gratuity Benefits Plan:

The benefit is governed by the Payment of Gratuity Act, 1972. The Key features are as under:

Features of the defined benefit plan Remarks
Benefit offered 15 / 26 × Salary × Duration of Service
Salary definition Basic Salary including Dearness Allowance (if any)
Benefit ceiling Benefit ceiling of ` 20,00,000 was applied.
Vesting conditions 5 years of continuous service ( Not applicable in case of death / disability)
Benefit eligibility Upon Death or Resignation / Withdrawal or Retirement
Retirement age 58 years

(i) Entity responsibilities for the governance of the plan

Risk to the Plan

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

A Actuarial Risk:

It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:

for the year ended March 31st, 2018 [Contd.]

Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a rate that is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

B Investment Risk:

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

C Liquidity Risk:

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign / retire from the company there can be strain on the cash flows.

D Market Risk:

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate / government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

E Legislative Risk:

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation / regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

  • (ii) The company has participated in Group Gratuity Scheme Plan with SBI Life insurance to meet its gratuity liability. The present value of the plan assets represents the balance available at the end of the year.
  • (a) Composition of the plan assets
As at As at As at
Particulars March 31, 2018 March 31, 2017 1st April, 2016
Bank balance 0.00% 0.00% 0.00%
Policy of insurance 100.00% 100.00% 100.00%
Others 0.00% 0.00% 0.00%

(b) The trustees of the plan have outsourced the investment management of the fund to an insurance company. The insurance company in turn manages these funds as per the mandate provided to them by the trustees and the asset allocation which is within the permissible limits prescribed in the insurance regulations. Due to the restrictions in the type of investments that can be held by the fund, it may not be possible to explicitly follow an asset-liability matching strategy to manage risk actively in a conventional fund.

(c) Expected benefit payments as on 31 March 2018.

Particulars 1-5 years 6-10 years
Cash flow ( ` ) 1.97 8.75
Distribution ( in %) 7.60% 33.90%

(g) Other Notes:

(i) The expected rate of return on Plan Assets is determined considering several applicable factors, mainly the composition of Plan Assets held, assessed risks, historical results of return on Plan Assets and the Company's policy for the Plan Assets management.

(ii) The actuarial valuation takes into account the estimates of future salary increases, inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. The management has relied on the overall actuarial valuation conducted by the actuary.

for the year ended March 31st, 2018 [Contd.]

45 Related Party Transactions:

Sr. No. Name of Related Parties Nature of Relationship
1 20 Microns Nano Minerals Limited Subsidiary Company
1 20 Microns Foundation trust Entity over which Significant Influence Exists
2 Shri C.S.Parikh Chairman & Managing Director, Key Management Personnel
3 Shri R.C.Parikh Managing Director, Key Management Personnel
4 Shri. A.C.Parikh Whole Time Director, Key Management Personnel
5 Smt. I.C.Parikh Relative of Key Management Personnel
6 Smt. S.R.Parikh Director, Key Management Personnel
7 Smt. P.A.Parikh Relative of Key Management Personnel
8 Mr N R Patel Chief Financial Officer, Key Management Personnel
8 Ms. Komal Tiwari Company Secretary of subsidiary company, Key Management Personnel
9 Smt.A.K.Muley Company Secretary, Key Management Personnel
(` In Lakhs)
Sr.
No.
Name of Related Party and nature of
transactions
Relationship For the year
ended 31st
For the year
ended 31st
1 20 Microns Foundation trust Entity over March, 2018 March, 2017
Expenses : which Significant
Donation paid Influence Exists 13.07 5.10
2 Shri C.S.Parikh Chairman & Managing
Expenses : Director, Key
Remuneration paid Management Personnel 61.66 61.89
Interest on Deposit 7.41 4.01
Others :
Deposit Received / Renewed 75.00 25.00
Deposit Paid During the Year 25.00 25.00
Deposit Outstanding 60.00 35.00
3 Shri R.C.Parikh Managing Director,
Expenses : Key Management
Remuneration paid Personnel 53.54 53.49
4 Shri. A.C.Parikh Whole Time Director,
Expenses : Key Management
Remuneration paid Personnel 50.93 43.83
Interest on Deposit 0.63 0.71
Others :
Deposit Received/ Renewed 5.00
Deposit Paid During the Year 5.00
Deposit Outstanding 5.00 5.00
5 Smt. I.C.Parikh Relative of Key
Expenses : Management
Interest on Deposit Personnel 2.21 1.97
Others :
Deposit Outstanding 15.50 15.50

for the year ended March 31st, 2018 [Contd.]

6 Smt. S.R.Parikh Director, Key
Expenses : Management
Interest on Deposit Personnel 0.13
Rent 6.45
Others :
Deposit Outstanding 1.00
7 Smt. P.A.Parikh Relative of Key
Expenses : Management
Interest on Deposit Personnel 0.70 0.63
Others :
Deposit Outstanding 5.00 5.00
8 Mr N R Patel Chief Financial Officer,
Expense Key Management
Remuneration paid Personnel 29.64 16.88
9 Ms. Komal Tiwari Company Secretary
Remuneration Paid of subsidiary company, 0.87
Key Management Personnel
Balance as period end
9 Smt.A.K.Muley Company Secretary,
Expenses : Key Management
Remuneration Paid Personnel 10.04 9.52
Interest on Deposit 0.14 0.04
b) Others :
Deposit Received / Renewed 1.35 1.30
Deposit Paid 0.65 -
Deposit Outstanding 1.35 1.30

Notes

1 The following are the list of Independent Directors in a group with whom no transaction have been occurred during the Financial Year 2017-18 other than payment of sitting fees:

  • a) Mr. Pravinchandra M Shah
  • b) Mr. Ram Devidayal
  • c) Mr. Atul Patel
  • d) Mrs. Darsha Kikani
  • e) Dr. Ajay Ranka
  • f) Mr. Sudhir Parikh
  • f) Mrs. Darsha Kikani

46 Segment Reporting

The Company primarily operates in the segment of Micronized Minerals. The MD/CEO of the Company allocate resources and assess the performance of the Company, thus are the Chief Operating Decision Maker (CODM). The CODM monitors the operating results of the business as a one, hence no separate segment need to be disclosed.

Information about geographical areas :

    1. The Company does not have geographical distribution of revenue and hence entitywide disclosure is not applicable to the Company.
    1. None of the company's assets are located outside India hence entitywide disclosure is not applicable to the Company.

Information about major customers :

There is three customers to the company which accounts for more than 10% of aggregate sales. Net sales made to this customer amounts to ` 15,854.38/- lakhs.

for the year ended March 31st, 2018 [Contd.]

47 RESEARCH AND DEVELOPMENT EXPENDITURE

The Group has incurred expenses during the year for research and development of product of the Group. The break up of research and development expenses grouped under various head are as under :

(` In Lakhs)
For the Year
ended 31st
For the Year
ended 31st
Particulars March 2018 March 2017
Revenue expenditure
Employee benefit expenses 49.67 65.20
Other expenses 39.43 45.25
Total 89.10 110.45

48 Transition to Ind AS:

The Group has acquired 100% of the equity shares of the Silicate Minerals (I) Private Limited (SMIPL) (Formerly Known as Platy Minerals Private Limited) at a consideration of ` 1.25 Lakhs on October 30, 2017. The company is engaged in trading activities of Minerals. The Group acquired the Silicate Minerals (I) Private Limited because it is in same line of business and would help the company to reach to more customers.

The fair value of identifiable assts and liabilities of SMIPL as at the date of acquisition were as follows:

Sr. No. Particulars Fair value recognized on acquisition
1 CWIP- Mining Lease Rights 3.54
2 Non Current Investments 6.00
3 Fixed Deposits 1.46
4 Loans and Advances 0.15
5 Sundry Debtors 14.95
6 Bank Accounts 0.17
7 Duties and Taxes 0.00
Total Assets (a) 26.27
1 Unsecured Loans 6.00
2 Sundry Creditors 21.01
3 Non Current Advances 0.17
Total Liabilities (b) 27.18
Total Identifiable Net Assets (Liabilities) (a-b) at fair value (0.91)
Purchase consideration paid 1.25
Goodwill arising on acquisition 2.16

From the date of acquisition Silicate Minerals has contributed 0.11 Lakhs as revenue and 0.82 lakhs of Loss to the Group.

49 Transition to Ind AS:

These financial statements, for the year ended 31 March 2018, are the first the Group has prepared in accordance with Ind AS. For periods up to and including the year ended 31 March 2017, the group prepared its financial statements in accordance with IGAAP, including accounting standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended).

The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 1 April 2016 (the "transition date").

In preparing the opening Ind AS balance sheet, the group has adjusted amounts reported in financial statements prepared in accordance with IGAAP. An explanation of how the transition from IGAAP to Ind AS has affected our financial performance, cash flows and financial position is set out in the following tables and the notes that accompany the tables. On transition, we did not revise estimates previously made under IGAAP except where required by Ind AS.

for the year ended March 31st, 2018 [Contd.]

A Exemptions and exceptions availed

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

A1 Ind AS optional exemptions

A1.1 Business Combination

Ind AS 101 permits an entity to apply the requirements of Ind AS 103 - Business combinations (Ind AS 103) prospectively from the transition date or opt for retrospective application of Ind AS 103. Retrospective application could be either done since inception or from a date determined by the management. The exemption for past business combinations also applies to past acquisitions of investments in associates, interests in joint ventures and interests in joint operations in which the activity of the joint operation constitutes a business, as defined in Ind AS 103.

Accordingly, the Group has elected not to restate past business combinations with an acquisition date prior to the transition date.

A1.2 Leases

Ind AS 101 permits an entity to assess whether a contract or an arrangement contains a lease on the basis of facts and circumstances existing at the transition date to Ind AS. The Group has elected to apply this exemption for such contracts/arrangements.

A1.3 Effect of Changes in Exchange rate

In respect of long term foreign currency monetary items recognized in the financial statements for the period ending immediately before the beginning of the first ind AS Financial reporting period, the Group has elected to recognize exchange differences on translation of such long term foreign currency monetary items in line with its previous GAAP accounting policy. In respect of long term foreign currency monetary items recognized in the financial statements beginning with the first Ind AS financial reporting period, exchange differences are recognized in the statement of profit and loss.

A1.4 Recognition of financial instruments through OCI

Ind AS 101 allows an entity to designate certain investments in equity instruments as fair valued through the OCI on the basis of the facts and circumstances at the transition date to Ind AS.

The Group has elected to apply this exemption for its investment in equity instruments other than subsidiary.

A2 Mandatory Exceptions

A2.1 Estimates

An entity's estimates in accordance with Ind ASs at the transition date to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1 April 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Group made estimates for following items in accordance with Ind AS at the transition date as these were not required under previous GAAP:

  • Investment in financial instruments carried at FVTPL or FVTOCI; and
  • Impairment of financial assets based on expected credit loss model
  • Determination of the discounted value for financial instrument carried at amortized cost.

A2.2 Classification and measurement of financial asset

Ind AS 101 provides exemption to certain classification and measurement requirement of financial assets under Ind AS 109, where these are impracticable to implement. Classification and measurement is done on the basis of facts and circumstances existing on the transition date.

Accordingly the Group has determined classification of financial asset based on facts and circumstances existing on the transition date.

for the year ended March 31st, 2018 [Contd.]

B Reconciliations between previous GAAP and Ind AS

B.1 Reconciliation of equity as at April 01, 2016 (` In Lakhs)

Particulars Footnote
ref.
Amount as
per IGAAP*
Effects of
transition
to Ind AS
Amount as
per Ind AS
I. ASSETS
1 Non-current assets
(a) Property, plant and equipment 1 14,905.42 2,797.26 17,702.67
(b) Capital work in progress 2 399.78 - 399.78
(c) Intangible assets 211.65 - 211.65
(d) Intangible assets under development 31.15 (4.11) 27.04
(e) Financial assets - - -
(i)
Investments
3 & 4 69.12 135.86 204.98
(ii) Loans 5 268.30 (10.34) 257.96
(iii) Other financial assets 37.50 - 37.50
(f)
Other non-current assets
921.72 (65.48) 856.24
Total Non-Current Assets 16,844.64 2,853.19 19,697.83
2 Current assets - -
(a) Inventories
(b) Financial Assets
7,021.02
-
-
-
7,021.02
-
(i)
Trade receivables
6 5,596.37 1.57 5,597.94
(ii) Cash and cash equivalents 428.50 - 428.50
(iii) Bank balances other than (ii) above 7 474.08 47.50 521.58
(iv) Loans 186.51 - 186.51
(v) Other financial assets 3.07 - 3.07
(c) Current Tax Assets (Net) - - -
(d) Other current assets 7 & 12 3,000.72 (411.72) 2,589.00
Total Current Assets 16,710.28 (362.65) 16,347.63
TOTAL ASSETS 33,554.91 2,490.54 36,045.45
II. EQUITY AND LIABILITIES
1 Equity
(a) Equity share capital 1,764.33 - 1,764.33
(b) Other Equity 13 6,969.03 2,240.78 9,209.81
Total equity 8,733.36 2,240.78 10,974.14
2 Minority Interest 58.51 59.05 117.56
3 Liabilities
Non-Current Liabilities
(a) Financial Liabilities
(i)
Borrowings
7 & 8 7,235.75 (107.11) 7,128.64
(ii) Other financial liabilities 7 31.86 (24.72) 7.14
(b) Deferred tax liabilities (Net) 12 1,495.67 368.14 1,863.81
Total Non-Current Liabilities 8,763.29 236.31 8,999.60
4 Current liabilities
(a) Financial Liabilities
(i)
Borrowings
7 7,614.59 82.38 7,696.97
(ii) Trade payables 5,502.76 - 5,502.76
(iii) Other financial liabilities 7 & 8 2,340.32 (127.98) 2,212.34
(b) Other current liabilities 307.03 307.03
(c) Provisions 87.81 - 87.81
(d) Current Tax Liabilities (Net) 147.23 147.23
Total Current Liabilities 15,999.75 (45.60) 15,954.15
Total liabilities 24,763.04 190.71 24,953.75
TOTAL EQUITY AND LIABILITIES 33,554.91 2,490.54 36,045.45
Reconciliation of equity as at March 31, 2017
(` In Lakhs)
Particulars Footnote
ref.
Amount as
per IGAAP*
Effects of
transition
to Ind AS
Amount as
per Ind AS
I.
ASSETS
1
Non-current assets
(a) Property, plant and equipment 1 14,770.00 2,795.86 17,565.86
(b) Capital work in progress 2 679.86 - 679.86
(c) Intangible assets 134.41 - 134.41
(d) Intangible assets under development 31.15 (4.11) 27.04
(e) Financial assets - - -
(i)
Investments
3 & 4 69.12 114.24 183.36
(ii) Loans 5 274.35 (10.34) 264.01
(iii) Other financial assets 192.50 - 192.50
(f)
Other non-current assets
1,443.51 (23.83) 1,419.68
Total Non-Current Assets 17,594.91 2,871.82 20,466.73
2
Current assets
(a) Inventories
(b) Financial Assets
6,756.21 - 6,756.21
(i)
Trade receivables
6 6,045.67 (60.58) 5,985.09
(ii) Cash and cash equivalents 673.90 673.90
(iii) Bank balances other than (ii) above 7 321.60 31.72 353.32
(iv) Loans 238.34 - 238.34
(v) Other financial assets 12.62 - 12.62
(c) Current Tax Assets (Net) 32.63 - 32.63
(d) Other current assets 7 & 12 2,553.87 (793.46) 1,760.41
Total Current Assets 16,634.84 (822.32) 15,812.52
TOTAL ASSETS 34,229.75 2,049.50 36,279.25
EQUITY AND LIABILITIES
1
Equity
(a) Equity share capital 1,764.33 - 1,764.33
(b) Other Equity 13 8,468.85 2,244.93 10,713.78
Total equity 10,233.18 2,244.93 12,478.10
2
Minority Interest
67.35 38.84 106.19
3
Liabilities
Non-Current Liabilities
(a) Financial Liabilities - - -
(i)
Borrowings
7 & 8 6,475.99 (66.55) 6,409.44
(ii) Other financial liabilities 7 46.80 (33.66) 13.14
(b) Deferred tax liabilities (Net) 12 2,174.18 (85.14) 2,089.04
Total Non-Current Liabilities 8,696.97 (185.35) 8,511.62
4
Current liabilities
(a) Financial Liabilities
(i)
Borrowings
7 7,371.92 71.91 7,443.83
(ii) Trade payables 5,329.73 - 5,329.73
(iii) Other financial liabilities 7 & 8 2,228.30 (120.84) 2,107.46
(b) Other current liabilities 191.19 - 191.19
(c) Provisions 74.55 - 74.55
(d) Current Tax Liabilities (Net) 36.58 - 36.58
Total Current Liabilities 15,232.26 (48.93) 15,183.33
Total liabilities 23,929.23 (234.28) 23,694.95
TOTAL EQUITY AND LIABILITIES 34,229.76 2,049.49 36,279.24

for the year ended March 31st, 2018 [Contd.]

B.3 Reconciliation of profit or loss for the year ended 31 March, 2017

(` In Lakhs)
Particulars Footnote
ref.
Amount as
per IGAAP*
Effects of
transition
to Ind AS
Amount as
per Ind AS
Revenue
I. Revenue from Operations 9 & 10 41,061.51 (95.48) 40,966.03
II. Other income 182.72 - 182.72
III. Total Income (I+II)
IV. Expenses
41,244.23 (95.48) 41,148.75
Cost of materials consumed 17,816.21 - 17,816.21
Purchase of stock in Trade 299.19 299.19
Changes in inventories of Finished Goods 378.19 - 378.19
Employee Benefits Expenses 11 3,642.45 (53.51) 3,588.94
Finance Costs 8 2,361.15 28.30 2,389.45
Depreciation and Amortization Expenses 1 1,021.88 1.39 1,023.27
Other Expenses 6, 9 & 10 13,376.72 (33.34) 13,343.38
Total Expenses (IV) 38,895.79 (57.16) 38,838.63
V. Profit/(Loss) Before Exceptional Items and Tax(III-IV)
VI. Exceptional Items
2,348.44
-
(38.32)
-
2,310.12
-
VII. Profit/(Loss) Before Tax (V-VI) 2,348.44 (38.32) 2,310.12
VIII. Tax expense:
Current Tax 481.35 - 481.35
Deferred Tax 12 317.64 (81.12) 236.52
IX. Profit/(Loss) for the period(VII-VIII)
Profit/(Loss) for the Year attributable to
1,549.45 42.80 1,592.25
Owners of the Company 1,540.61 43.34 1,583.94
Non Controlling Interest 8.84 (0.54) 8.31
X. Other comprehensive income
A.
(i)
Items that will not be reclassified to
profit or loss
(ii) Income tax related to items that will not
4 & 11 - (75.14) (75.14)
be reclassified to profit or loss - 23.48 23.48
B.
(i)
Items that will be reclassified to profit or loss
(ii) Income tax related to items that will be
reclassified to profit or loss
-
-
-
-
-
-
Total other comprehensive income - (51.66) (51.65)
XI. Total comprehensive income for the period(IX+X) 1,549.45 (8.86) 1,540.60
Total comprehensive income for the year attributable to
Owners of the Company 1,540.61 (8.32) 1,532.30
Non Controlling Interest 8.84 (0.54) 8.30

*IGAAP figures have been reclassified to confirm to Ind AS presentation requirements for the purposes of this note.

Footnotes to the above reconciliation are as under:

1 Property, Plant and Equipment

The Group has availed option of considering fair value as deemed cost as on transition date for freehold and lease hold lands. Accordingly the said lands have been revalued as on 01.04.2016 and gain arising due to fair value amounting to 2672.80 Lakhs is added to opening Profit and Loss account. The amortization of lease hold land is calculated on fair valued amount i.e. on deemed cost for FY 2016-17 which amounts to 38.77 Lakhs which is provided in books of accounts.

for the year ended March 31st, 2018 [Contd.]

2 Capital works in Progress

The Group has impaired mining lease rights on transition date as they do not qualify for recognition as per recognition criteria mentioned under the IND AS. This resulted in to decrease in other equity by ` 4.11 Lakhs as on transition date

3 FVTOCI financial assets: Investment in unquoted equity shares

Under IGAAP, the Group accounted for long term investments in unquoted shares as investment measured at cost less provision for other than temporary diminution in the value of investments. Under Ind AS, the Group has designated such investments as FVTOCI investments. At the transition date, difference between the fair value and IGAAP carrying amount has been recognized as a separate component of equity, net of related deferred taxes. This has resulted in a increase in total equity by ` 135.86 Lakhs on 01/04/2016(net of tax).

4 Loans(Security Deposits)

The Group has impaired Deposits paid for mining on transition date as they do not qualify for recognition as financial assets per recognition criteria mentioned under the IND AS. This resulted in to decrease in other equity by ` 10.34 Lakhs as on transition date

5 Trade Receivable

Under IGAAP, Group was providing provision for bad and doubtful debts which are due more than 270 days. Under IND AS, Group provides for impairment loss allowance on financial assets based on expected credit loss method. The equity is decreased by ` 1.57 Lakhs as on 01.04.2016.

6 Interest accrued but not due on Financial Assets and Financial Liabilities

The Group has financial assets and liabilities which carried interest accrued but not due as on transition date as well as 31.03.2017. The interest accrued on financial assets and liabilities at each reporting date is disclosed separately under IGAAP. Under Ind AS, those financial assets and liabilities are to be reported at amortized cost. Accordingly interest accrued but not due on the transition date and 31st March 2017 respectively has been reclassified to respective financial assets and liabilities. There is no impact on the total equity or profit as a result of this adjustment.

7 Interest bearing loans and borrowings

Under IGAAP, transaction costs incurred in connection with interest bearing loans and borrowings were charged to profit or loss when incurred. Under Ind AS, transaction costs are included in the initial recognition amount of financial liability and charged to profit or loss using the EIR method. Accordingly the total equity increased by 177.42 Lakhs on the transition date and 149.12 Lakhs on 31st March 2017. The profit for the year ended 31st March 2017 reduced by ` 28.3 Lakhs as a result of additional interest expense.

8 Accounting for excise duty on sale of goods:

Under IGAAP, sale of goods was presented as net of excise duty. However, under Ind AS, sale of goods includes excise duty which is considered as an expense. This adjustment has no impact on the total equity on the transition date as well as 31 March 2017.

9 Discount on sale of goods:

Under IGAAP, discount was shown as an expense in the financial statement. However, under Ind AS, sale of goods is shown for net consideration received or receivable. hence discount is deducted from sales and not shown as expense. This adjustment has no impact on the total equity on the transition date as well as 31 March 2017.

10 Employee benefits:

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognized in other comprehensive income instead of profit or loss. Under IGAAP, these remeasurements were forming part of the profit or loss for the year. This adjustment has no impact on the total equity on the transition date as well as 31 March 2017.

11 Deferred tax Liabilities (net) :

IGAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on certain temporary differences which was not required under IGAAP as discussed below. Further, Group has reclassified MAT credit entitlement to deferred tax assets.

for the year ended March 31st, 2018 [Contd.]

The changes in deferred tax liability is as follows:

(` In Lakhs)
Particulars 31-Mar-17 01-Apr-16
Fair Value of Freehold and Leasehold Lands 553.90 562.74
Impairment allowance on trade receivable (23.19) (1.77)
Other PPE 99.02 176.94
Fair value of investments in unquoted equity shares 22.82 27.81
Amortization of transaction costs of Interest bearing loans and borrowing 51.43 61.19
Reclassification of MAT (785.57) (429.70)
Other Misc (10.77) (29.07)
Change in deferred tax liability (92.36) 368.15

12 Equity

The Impact of the above Ind AS adjustments on equity is as below:

(` In Lakhs)
Particulars 31-Mar-17 01-Apr-16
IGAAP Equity (A) 10,226.38 8,837.37
Ind AS adjustments
Impact of deferral of processing fees to account loans and Unsecured
Deposits at amortized cost
149.12 177.42
Change in Deferred Tax Asset/ Liability on Account of Remeasurement
as per Ind AS (700.43) (797.84)
Revaluation of Investment in unquoted equity shares 114.24 135.86
Impairment of Mining lease rights and Mining Deposits (14.45) (14.45)
Fair value of Free hold and Lease hold land 2,796.67 2,672.80
Change in Foreign Currency Translation Reserves (47.41) (47.02)
Impact of Remeasurement of Impairment of Trade Receivables (60.57) 1.57
Change in Non Controlling Interest 7.34 14.33
Other Prior Year Adjustments 7.21 (5.90)
Total 2,251.72 2,136.77
Comprehensive Income
Total impact on account of Ind AS adjustments 2,251.72 2,136.77
Equity after Ind AS adjustments 12,478.10 10,974.14

C Cash flow statement

There were no significant reconciliation items between cash flows prepared under Indian GAAP and those prepared under Ind AS.

50 Lease

a Expenses

The Group has obtained several premises for its business operations under leave and license agreements. These are generally not non-cancelable lease and are renewable on mutual consent on mutually agreeable terms. Lease payments are recognized in the statement of profit and loss as rent expenses amounting to 271.30 Lakhs ( Previous Year 245.53 lakhs)

b Income

The Group has given land and building on operating lease for period ranging from 11 months to 60 months. During the year, the Group has also given plant and machinery on operating lease and has recognized the lease rent on both assets in the statement of profit and loss amounting to 4.22 lakhs (Previous Year 3.35 lakhs )

for the year ended March 31st, 2018 [Contd.]

51 Previous year figures

Previous year's figures have been regrouped or reclassified wherever necessary to confirm to the current period's presentation.

The Accompanying Notes are an integral part of the financial Statements.

As per our audit report of even date attached

Chartered Accountants Firm Reg. No. 106227W

For J H Mehta & Co. For and on behalf of Board of Directors

Naitik J Mehta C.S. Parikh P. M. Shah N. R. Patel Anuja K. Muley Partner Executive Chairman Independent Chief Financial Company

DIN # 00041584 DIN # 00017558 A21243

Place : Ahmedabad Waghodia Date : May 24, 2018 May 24, 2018

M. No. 130010 Director Officer Secretary

NOTES

Regd. Office : 9-10, GIDC Industrial Estate, WAGHODIA – 391 760. Dist. : Vadodara.
CIN : L99999GJ1987PLC009768
Phone : +91 75748 06350 • Fax : +91 2668 - 264003
E-mail : [email protected] • Website : www.20microns.com
ATTENDANCE SLIP
31st Annual General Meeting
Regd. Folio/DP & Client No.
No. of Shares Held
I certify that I am a registered Shareholder/Proxy for the registered shareholder of the Company. I hereby record my
presence at the 31st Annual General Meeting of the Shareholders of the Company at the Conference Room of 347, GIDC
Industrial Estate, WAGHODIA - 391 760. Dist. : Vadodara at 3.00 pm on Wednesday the 19th September, 2018.
Name of Member/Proxy : Signature of Member/Proxy :
Note :
1.
Please fill this attendance slip and hand it over at the entrance of the Hall.
2.
the Meeting.
3.
Members/Proxy Holders/Authorised Representatives are requested to show their Photo ID Proof for attending
Authorised Representatives of Corporate Members shall produce proper authorization issued in their favour.
"
Regd. Office : 9-10, GIDC Industrial Estate, WAGHODIA – 391 760. Dist. : Vadodara.
CIN : L99999GJ1987PLC009768
Phone : +91 75748 06350 • Fax : +91 2668 - 264003
E-mail : [email protected] • Website : www.20microns.com
Form No. : MGT - 11
PROXY FORM
(Management and Administration) Rules, 2014]
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
Name of Member[s]/Proxy
Registered Address
E-Mail ID
Folio No./Client ID
DP ID
I/We, being the Member[s] holding shares of the above-named Company, hereby appoint -
1.
Name :
Address :
E-Mail-ID :
2.
Name :
Signature or failing him
Address :
E-Mail-ID : Signature or failing him
3.
Name :
Address :

failing him my/or proxy to attend and vote on a poll for me/us and on my/our behalf at the 31st Annual General Meeting of the Company to be held on Wednesday, the 19th September, 2018 at the Conference Room of 347, GIDC Industrial Estate, WAGHODIA - 391 760. Dist. : Vadodara at 3.00 pm and at any adjournment[s] thereof in respect of the following

resolution[s] as are indicated below :
Sr. ORDINARY BUSINESS Tick Appropriately
No. ( )
1 Adoption of Standalone & Consolidated Financial Statements for the year ended 31.03.2018 For / Against
2 Declaration of Final Dividend For / Against
3 Re-appointment of Mr. Atil C. Parikh For / Against
SPECIAL BUSINESS
4 Ratification of remuneration of Cost Auditors For / Against
5 Re-appointment of Mr. Chandresh S. Parikh as Whole-time Director designated as Executive
Chairman
For / Against
6 Re-appointment of Mr. Rajesh C. Parikh as Whole-time Director designated as Chief Executive
Officer & Managing Director
For / Against
7 Re-appointment of Mr. Atil C. Parikh as Whole-time Director designated as Managing Director For / Against
8 Payment of Commission to the Non - Executive Directors For / Against
9 Approval for continuation of directorship of Mr. Pravinchandra M. Shah, Non-Executive
Independent Director after attaining age of seventy five year
For / Against

Signed this day of September, 2018

Affix ` 1 Revenue Stamp

Signature of Shareholder

"

Note : This form duly filled up, stamped and signed by the appointer or his attorney duly authorized in writing or if the appointer is a Body Corporate, under the seal & signed by an attorney duly authorized by it shall be deposited at the Registered Office of the Company along with the power of attorney, if any, under which the Proxy Form is signed, not less than 48 hours before the time for holding the meeting. For the resolutions, explanatory statement and notes, please refer the Notice of the 31st Annual General Meeting.