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Scrip Code: 522004

Date: 12[th] August, 2020

Dear Sir/Madam,

Sub: 76[th] AGM Notice, Annual Report 2019-20, Book Closure and E-voting Details

This is to inform you that the 76[th] Annual General Meeting of BATLIBOI LIMITED will be held on Thursday , 03[rd] September, 2020 at 3:00 p.m. IST through Video Conference (‘VC’) / other audio visual means (‘OAVM’).

Pursuant to Regulation 34(1) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations"), we are submitting herewith the Annual Report of the Company along with the Notice of AGM for the financial year 2019-20 which is being sent to the members through electronic mode.

Further, we would like to inform you that pursuant to Section 91 of the Companies Act, 2013 and Rule 10 of the Companies (Management and Administration) Rules, 2014 read with Regulation 42 of SEBI (LODR) Regulations, 2015, the Register of Members and the Share Transfer Books of the Company will remain closed from Friday, 28[th] August, 2020 to Thursday, 03[rd] September, 2020 (both days inclusive) for the purpose of Annual General Meeting.

Pursuant to provisions of Section 108 of the Companies Act, 2013 read with Regulation 44 of SEBI (LODR) Regulations, 2015, the Company is providing e-voting facility to its members. The members holding shares as on the cut-off date i.e. 27[th] August, 2020 may cast their vote electronically to transact the business set out in the Notice of AGM.

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The details of e-voting, required under Rule 20 of the Companies (Management and Administration) Rules, 2014, are given hereunder:

Cut-off date for E-voting: 27[th] August, 2020.
Date and time of commencement of e-Voting: Monday, 31[st] August, 2020 at 9.00 A.M. IST.
Date and time of end of e-Voting: Wednesday, 02[nd] September, 2020 at 5.00 P.M. IST.
E-Voting shall not be allowed beyond 5.00 P.M. IST on Wednesday, 02[nd] September, 2020.
The Notice of AGM and Annual Report is available on Company’s website www.batliboi.com.
Name of the Agency providing E-voting Platform: Central Depository Services (India) Ltd (CDSL)
In case of any queries regarding e-voting, members 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].

Please take a note of the same.

Thanking You,

Yours Faithfully,

For Batliboi Ltd

GANPAT SAKHARA Digitally signed by GANPAT SAKHARAM SAWANT Date: 2020.08.12 15:38:37 +05'30' M SAWANT

Ganpat Sawant

Company Secretary

Encl: as above

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Batliboi Ltd.

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76 th Annual Report 2019 - 2020

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Some of our Products

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Products manufactured
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Machine Tools
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CNC Vertical Machining Centers CNC Turning Center
Air Engineering solutions for :
Spinning Knitting Weanivg Ma-nmaderbiF es
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alGserbiF s Papre
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Tyre Food
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Products marketed

Tex elitMacnihery

Circular Knitting Machine, Mayer & Cie, Germany Compacting Machine, Ferraro, Italy

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“BD” Open End Spinning Machine, Saurer, Switzerland
Yarn and Fibre Dyeing Machine, Loris Bellini, Italy
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MacnihT eoo lMarkenitg

CNC Horizontal Boring & Milling Machine, ŠKODA MACHINE TOOL Co., Czech Republic

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Plate Bending Machine, DAVI-Promau, Italy
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Green Initiative
Members of Batliboi Ltd. can have a
significant impact on the
environment by supporting the
“Green Initiative” cause undertaken
by your Company by agreeing to
receive physical correspondence
including the Annual Reports in
electronic mode.
Please refer to page 199
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Annual Report 2019-20

CORPORATE INFORMATION

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BOARD OF DIRECTORS
Mr. Nirmal Bhogilal Chairman & Whole Time Director
Mr. Vivek Sharma Managing Director
Mr. E.A. Kshirsagar Independent Director
Mr. Subodh Bhargava Independent Director
Mr. Ameet Hariani Independent Director
Mr. Vijay Kirloskar Independent Director
Mr. George Verghese Independent Director
Mrs. Sheela Bhogilal Non Executive Director
CORPORATE MANAGEMENT
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Mr. Nirmal Bhogilal	Chairman & Whole Time Director
Mr. Vivek Sharma	Managing Director
Mr. Ketan Vyas	Chief Financial Officer
Mr. Daniel Vaz	C.E.O Textile Air Engineering Group
Mr. Abhay Sidham	C.E.O BTMG
Mr. Ganpat Sawant	Company Secretary
REGISTERED & CORPORATE OFFICE	Bharat House, 5thFloor, 104,	Bombay Samachar Marg, Fort,
	Mumbai-400 001
CIN	L52320MH1941PLC003494
FACTORY	P.O. Fateh Nagar, Surat Navsari	Road, Udhna-394 220
AUDITORS	Statutory Auditors	Cost Auditor
	M/s Mukund M. Chitale &Co.	M/s Talati & Associates
	Chartered Accountants	Cost Accountants
REGISTRAR & SHARE TRANSFER AGENT	Datamatics Business Solutions Limited
	Plot No. B-5, Part-B Cross Lane,	MIDC, Andheri (E),
	Mumbai- 400 093.
BANKERS	Bank of Baroda
	Punjab National Bank
	Canara Bank
	Indusind Bank Limited
	State Bank of India

Batliboi Limited

Contents
Particulars	Page No.
Notice	3
Directors’ Report	11
Management Discussion & Analysis Report	40
Corporate Governance Report	43
Auditors’ Certificate on Corporate Governance	63
Auditors’ Report	65
Balance Sheet	76
Statement of Profit and Loss	77
Cash Flow Statement	79
Notes forming part of the Financial Statements	81
Auditors’ Report on Consolidated Accounts	131
Consolidated Balance Sheet	140
Consolidated Statement of Profit & Loss	141
Consolidated Cash Flow Statement	143
Notes forming part of the Consolidated Financial Statements	145
AOC - 1	199

Annual Report 2019-20

NOTICE

NOTICE is hereby given that the 76[th] Annual General Meeting of BATLIBOI LIMITED , will be held on Thursday, 03[rd] September, 2020 at 03:00 p.m. IST through Video Conferencing (‘VC’)/Other Audio Visual Means (‘OAVM’) facility to transact the following business:

ORDINARY BUSINESS:

To receive, consider and adopt:
(a) the Audited Standalone Financial Statements of the Company for the Financial Year ended 31[st] March, 2020, 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 31[st] March, 2020 and the Report of the Auditors thereon.
Re-appointment of Mr. Nirmal Bhogilal-Chairman & Whole Time Director (DIN: 00173168) as a Director liable to retire by rotation.

SPECIAL BUSINESS:

3. To ratify the Remuneration of Cost Auditors for the financial year 2020-21.

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

“RESOLVED THAT pursuant to the provisions of Section 148 and such other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the remuneration of 60,000/- (Rupees Sixty Thousand), as recommended by the Audit Committee and approved by the Board of Directors payable to M/s. Talati & Associates, Cost Auditors (Firm Registration No. 97) as Cost Auditors to conduct the audit of the relevant Cost records of the Company as prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, for the financial year ending 31[st] March, 2021 be and is hereby ratified and confirmed.”

RESOLVED FURTHER THAT Board of Directors and Company Secretary be and are hereby authorized to give ” effect to this resolution and to do all such deeds and things as may be necessary to give effect to this resolution .

4. To create security by way of charge, mortgage, hypothecation or pledge of the moveable or immovable assets or properties of the Company

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

“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 (the “Act”) and any other applicable provisions, if any of the Act, or any amendment or modifications thereof and pursuant to the provisions of the Articles of Association of the Company, consent of the Company be and is hereby accorded to the Board of Directors (hereinafter referred to as the ‘Board’, which term shall be deemed to include any Committee thereof which the Board may hereinafter constitute to exercise its powers including the powers conferred by this Resolution) to sell, lease or dispose of in any manner including but not limited to mortgaging, hypothecating, pledging or in any manner creating charge on all or any part of the present and future moveable or immovable assets or properties of the Company or the whole or any part of the undertaking(s) of the Company of every nature and kind whatsoever (hereinafter referred to as the “Assets”) and/or creating a floating charge on the Assets to or in favour

Batliboi Limited

of banks, financial institutions, investors, debenture trustees or any other lenders to secure the amount borrowed by the Company or subsidiary(ies) of the Company from time to time for the due re-payment of the principal and/or together with interest, charges, costs, expenses and all other monies payable by the Company in respect of the said borrowings provided that the aggregate indebtedness so secured by the Assets do not at any time exceed the value of limits approved under Section 180(1)(c) of the Act.”

RESOLVED FURTHER THAT the Board be and is hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary in this regard for and on behalf of the Company, including but not limited to, negotiating and finalizing the terms of sale, lease, creation of security or any other dispositions, filing of necessary forms, returns, applications, submissions under the Act. ”

NOTES:

The details pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2), in respect of Director seeking re-appointment and the Explanatory Statement in respect of appointment of Director is annexed hereto.
The Register of Members will remain closed from Friday, 28[th] August, 2020 to Thursday, 03[rd] September, 2020 (both days inclusive).Thursday, 27[th] August, 2020 shall be the cut-off date as on which the right of voting of the Members shall be reckoned and a person who is not a Member as on the cut-off date should treat this Notice for information purpose only.
Members who have not yet registered their email addresses are requested to register the same with their Depository Participants in case the shares are held by them in dematerialized form and with the Company in case the shares are held by them in physical form.
As per Regulation 40 of SEBI Listing Regulations, securities of listed companies can be transferred only in dematerialized form with effect from April 01, 2019, except in case of request received for transmission or transposition of securities. In view of this, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form.
CDSL e-Voting system – for remote e-Voting
i) As you are aware, in view of the situation arising due to Covid-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The ensuing AGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
ii) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a Member using remote e-Voting will be provided by CDSL.
iii) The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.
iv) The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 Members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more

Annual Report 2019-20

shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

v) The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
vi) Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the Members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the Members such as body corporate can attend the AGM through VC/ OAVM and cast their votes through e-Voting.
vii) In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM and the Annual Report for the financial year 2019-20 has been uploaded on the website of the Company at www.batliboi.com . The Notice can also be accessed on the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility) i.e. www.evotingindia.com .
viii) The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

6. Instructions for Shareholders for remote e-Voting are as under:

i) The voting period begins on Monday, 31[st] August, 2020 at 9.00 a.m. and ends on Wednesday, 02[nd] September, 2020 at 5.00 p.m.

During this period, Shareholders of the Company holding shares either in physical or dematerialized form, as on the cut-off date (record date) of 27[th] August, 2020 may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter.

ii) The Board of Directors has appointed Jayshree Dagli & Associates, Practising Company Secretaries, as the Scrutiniser for scrutinising the e-Voting process in a fair and transparent manner.

iii) The Shareholders should log on to the e-Voting website www.evotingindia.com.

iv) Click on “Shareholders” module and 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. Shareholders 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 e-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:

PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department. Shareholders who have not updated their PAN are requested to use the sequence number in the PAN field.
Dividend Bank Details OR Date of Birth	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. 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).

Batliboi Limited

viii) After entering these details appropriately, click on “SUBMIT” tab.

ix) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, Shareholders 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 e-Voting 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 Shareholders 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 of ‘BATLIBOI LIMITED’.
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 cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

7. Process for those Shareholders whose email addresses are not registered with the depositories, for obtaining login credentials for e-Voting for the resolutions proposed in this Notice:

i) For Physical Shareholders - please provide necessary details like Folio No., Name of Shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAAR (self attested scanned copy of Aadhaar Card) by email to [email protected]/[email protected].
ii) For Demat Shareholders - please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL- 16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAAR (self attested scanned copy of Aadhaar Card) to investorsqry@datamaticsbpm. com/[email protected].
iii) The company/RTA shall co-ordinate with CDSL and provide the login credentials to the above mentioned Shareholders.

Annual Report 2019-20

8. Instructions for Shareholders attending the AGM through VC/OAVM are as under:

i) Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system.

Shareholders may access the same at https://www.evotingindia.com under Shareholders/ Members login by using the remote e-Voting credentials.

The link for VC/OAVM will be available in Shareholder/Members login where the EVSN of Company will be displayed.

ii) Shareholders are encouraged to join the Meeting through Laptops / iPads for better experience.
iii) Further Shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
iv) Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
v) Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected].
vi) The Shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/ folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.
vii) Those Shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the meeting.

9. Instructions for Shareholders for e-Voting during the AGM are as under:-

i) The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-Voting.
ii) Only those Shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
iii) If any Votes are cast by the Shareholders through the e-Voting available during the AGM and if the same Shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such Shareholders shall be considered invalid as the facility of e-Voting during the meeting is available only to the Shareholders attending the meeting.
iv) Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

10. Note for Non–Individual Shareholders and Custodians

i) Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

Batliboi Limited

ii) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk. [email protected].
iii) After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
iv) 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.
v) 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.
vi) Alternatively Non-Individual Shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Company at the email address: [email protected], if they have voted from individual tab and not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.
If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at HYPERLINK “http://www.evotingindia. com”www.evotingindia.com, under help section or write an email to HYPERLINK “mailto:helpdesk.evoting@cdslindia. com”[email protected] or contact Mr. Nitin Kunder (022-23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia. com or call 1800225533 or +91-22-23058542 or +91-22-23058543 or +91-22-23058738.

The Statutory Registers and documents in accordance with the Companies Act, 2013 will be available for inspection in electronic mode.
The result of the voting shall be displayed on the Notice Board of the Company at its Registered Office and Corporate Office. The result along with the Scrutiniser’s Report shall also be placed on the website of the Company www.batliboi.com and of CDSL.
Members may also write to the Company Secretary in case of grievances connected with voting by electronic means at the mail id: [email protected].

By order of Board of Directors

Ganpat Sawant Company Secretary

Place : Mumbai Date : 18.07.2020

Registered Office:

Bharat House, 5[th] Floor, 104, Bombay Samachar Marg, Fort, Mumbai - 400 001. www.batliboi.com

Annual Report 2019-20

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

Item No. 3

In accordance with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint cost auditors to audit the cost records of the Company.

The Board on the recommendation of the Audit Committee has approved the appointment of M/s. Talati & Associates, Cost Accountant to conduct the audit of the cost records of the Company for the Financial Year 2020-21 at a remuneration of ` 60,000/- p.a. plus out of pocket expenses incurred, if any in connection with the cost audit.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the members of the Company. Accordingly, consent of the Members is sought to ratify the remuneration payable to the Cost Auditor for the financial year 2020-21.

The Board recommends the Ordinary Resolution as set out at Item No. 3 of the Notice for the approval of the Members.

Item No. 4

The Company may be required to create security by way of charge, mortgage, hypothecation or pledge of the moveable or immovable assets or properties of the Company or the whole or any part of the undertaking(s) of the Company (hereinafter referred to as the “Assets”) in favour of the lenders as per the terms agreed with them in the course of borrowing of funds from time to time to support the business operations, general corporate purposes and capital expenditure.

As per the provisions of Section 180(1)(a) of the Act, consent of members by way of Special Resolution is required to sell, lease or otherwise dispose of the Assets of the Company. The approval of the members shall be required to enable disposition; or creation of security over the Assets as stated above in favour of the lenders to secure the borrowings of the Company to the extent of the approved borrowing limits under Section 180(1)(c) as covered in agenda Item no. 4.

The Board recommends the Special Resolution as set out in Item No. 4 of the Notice for approval of the Members.

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

By order of Board of Directors

Ganpat Sawant Company Secretary

Place : Mumbai Date : 18.07.2020

Registered Office:

Bharat House, 5[th] Floor, 104, Bombay Samachar Marg, Fort, Mumbai - 400 001. www.batliboi.com

Batliboi Limited

ANNEXURE TO ITEM NO. 2 OF THE NOTICE

Details of Director seeking re-appointment at the ensuing Annual General Meeting pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Name of the Director	Mr. Nirmal Bhogilal(DIN: 00173168)
Date of Birth	14.05.1949
Nationality	Indian
Date of first appointment on the Board	06.09.1973
Qualifications	B.Sc (Engg), Chemical Engg (London University), A.C.G.I. Committee member- CII National Council.
Expertise in specific functional Area	He is having practical experience of 47 years in managing Machine Building & EngineeringIndustry.
Number of Shares held in the Company	11,729,713
Number of Board Meetings attended duringtheyear	4
List of Directorships held in other Companies*	• Batliboi Limited • Eimco Elecon India Limited. • Solara Active Pharma Sciences Limited
Chairman/Member in the Committee of the Boards of Companies in which he is a Director*	Batliboi Limited Stakeholders Relationship Committee Member Eimco Elecon India Limited Audit Committee Member Solara Active Pharma Sciences Limited Audit Committee Member Solara Active Pharma Sciences Limited Stakeholders Relationship Committee Chairman
Relationship between Directors inter- se	Mrs. Sheela Bhogilal is wife of Mr. Nirmal Bhogilal, Chairman and Whole - Time Director.

Note : * Directorship includes only Indian Public Companies and Committee membership includes only Audit Committee and Stakeholders Relationship Committee of Public Limited Companies.

Annual Report 2019-20

DIRECTORS’ REPORT

Dear Members,

Your Directors take pleasure in presenting the 76[th] Annual Report together with the Audited Accounts for the financial year ended 31[st] March, 2020.

1. FINANCIAL RESULTS

( ` In Lakhs)

Particulars	For the Year ended	For the Year ended	For the Year ended	For the Year ended
	31.03.2020	31.03.2019	31.03.2020	31.03.2019
	Standalone	Standalone	Consolidated	Consolidated
Revenue from operations	10,930.18	11,641.85	19,527.09	24,891.83
Other Income	495.10	446.14	405.43	645.62
Total Income	11,425.28	12,087.99	19,932.52	25,537.45
PBDIT	93.94	140.09	(279.01)	1,121.22
Less: Finance Cost	731.28	561.28	899.84	772.28
Less: Depreciation	346.49	300.05	574.49	412.08
Proft/(Loss) Before Tax & Exceptional Items	(983.83)	(721.24)	(1753.34)	(63.14)
Exceptional items: Income/(expenses)	-	-	-	-
PBT	(983.83)	(721.24)	(1753.34)	(63.14)
Provision of Taxation : Current Tax	-	-	-	-
Deferred Tax	230.87	1,431.52	239.36	1,435.42
Mat credit available for set off	0	0	0	0
Current Year & Earlier Year Tax	0.46	0.15	72.84	(84.46)
Other Comprehensive Income	(8.43)	(28.36)	(89.29)	1.78
Tax adjustments in respect of earlieryears	0	0	0	0
PAT	(760.93)	682.07	(1,676.11)	1,289.60

2. REVIEW OF OPERATIONS AND OUTLOOK

The 4[th] quarter results were affected due to lockdown in March 20 because of Covid-19. This had an impact on overall performance of the company in 19-20. The standalone company’s performance has also been affected due to higher interest cost.

The spread of Covid-19 has severely impacted the economy world over.

The Canadian subsidiary Quickmill has improved its sales as compared to previous year and has been profitable. The French subsidiary Aesa, which has operations in Europe, China, Africa and South East Asia has been affected by the pandemic in Q4 and is the reason for the lower top line and a higher loss on a consolidated basis.

The impact assessment of Covid-19 is a continuing process given the uncertainties associated with its nature, the company has taken suitable measures to tackle this challenge.

3. DIVIDEND

In view of the operating loss, your Directors do not recommend any Dividend for the year ended 31[st] March, 2020.

Batliboi Limited

4. TRANSFER TO RESERVE

The loss for the Year is ` 624.58 Lakhs is debited to the Profit and Loss account.

5. SHARE CAPITAL

During the financial year 2019-20, there is no change in the Authorized, Issued, Subscribed and Paid-up share capital of the Company. As on 31[st] March, 2020, the Company is having Authorized share capital of 30.01 Crores comprising of 4,61,70,400 Equity Shares of 5 each and 6,92,480 Preference shares of 100 each. The Issued, Subscribed and Paid-Up Equity Share Capital of the Company as on 31[st] March, 2020 is 14.36 Crores and the Issued, Subscribed and Paid-Up Preference Share Capital of the Company as on 31[st] March, 2020 is ` 6.92 Crores.

During the year under review, the Company has issued neither shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) neither to the employees nor to Directors of the Company, under any Scheme.

6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

SUBSIDIARY COMPANIES

i) Quickmill Inc., Canada

Quickmill Inc. headquartered in Peterborough, Ontario, Canada is engaged in the Design, Manufacturing, as well as Sell and Service a line of large size Gantry Drilling and Milling Machines globally. Customers are mainly from Energy, Heat Transfer, Steel Service Centers & Job Shop manufacturing sectors.

There is a marginal improvement of 3.5% in the top line in 19-20 as compared to previous year.The company is moving into the new fiscal year 2020-21 with a healthy order backlog, but the Covid-19 impact and the resulting slowing down of global economic could pose major challenge.

ii) AESA Air Engineering, France

AESA SA is head quartered in France with subsidiaries in China, Singapore and India. It is engaged in the business of Air Conditioning and filtration in textile, tobacco, non-woven and glass fiber industries.

The company had made loss in 2019-20. Due to Covid-19, the business activity was severely impacted in China starting in Jan-20 and subsequently in all other offices.

In Jul-20, due to the crippling impact of Covid-19 pandemic, the company has decided to initiate ‘Redressement Judiciaire’ under the relevant French Law.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company with its Subsidiaries forms part of the Annual Report and the Accounts in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and applicable Accounting Standards prescribed by The Institute of Chartered Accountants of India.

The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further a statement containing salient features of the financial statements of the Company’s subsidiaries is given in Form No. AOC-1 at the end of this Report. The Company will make available the accounts of subsidiaries to any member of the Company on request.

Annual Report 2019-20

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Companies Act, 2013, Mr. Nirmal Bhogilal, Chairman & Whole Time Director will retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommends his re-appointment.

During the year under review, Mr. Ameet Hariani, Mr. Subodh Bhargava, Mr. Vijay Kirloskar & Mr. Eknath Kshirsagar were re-appointed as an Independent Directors of the Company for a second term of 5 (five) consecutive years w.e.f. 1[st] August, 2019 upto 31[st] July, 2024

8. INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of independence as provided therein and also none of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

9. BOARD EVALUATION

In compliance with the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the annual performance evaluation of the Non-Independent Directors, Chairman and the Board as a whole (including its Committees) was carried out in the separate meeting of Independent Directors.

Independent Directors, in their separate meeting, held on 12[th] February, 2020 reviewed performance of the Non Independent Directors, Board as a whole including committees, the same was shared with the Board on its meeting held on 18[th] July, 2020. All the directors present participated in the discussion & suggested areas of improvement/ changes. Assessment of Independent directors was shared with the Chairman of the Board, who had one to one feedback session with them. Independent Directors, in their separate meeting, also reviewed the performance of the Chairman after taking into account the views of all the Directors.

The Nomination and Remuneration Committee reviewed the results of the annual performance evaluation of Independent Directors in its Meeting held on 18[th] July, 2020 and expressed overall satisfaction on the performance of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole (including its Committees).

10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The familiarization program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The policy on Company’s familiarization program for Independent Directors is posted on the Company’s website. www.batliboi.com.

11. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration policy is posted on the Company’s website www.batliboi.com. The more details about the Nomination and Remuneration policy is provided in corporate governance report.

Batliboi Limited

12. NUMBER OF MEETINGS OF THE BOARD

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year, four (4) Board Meetings and four (4) Audit Committee Meetings were held. The details of which are given in Corporate Governance Report that forms part of this Annual Report.

13. CORPORATE GOVERNANCE

In terms of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor’s of the Company forms integral part of this Report.

14. EMPLOYEE STOCK OPTION SCHEME

The Company has implemented Employees Stock Option Plan (ESOP) with a view to encourage, reward and retain the employees and to give them an opportunity to participate in the growth of the Company in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 [applicable till October 27, 2014] and SEBI (Share Based Employee Benefits) Regulations, 2014 [applicable from October 28, 2014] duly approved by the Members at their Extra Ordinary General Meeting held on 13[th ] December, 2011. During the year 2019-20, 1,08,334 Options were lapsed, which have been added back to the available bank and the same will be used for re-issue of options.

The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 and Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are set out in ‘Annexure A’ to this Report.

A Certificate from the Statutory Auditors of the Company as required under Regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 shall be placed at the ensuing Annual General Meeting for inspection by the Members.

15. FIXED DEPOSITS

The Company has not accepted any deposits from the public/members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of Loans, Guarantees given and Investments made during the year covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

17. RELATED PARTY TRANSACTIONS

All Related Party transactions that were entered into during the financial year were on the arm’s length basis and were in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions between the Company and the Promoters, Directors, Key Managerial Personnel, Subsidiaries, relatives or other designated persons, which may have a potential conflict with the interest of the Company at large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

Annual Report 2019-20

All Related Party Transactions were placed before the Audit Committee and have been approved by the Board. Omnibus approval is obtained for the transactions that are foreseen and repetitive in nature.

Your Company has formulated a policy on related party transactions, which is also available on Company’s website. www.batliboi.com.

18. AUDIT COMMITTEE COMPOSITION

The details pertaining to composition of Audit Committee are included in Corporate Governance report, which form part of this Report.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with the provisions of Section 177(9) of the Companies Act, 2013, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the Company has adopted vigil mechanism policy in place to enable the Directors and employees to have direct access to the Chairman / Managing Director or the Members of the Audit Committee. The details of the vigil mechanism is explained in the Corporate Governance Report and also posted on the website of the Company at www.batliboi.com.

20. HUMAN RESOURCE

During the year under review, industrial relations in the factory were cordial and pro-active and all employees and the Union supported productivity and process improvement measures undertaken at all the functions of the Company.

The Company has in place its Health, Safety and Environment policy. The same is reviewed by the Board from time to time and appropriate actions are taken as directed.

All the employees of the company have supported the Company in implementing its strategy to overcome the difficult situation arisen due to Covid-19. Company appreciates their effort and thank them for their wholehearted support.

The implementation of Covid-19 protocols for working in factory and offices are fully implemented and all the employees have shown proactive disciplined approach. Many of the team members are working from homes and are in touch with Customers, Suppliers and other business related partners to quickly bring business back to normal.

21. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

Pursuant to Section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board. Your Company does not fall under the provisions of aforesaid Section; therefore, CSR Committee has not been constituted.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Companies Act, 2013, Regulation 34(2)(e)read with Schedule-V of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) is given in this Annual Report for the year under review.

Batliboi Limited

23. AUDITORS

Statutory Auditors and Statutory Audit Report

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the Annual General Meeting of the Company held on 29[th] June, 2017 appointed Mukund M. Chitale & Co., Chartered Accountants (Firm registration no 106655W), as statutory auditors of the Company from the conclusion of Seventy Third Annual General Meeting till the conclusion of Seventy Eighth Annual General Meeting covering one term of five consecutive years, subject to ratification by the members at each intervening Annual General Meeting.

In view of the amendment to the said section 139 through the Companies (Amendment) Act, 2017 notified on 7[th] May 2018, ratification of auditors’ appointment is no longer required.

The Statutory Auditors Mukund M. Chitale & Co., Chartered Accountants have issued their reports on Standalone & Consolidated Financial Statements for the financial year 2019-20.

The statutory audit report for the year 2019-20 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

No frauds have been reported by the Statutory Auditors during the financial year 2019-20 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

Cost Auditors

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has, on the recommendation of the Audit Committee, appointed M/s. Talati & Associates. at a remuneration of ` 60,000/- (Rupees Sixty Thousand Only) plus taxes as applicable and reimbursement of out of pocket expenses as may be incurred for conducting the Cost Audit for the financial year 202021. Prof. V.J Talati is having Fellow Membership no. is 2203. Their Firm Registration No.97.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, a resolution seeking Members ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing Annual General Meeting.

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained. The Company has filed the Cost Audit Report for the financial year ended 31[st] March, 2019 submitted by M/s. Talati & Associates, on 25[th] September, 2019 The Cost Audit Report for the financial year ended 31[st] March, 2020 will be filed in due course.

Secretarial Auditors and Secretarial Audit Report

M/s. Jayshree Dagli & Associates, Company Secretaries, were appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the Company for financial year ended 31[st] March, 2020. Secretarial Audit Report is provided in Annexure-B to this Report. They have made certain comments which includes our response to them.

24. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

Annual Report 2019-20

25. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of the erstwhile provisions of Section 205C of the Companies Act, 1956, the Company had transferred Unpaid or Unclaimed dividend and interest thereon which remained unclaimed or unpaid for a period of 7 years from the date it become due for payment to the Investors Education & Protection Fund (IEPF) established by the Central Government. The list of Unclaimed Dividend transferred to IEPF is uploaded on Company’s website at www.batliboi.com. As on 31[st] March, 2020, the Company do not have any unpaid dividend due to be transferred to Investor Education and Protection Fund.

Thus, any claimant of dividend transferred above shall be entitled to claim the dividend from Investor Education and Protection Fund (IEPF) in accordance with such rules, procedure and submission of documents as prescribed by the Central Government in this regard.

26. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology, absorption and foreign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in the ‘Annexure C’ forming part of this Report.

27. LISTING

Presently, 2,87,15,883 Equity Shares are listed on BSE Limited, Mumbai, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 (Scrip Code: 522004) and the Company has paid the Annual listing fees for the financial year 2020-21.

28. SAFETY AUDIT

As per the Company’s practice, safety audit is conducted once in a year. Accordingly, Safety Audit will be conducted by an Independent Consultant

29. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressel) Act, 2013, and Rules framed there under, the Company has implemented a policy on prevention, prohibition and redressel of Sexual harassment of Women at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Accordingly, an Internal Complaint Committee has been formed and the policy on ‘Anti-Sexual Harassment’ is posted on the website of the Company at www.batliboi.com.

Matters handled by Internal Complaint Committee during the year 2019-20, are as follows:-

Number of complaints on sexual harassment received during the year: NIL
Number of complaints disposed off during the year: N.A.
Number of cases pending for more than 90 days: N.A.
Nature of action taken by the Employer: N.A.
Number of Workshops: NIL

30. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, is appended as ‘Annexure D’ to this Report.

Batliboi Limited

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There have been no significant and material orders passed by the regulators or courts or tribunals affecting the going concern status and the Company’s operations in future.

32. PARTICULARS OF EMPLOYEES

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company are annexed to this report as ‘Annexure E’ .

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of remuneration in excess of the limits set out in the said Rules. Statement showing the names of the top ten employees in terms of remuneration drawn is annexed to this report as ‘Annexure F’ .

33. INTERNAL FINANCIAL CONTROL

The Audit Committee has established and maintained an effective Internal Control over financial reporting. Standard operating practices have been laid down and are being followed. The criterion is also being audited and management has taken effective steps to ensure adequate control over financial reporting.

34. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. In line with corporate best practices, your Company assesses the risks in the internal and external environment which will monitor, evaluate and execute all mitigation actions in this regards and takes all measures necessary to effectively deal with incidences of risk. Adequate risk management framework capable of addressing the risks is in place.

35. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

There is no material change and commitment during the year.

36. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) they 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 at the end of the financial year and of the profit and loss of the company for year ended 2020;
c) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the Annual Accounts on a going concern basis;

Annual Report 2019-20

e) that proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

37. CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute “forward-looking statements”. These forward looking statements are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those suggested by forward looking statements. Important factors that could influence the Company’s operation can be affected by global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments in India and in countries in which the Company conducts business, litigation, industrial relations and other incidental factors.

38. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express and place on record their appreciation for the continued support, cooperation, trust and assistance extended by shareholders, employees, customers, principals, vendors, agents, bankers, financial institutions, suppliers, distributors and other stakeholders of the Company.

For and on behalf of the Board of Directors

Nirmal Bhogilal Vivek Sharma Chairman & Whole Time Director Managing Director (DIN: 00173168) (DIN: 01541498)

Place : Mumbai Date : 18.07.2020

Batliboi Limited

ANNEXURE ‘A’

Details of ESOP (Batliboi Stock option Plan though Direct Allotment Route)

I. Date of shareholders approval for the ESOP is 13[th] December, 2011

Total Number of options approved under ESOP is 28,68,255

Exercise price for the below option is ` 15.75 per shares.

Year of Grant	2011-12 1st Lot	2012-13 2nd Lot	2014-15 3rdLot	2015-16 4thLot	2017-18 5thLot	2018-19 6th Lot	Total
Total No of Options Approved / Granted	10,00,000	1,00,000	3,50,000	2,50,000	1,00,000	4,50,000	22,50,000
Vesting Requirement	The Options granted would vest in to the eligible employee in three (3) Installments, 1/3 of option granted will vest after 36 Months from the date of grant of option and 1/3 after 48 Months and remaining1/3 after 60 Months from the date ofgrant of option.
Exercise Price or Pricing Formula	The exercise price shall be the closing price of the Company’s Equity shares quoted on the Stock Exchange immediately prior to the date of Grant of the Options, which for this purpose shall be the date on which the Remuneration/Compensation committee meets to make its recommendations for the grant of Options. The Committee may, at its sole discretion,consider a discount to such closing price.
Source of shares	Primary
Maximum Term of Option Granted	5years from vestingof option
Variations in the terms of Options	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Method used to account for ESOS	Fair Value
Number of options outstanding at the beginningof the options	391667	NIL	200000	200000	100000	400000	1291667
No of options granted during the year	N.A	NA	N.A	N.A	N.A	N.A	N.A
No of Options Forfeited/ Lapsed duringtheyear	(108334)	NIL	NIL	NIL	NIL	NIL	(108334)
No of Options Vested during the year	NIL	NIL	66666	66667	NIL	NIL	100000
No of Options Exercised during theyear	NIL	NIL	NIL	NIL	NIL	NIL	NIL
No of shares arising as results of exercise of option	N.A	NA	N.A	N.A	NA	N.A	N.A
Money realized by exercise of options (INR), if scheme is implemented directly by the company	N.A	NA	N.A	N.A	NA	N.A	N.A
Option vested - to be exercised in future	283333	NIL	200000	133333	NIL	NIL	616666
Options to be vested	NIL	NIL	NIL	66667	100000	400000	566667
Number of options outstanding at the end of theyear	283333	NIL	200000	200000	100000	400000	1183333

Annual Report 2019-20

II. Option movement during the Year

Year of Grant	2011-12 1st Lot	2012-13 2nd Lot	2014-15 3rd Lot	2015-16 4th Lot	2017-18 5th Lot	2018-19 6th Lot	Total
Number of options outstanding at the beginningof the options	391667	NIL	200000	200000	100000	400000	1291667
No of options granted during the year	N.A	NA	N.A	N.A	N.A	N.A	N.A
No of Options Forfeited/ Lapsed duringtheyear	(108334)	NIL	NIL	NIL	NIL	NIL	(108334)
No of Options Vested during the year	NIL	NIL	66666	66667	NIL	NIL	133333
No of Options Exercised during theyear	NIL	NIL	NIL	NIL	NIL	NIL	NIL
No of shares arising as results of exercise of option	N.A	NA	N.A	N.A	NA	N.A	N.A
Money realized by exercise of options (INR), if scheme is implemented directly by the company	N.A	NA	N.A	N.A	NA	N.A	N.A
Option vested - to be exercised in future	283333	NIL	200000	133333	NIL	NIL	616666
Options to be vested	NIL	NIL	NIL	66667	100000	400000	566667
Number of options outstanding at the end of theyear	283333	NIL	200000	200000	100000	400000	1183333

III. Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to –

Name of Employee	Designation	Number of Options granted during theyear	Exercise Price (`)
NIL	NIL	NIL	NIL

IV. A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information: N.A
(a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model;
(b) the method used and the assumptions made to incorporate the effects of expected early exercise;
(c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and
(d) whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition.

Batliboi Limited

ANNEXURE ‘B’

Date: July 18, 2020.

To, The Members, BATLIBOI LIMITED Mumbai.

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

Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test check basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
The compliance of 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 check basis.
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 JAYSHREE DAGLI & ASSOCIATES COMPANY SECRETARIES Unique Code: S1995MH013400

JAYSHREE S. JOSHI F.C.S.1451 C.P.487 UDIN: F001451B000472702

PS: Attached hereto is our Secretarial Audit Report (Form No. MR–3) of Even Date.

Annual Report 2019-20

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31[st ] March, 2020

[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, BATLIBOI LIMITED Mumbai.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by BATLIBOI LIMITED (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 31[st] March, 2020, 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:

(A) We have examined the books, papers, minutes books, forms and returns filed and other records maintained by BATLIBOI LIMITED (“the Company”) for the financial year ended on 31[st] March, 2020according to the provisions of:
The Companies Act, 2013 (the Act) & the Rules made there under to the extent applicable; and circulars, notifications, clarifications, Removal of Difficulties Orders or such other relevant statutory material issued by Ministry of Corporate Affairs from time to time;
The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under as amended;
The Depositories Act, 1996 and the Regulations and Bye-laws framed there under as amended;
Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under as on date to the extent applicable;
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 as amended;
- (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and circulars/ guidelines issued thereunder, as amended;
- (c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, as amended regarding the Companies Act and dealing with client;

Batliboi Limited

  - (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits), Regulations, 2014 as amended;

  - (e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Based on the nature of business activities of the Company, the following specific Acts / Laws / Rules / Regulations are applicable to the Company:
- (a) Environment (Protection) Act, 1981
- (b) Air (Prevention and Control of Pollution) Act, 1981
- (c) Water (Prevention and Control of Pollution) Act, 1974
- (d) Hazardous Wastes (Management and Handling) Rules, 1989
- (e) Labour Laws to the extent applicable
- (f) Factories Act, 1948
- (g) Industries (Development & Regulation) Act, 1951
- (h) Trade Marks Act 1999
- (i) The Legal Metrology Act, 2009
- (j) Competition Act, 2002
- (k) The Bombay Shop & Establishment Act, 1948
(B) We have also examined compliance with the applicable clauses of the Secretarial Standards for Board Meetings (SS – 1) and for General Meetings (SS – 2).

It may please be noted that the compliance of applicable financial laws including Direct and Indirect Tax Laws; maintenance of Financial Records and Books of Accounts etc. by the Company has not been reviewed by us for the purpose of this Audit since the same has been subject matter of review by the Statutory Auditors and / or other designated professionals. Further, we have also relied upon the certificates / reports/ legal opinions, as the case may be, issued by the Statutory Auditors and / or other designated professionals, wherever applicable.

During the year under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

During the year under review, the provisions of the following Regulations (as enumerated in the prescribed format of Form MR - 3) were not applicable to the Company:

(i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 as amended;
(ii) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, as amended;
(iii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended;
(iv) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended;
(v) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations,2013

Annual Report 2019-20

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There was no change in the composition of the Board of Directors during the year under review.

Adequate notice had been given to all Directors to schedule the Board Meetings. However, it was observed that Agenda and detailed notes on agenda were NOT SENT at least seven days in advance as required under clause 1.3.7 of SS-1 i.e. Secretarial Standard on meeting of meetings of the Board of Directors. In cases where shorter notice/s were given for Committee Meetings, at least one Independent Director was present at such meeting/s and that the system exists for seeking and obtaining further information and clarifications on the agenda items before the Meeting and for meaningful participation at the Meeting.

Unanimous decisions were carried through as there were no cases of dissent of any Director in respect of any decision and was accordingly captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in place in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines referred to herein above subject to certain technical/ procedural lapses as given in enclosed ‘Annexure-I’ which forms integral part hereof.

We further report that the Company had no specific events/ actions having major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

For JAYSHREE DAGLI & ASSOCIATES COMPANY SECRETARIES Unique Code: S1995MH013400

JAYSHREE S. JOSHI Place : MUMBAI Membership No. : F.C.S. 1451 ; CP No. : 487 Date : July 18, 2020 UDIN: F001451B000472702

DISCLAIMER:

The attached Secretarial Audit Report (pursuant to Section 204 of the Companies Act, 2013) is furnished based on those documents provided by the Secretarial / Compliance Team of the Company i.e. BATLIBOI LIMITED in electronic / digital form i.e. by way of scan copy provided through emails and is also based on the information and clarification provided telephonically. On account of Nationwide Lockdown due to COVID-19 pandemic, we were not able to conduct the verification of the relevant physical documents. We therefore considered that those documents / information provided electronically by the Company are true copy of the original documents maintained by / available with the Company as confirmed accordingly by the Management vide their Representation Letter dated July 16, 2020.

Further, certain relevant records / documents like newspaper advertisement for notice of Board Meeting/Financial Results/ Dispatch of Annual Report, Compliance certificate given by the Company Secretary complying various laws applicable to the Company, Certificate furnished by the Managing Director and Chief Financial Officer pursuant to Regulation 33(2) of the SEBI (LODR) Regulations, 2015,Disclosure of Interest received from the Director(s) of the Company, dispatch proof of sending draft minutes and signed minutes, etc. could not be provided to us for verification as the same were in physical form and were lying in the Registered Office premises of the Company hence the same could not be accessed on account of Nationwide Lockdown due to COVID-19 pandemic. The Management has assured us to provide the same soon after the Lockdown is completely lifted and normalcy of Company’s working is resumed.

Batliboi Limited

ANNEXURE ‘I’

1. In respect of agenda for recommendation of re-appointment of Independent Directors of the Company at the meeting of Nomination and Remuneration Committee held on May 24, 2019, there was no adequate quorum present. However, the Board at its meeting held on May 24, 2019 approved the said re-appointment subject to approval of members. The members of the Company had subsequently approved the said re-appointment at the 75[th] Annual General Meeting held on July 31, 2019.

2. Certain Related Party Transactions entered into by the Company have been ratified by the Audit Committee instead of granting prior approval. However, subsequently those transactions have been ratified by the Board of the Directors at respective Board Meetings in accordance with provisions of the Companies Act, 2013. Further, the Management had assured to implement necessary system to ensure non-recurrence of such lapse in future.

3. The Company is required to enter in to agreement with the persons with whom UPSI is shared to maintain confidentiality and non-disclosure obligations. However, the Company has not entered into such confidentiality and non-disclosure agreement(s). It is suggested to execute such agreements hence forth to keep UPSI confidential and also in line with the SEBI regulations. Further, the Management had assured to implement necessary system to ensure non-recurrence of such lapse in future.

4. The Board was required to ensure that the Company maintains structured database containing details of the persons with whom UPSI is shared along with such other details, the same is not complied by the Company. It is therefore suggested to the Board of Company to ensure maintenance of structured digital database with adequate internal controls. Further, the Management had assured to implement necessary system to ensure non-recurrence of such lapse in future.

Annual Report 2019-20

ANNEXURE ‘C’

A. CONSERVATION OF ENERGY

Manufacturing facilities at UDHNA

The steps taken by the company for utilizing alternate sources of energy; LED lights are installed in shop and assembly.

B. TECHNOLOGY ABSORPTION

I. Efforts made towards Technology Absorption:

Company made efforts in introducing new technologies and developed new Products for Machine Tools and Air Engineering.

II. Benefits derived like product improvement, cost reduction, product development or import substitution:

MACHINE TOOLS

New model of Turning Centres, Vertical Machining Centres and Vertical Turning Lathes are designed and introduced in market. This will improve the market share.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year ended 31[st] March, 2020, Foreign Exchange earnings were 1381.17 Lakhs and the Foreign exchange outgo was 202.16 Lakhs.

Batliboi Limited

ANNEXURE ‘D’

Form No. MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON

31[ST] MARCH, 2020

[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:

i. CIN L52320MH1941PLC003494 ii. Registration Date 06/12/1941 iii. Name of the Company BATLIBOI LIMITED iv. Category / Sub-Category of the Company Company limited by shares v. Address of the Registered office and contact details Address: Bharat House, 5[th] Floor, 104, Bombay Samachar Marg, Fort, Mumbai - 400 001. Tel: +91 (22) 66378200/246 Fax: +91 (22) 2267 5601 Email: [email protected] Website: www.batliboi.com vi. Whether listed company Yes vii. Name, Address and Contact details of Registrar and Datamatics Business Solutions Ltd., Transfer Agent, if any Plot No. B-5, Part B Cross Lane, MIDC, Andheri (East), Mumbai 400093. Tel No.: 022-66712151-56 Fax No: 022-66712011 Email: [email protected] Website: www.datamaticsbpm.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No.	Name and Description of main products / services	NIC Code of the Product service	% to total turnover of the company
1	MTU-General Purpose Machine & Computerically Numerically Control Machine	84592930, 84595110, 84595120, 84595130, 84669390	34.78%
2	BTMG-Commission Agents in India for International Textile Machinery Manufacturers and after sale services, Textile ManufacturingService.	46103, 998821	22.20%
3	TAE - ALU Profile, TAE Fan, Part of Fan, Part of Filter & Fiber Compactors and Semi Central Unit	84145930,84799090, 84213920,84145930, 84798920,84213920,	36.54%

Annual Report 2019-20

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.	Queen Projects (Mauritius) Ltd,Les Cascades Building Cavell street, Port Louis Republic of Mauritius	Foreign Company	Subsidiary	100%	2 (87)
2.	Vanderma Holdings Ltd.35,Thekla Lysioti street Eagle Star House, 6th Floor 3030 limassol Cyprus	Foreign Company	Subsidiary	100%	2 (87)
3.	Pilatus View holdings AG, Switzerland C/o Urs Kuchler treuhand AG, brunigstrasse 256055 AlpnachDorf	Foreign Company	Subsidiary	100%	2 (87)
4.	QUICKMILL INC.760 Rye Street, Peterborough, Ontario, Canada K9J 6W9.	Foreign Company	Subsidiary	100%	2 (87)
5.	AESA Air Engineering SA,78 Faubourg des Vosges -BP 80135, 68804, THANN CEDEX - FRANCE	Foreign Company	Subsidiary	70%	2 (87)
6.	AESA Air Engineering Private Limited, 357, 2ndFloor, Patparganj FIE Industrial Estate -Delhi-110092	U74899DL1994PTC063732	Subsidiary	70%	2 (87)
7.	AESA Air Engineering Limited50, Bukit Batok Street 23# 06-16 Midview Building, Singapore 659578	Foreign Company	Subsidiary	70%	2 (87)
8.	AESA Air Engineering Pte Limited #609-611 B&H Plaza, Nanhai Rd, shekou, nanshan District, Shenzhen, China 518067	Foreign Company	Subsidiary	70%	2 (87)
9.	760 Rye Street Inc,760 Rye Street, Peterborough, Ontario, Canada K9J 6W9	Foreign Company	Subsidiary	100%	2 (87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of theyear	No. of Shares held at the beginning of theyear	No. of Shares held at the beginning of theyear	No. of Shares held at the beginning of theyear	No. of the year Shares held at the end of theyear	No. of the year Shares held at the end of theyear	No. of the year Shares held at the end of theyear	No. of the year Shares held at the end of theyear	% Change during
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoter
1) Indian
a) Individual/HUF	13051567	0	13051567	45.45	13051567	0	13051567	45.45	0.00
b) Central Govt	0	0	0	0.00	0	0	0	0.00	0.00
c) State Govt(s)	0	0	0	0.00	0	0	0	0.00	0.00
d) Bodies Corp.	1459000	0	1459000	5.08	1459000	0	1459000	5.08	0.00

Batliboi Limited

Category of Shareholders	No. of Shares held at the beginning of theyear	No. of Shares held at the beginning of theyear	No. of Shares held at the beginning of theyear	No. of Shares held at the beginning of theyear	No. of the year Shares held at the end of theyear	No. of the year Shares held at the end of theyear	No. of the year Shares held at the end of theyear	No. of the year Shares held at the end of theyear	% Change during
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
e) Banks/FI	0	0	0	0.00	0	0	0	0.00	0.00
f) AnyOther..	7000000	0	7000000	24.38	7000000	0	7000000	24.38	0.00
Sub-total(A)(1):-	21510567	0	21510567	74.91	21510567	0	21510567	74.91	0.00
2) Foreign
a) NRIs-Individuals	0	0	0	0.00	0	0	0	0.00	0.00
b) Other- Individuals	0	0	0	0.00	0	0	0	0.00	0.00
c) Bodies Corp.	0	0	0	0.00	0	0	0	0.00	0.00
d) Banks/FI	0	0	0	0.00	0	0	0	0.00	0.00
e) Anyother	0	0	0	0.00	0	0	0	0.00	0.00
Sub-total(A) (2):-	0	0	0	0.00	0	0	0	0.00	0.00
Total shareholding of Promoter (A) =(A)(1) +(A)(2)	21510567	0	21510567	74.91	21510567	0	21510567	74.91	0.00
B. Public shareholding
1. Institutions
a) Mutual Funds	0	0	0	0.00	0	0	0	0.00	0.00
b) Banks/FI	0	800	800	0.00	79	800	879	0.00	0.00
c) Central Govt	0	0	0	0.00	0	0	0	0.00	0.00
d) State Govt(s)	0	0	0	0.00	0	0	0	0.00	0.00
e) Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
f) Insurance Companies	600	0	600	0.00	600	0	600	0.00	0.00
g) FIIs	0	0	0	0.00	0	0	0	0.00	0.00
h) Foreign Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
i) Qualified Foreign investor	0	0	0	0.00	0	0	0	0.00	0.00
j) Others(specify)	0	0	0	0.00	0	0	0	0.00	0.00
Sub-total (B)(1):-	600	800	1400	0.00	679	800	1479	0.00	0.00
2. Non-Institutions
a) Bodies Corp.
i)Indian	557509	28550	586059	2.04	491990	19050	511040	1.78	-0.26
ii)Overseas	0	0	0	0	0	0	0	0	0.00
b) Individuals	0	0	0	0.00	0	0	0	0.00	0.00
i) Individual shareholders holding nominal share capital upto`1 lakh	4340668	512135	4852803	16.90	4353945	501731	4855676	16.91	0.01
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh	824861	0	824861	2.87	901450	0	901450	3.14	0.27
c) Qualified foreign Investor	0	0	0	0.00	0	0	0	0.00	0.00
d) Others(specify)	0	0	0	0.00	0	0	0	0.00	0.00
d-i)NRI Rep	921325	1100	922425	3.21	909320	1100	910420	3.17	-0.04
d-ii)NRI Non –Rept	17468	300	17768	0.06	24951	300	25251	0.09	0.02
d-iii)Foreign bodies	0	0	0	0.00	0	0	0	0.00	0.00
d-iv)Foreign National	0	0	0	0.00	0	0	0	0.00	0.00
Sub-total(B)(2):-	6661831	542085	7203916	25.09	6681656	522181	7203837	25.09	-0.00
Total Public Shareholding (B)=(B) (1)+ (B)(2)	6662431	542885	7205316	25.09	6682335	522981	7205316	25.09	0.00
C. Shares held by Custodian for GDRs & ADRs	0	0	0	0.00	0	0	0	0.00	0.00
Grand Total(A+B+C)	28172998	542885	28715883	100.00	28192902	522981	28715883	100.00	0.00

Annual Report 2019-20

ii. Shareholding of Promoters

Sl. No	Shareholder’s Name	Shareholding at the beginning of theyear	Shareholding at the beginning of theyear	Shareholding at the beginning of theyear	Shareholding at the end of theyear	Shareholding at the end of theyear	Shareholding at the end of theyear	%change in share holding during the year
		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
1.	Bhogilal FamilyTrust	7000000	24.38	0	7000000	24.38	0	0
2.	Nirmal Bhogilal	11729713	40.85	0	11729713	40.85	0	0
3.	Sheela Bhogilal	841022	2.93	0	841022	2.93	0	0
4.	Nirbhag Investments Pvt Ltd	618200	2.15	0	618200	2.15	0	0
5.	Pramaya Shares and Securities Pvt Ltd	600000	2.09	0	600000	2.09	0	0
6.	Kabir Bhogilal	454176	1.58	0	454176	1.58	0	0
7.	Bhagmal Investments Pvt Ltd	240800	0.84	0	240800	0.84	0	0
8.	Maya Bhogilal	18296	0.06	0	18296	0.06	0	0
9.	Chitra Ashokkumar	2680	0.01	0	2680	0.01	0	0
10.	Dharini B. Anand	2680	0.01	0	2680	0.01	0	0
11.	Farah Bhogilal	2000	0.01	0	2000	0.01	0	0
12.	Darshana Bhogilal Gupta	1000	0.00	0	1000	0.00	0	0
	TOTAL	21510567	74.91	0	21510567	74.91	0	0

iii. Change in Promoters’ Shareholding (please specify, if there is no change)

Promoters’ Shareholding	Shareholding at the beginning of theyear	Shareholding at the beginning of theyear	Cumulative Shareholding during theyear	Cumulative Shareholding during theyear
	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
At the beginningof theyear	21510567	74.91	21510567	74.91
Date wise increase/ Sale in No Change promoters’ shareholding during the year specifying the reasons for increase/Sale (e.g. allotment/transfer/bonus/ sweat equity etc.) No Change	No Change	No Change	No Change
At the end of theyear	21510567	74.91	21510567	74.91

Batliboi Limited

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

Sl. No.	For each of the Top 10 Shareholders	Shareholding at the beginning of theyear	Shareholding at the beginning of theyear	Cumulative Shareholding during theyear	Cumulative Shareholding during theyear
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	Paryank Ramesh Shah
	At the beginningof the Year	846970	2.949	846970	2.949
	At the END of the Year	0	0.000	846970	2.949

2.	Smit Sagar Tracon Pvt Ltd
	At the beginningof the Year	135610	0.472	135610	0.472
	At the END of the Year	0	0.000	135610	0.472

3.	YEDLAPALLI VENKATA GANESHWARA RAO
	At the beginningof the Year	89373	0.311	89373	0.311
	Purchase	3497	0.012	92870	0.323
	Purchase	6937	0.024	99807	0.348
	Purchase	3625	0.013	103432	0.360
	Purchase	7226	0.025	110658	0.385
	Purchase	1738	0.006	112396	0.391
	Purchase	0	0.000	112396	0.391

4.	PRANIR ADVISORS LLP
	At the beginningof the Year	110147	0.384	110147	0.384
	At the END of the Year	0	0.000	110147	0.384

5.	SHOBHA JANE PERES BHATT
	At the beginningof the Year	0	0.000	0	0.000
	Purchase	18814	0.066	18814	0.066
	Purchase	30636	0.107	49450	0.172
	Purchase	1975	0.007	51425	0.179
	Purchase	1000	0.003	52425	0.183
	Purchase	7430	0.026	59855	0.208
	Purchase	3232	0.011	63087	0.220
	Purchase	7081	0.025	70168	0.244
	Purchase	236	0.001	70404	0.245
	Purchase	6621	0.023	77025	0.268

Annual Report 2019-20

Sl. No.	For each of the Top 10 Shareholders	Shareholding at the beginning of theyear	Shareholding at the beginning of theyear	Cumulative Shareholding during theyear	Cumulative Shareholding during theyear
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	Purchase	12371	0.043	89396	0.311
	Sale	9414	0.033	79982	0.279
	At the END of the Year	0	0.000	79982	0.279

6.	Chirayush Pravin Vakil
	At the beginningof the Year	60017	0.209	60017	0.209
	Purchase	485	0.002	60502	0.211
	Purchase	5000	0.017	65502	0.228
	At the END of the Year	0	0.000	65502	0.228

7.	Kashmira Manish Mehta
	At the beginningof the Year	59171	0.206	59171	0.206
	At the END of the Year	0	0.000	59171	0.206

8.	Anil Bhavanji Shah
	At the beginningof the Year	54353	0.189	54353	0.189
	At the END of the Year	0	0.000	54353	0.189

9.	Nadir Barjorji Godrej
	At the beginningof the Year	53648	0.187	53648	0.187
	At the END of the Year	0	0.000	53648	0.187

10.	Patel LilabenVasubhai
	At the beginningof the Year	50000	0.174	50000	0.174
	At the END of the Year	0	0.000	50000	0.174

11.	Naga Raja Rao Somanchi
	At the beginningof the Year	64785	0.226	64785	0.226
	Sale	64785	0.226	0	0.000
	At the END of the Year	0	0.000	0	0.000

Note: The shares of the Company are traded on a daily basis and hence the date-wise increase/decrease in shareholding are not indicated.

Batliboi Limited

v. Shareholding of Directors and Key Managerial Personnel:

Sl. No.	For each of the Directors and KMP	Shareholding at the beginning of theyear	Shareholding at the beginning of theyear	Cumulative Shareholding during theyear	Cumulative Shareholding during theyear
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	Mr. Nirmal Bhogilal(Whole Time Director)
	At the beginingof theyear	11729713	40.85	11729713	40.85
	At the End of theyear	0	0.00	11729713	40.85

2.	Mrs. Sheela Bhogilal(Director)
	At the beginningof theyear	841022	2.93	841022	2.93
	At the End of theyear	0	0.00	841022	2.93

3.	Mr. Ameet Hariani(Director)
	At the beginningof theyear	0	0.00	0	0.00
	At the End of theyear	0	0.00	0	0.00

4.	Mr. Vivek Sharma(Managing Director)
	At the beginningof theyear	0	0.00	0	0.00
	At the End of theyear	0	0.00	0	0.00

5.	Mr. Subodh Bhargava(Director)
	At the beginningof theyear	0	0.00	0	0.00
	At the End of theyear	0	0.00	0	0.00

6.	Mr. E.A.Kshirsagar(Director)
	At the beginningof theyear	0	0.00	0	0.00
	At the End of theyear	0	0.00	0	0.00

7.	Mr. George Verghese(Director)
	At the beginningof theyear	0	0.00	0	0.00
	At the End of theyear	0	0.00	0	0.00

8.	Mr. Vijay R. Kirloskar
	At the beginningof theyear	0	0.00	0	0.00
	At the End of theyear	0	0.00	0	0.00

Annual Report 2019-20

Sl. No.	For each of the Directors and KMP	Shareholding at the beginning of theyear	Shareholding at the beginning of theyear	Cumulative Shareholding during theyear	Cumulative Shareholding during theyear
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	Key Managerial Personnel(KMP’s)

9.	Mr. Ketan Vyas(CFO)
	At the beginningof theyear	0	0.00	0	0.00
	At the End of theyear	0	0.00	0	0.00

10.	Mr. Ganpat Sawant(Company Secretary)
	At the beginningof theyear	0	0.00	0	0.00
	At the End of theyear	0	0.00	0	0.00

V. INDEBTEDNESS

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

	Secured Loans excluding deposits	Unsecured	Deposits	Total
Loans
Indebtedness
Indebtedness at the beginningof the financialyear
i) Principal Amount	1815.79	3460.01	-	5275.80
ii)Interest due but notpaid	-	125.96	-	125.96
iii)Interest accrued but not due	-	-	-	-
Total(i+ii+iii)	1815.79	3585.98	-	5401.77
Change in Indebtedness during the fnancial year
- Addition	-	693.72	-	693.72
- Reduction	132.66	-	-	132.65
Net Change	(132.66)	693.72	-	561.07
Indebtedness at the end of the fnancial year
i)Principal Amount	1683.14	4209.70	-	5892.84
ii)Interest due but notpaid	-	70.00	-	70.00
iii)Interest accrued but not due	-	-	-	-
Total(i+ii+iii)	1683.14	4279.70	-	5962.84

Batliboi Limited

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

Sl. No.	Particulars of Remuneration	Name of MD/WTD/ Manager	Name of MD/WTD/ Manager	Total Amount
		Mr. Nirmal Bhogilal (Whole-Time Director)	Mr. Vivek Sharma (Managing Director)
		01.04.2019 to 31.03.2020	01.04.2019 to 31.03.2020
1.	Gross salary
	(a) Salary as per provisions contained in section 17(1)of the Income -tax Act,1961	3633704	11760000	15393704
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	541296	2562000	3103296
	(c) Profits in lieu of salary under section 17(3) Income- tax Act,1961
2.	Stock Option	0	0	0
3.	Sweat Equity	0	0	0
4.	Commission
	- as % ofprofit	0	0	0
	- others,specify…	0	0	0
5.	Retirement benefits & Annuity	150000	576000	726000
6.	Total(A)	4325000	15198000	19223000

B. Remuneration to other directors:

Particulars of Remuneration	Name of Directors	Name of Directors	Name of Directors	Name of Directors	Name of Directors	Total Amount
	Mr. Vijay Kirloskar	Mr. E.A. Kshirsagar	Mr. George Verghese	Mr. Subodh Bhargava	Mr. Ameet Hariani
Independent Directors
• Fee for attending board/ committee meetings	15000	110000	60000	110000	120000	415000
• Commission
• Other, please specify
Total(1)	15000	110000	60000	110000	120000	415000
Other Non-Executive Directors	Mrs. Sheela Bhogilal
• Fee for attending board/ committee meetings
• Commission
• Other, please specify	45000					45000
Total(2)	45000					45000
Total(B)=(1+2)	60000	110000	60000	110000	120000	460000
Total Managerial Remuneration	60000	110000	60000	110000	120000	460000

Annual Report 2019-20

C. Remuneration to Key Managerial Personnel Other than MD /Manager /WTD

Sl. No.	Particulars of Remuneration	CS	CFO
		Mr. Ganpat Sawant	Mr. Ketan Vyas
		01.04.2019 to 31.03.2020	01.04.2019 to 31.03.2020
1.	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income -tax Act,1961	759326	4459403
	(b)Value ofperquisites u/s 17(2)Income-tax Act, 1961		32400
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
2.	Stock Option		-
3.	Sweat Equity		-
4.	Commission
	- as % ofprofit		-
	- others,specify…		-
5.	Others(PF,Gratuityetc.)	21600	140472
6.	Total	780926	4632275

VII PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority[RD /NCLT/Court]	Appeal made. If any(give details)
A. Company
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment	NIL	NIL	NIL	NIL	NIL
Compounding	NIL	NIL	NIL	NIL	NIL
B. Directors
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment	NIL	NIL	NIL	NIL	NIL
Compounding	NIL	NIL	NIL	NIL	NIL
C. Other Offcers In Default
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment	NIL	NIL	NIL	NIL	NIL
Compounding	NIL	NIL	NIL	NIL	NIL

Batliboi Limited

ANNEXURE ‘E’

Disclosure pursuant to Section 197 (12) of Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the year 2019-20:

Name of the Directors	Nature of Directorship	Ratio	Percentage increase in remuneration
Mr. Nirmal Bhogilal	Chairman & Whole-Time Director	11.82:1	-
Mr. Vivek Sharma	ManagingDirector	41.55:1	-
Mr. E. A. Kshirsagar	Non-Executive Independent Director	-	-
Mr. Subodh Bhargava	Non-Executive Independent Director	-	-
Mr. Ameet Hariani	Non-Executive Independent Director	-	-
Mrs. Sheela Bhogilal	Non-Executive Non Independent Director	-	-
Mr. George Verghese	Non-Executive Independent Director	-	-
Mr. V.R. Kirloskar	Non-Executive Independent Director	-	-
Mr. Ketan Vyas	Chief Financial Officer	NA	8.44%
Mr. Ganpat Sawant	CompanySecretary	NA	-

The percentage increase in the median remuneration of employees in the financial year : 4.57 %
The number of permanent employees on the rolls of company : 356
Affirmation that the remuneration is as per the remuneration policy of the company:
The remuneration is as per the remuneration policy of the company.

For and on behalf of the Board of Directors

Vivek Sharma Managing Director (DIN 01541498)

Place : Mumbai Date : 18.07.2020

Annual Report 2019-20

Weather such employee is a relative of any director or manager of the company, if so name of the director or manager	Yes Kabir Bhogilal (Son of Nirmal Bhogilal & Sheela Bhogilal)	NO	Yes Nirmal Bhogilal & Sheela Bhogilal (Parents of Kabir Bhogilal)	NO	NO	NO	NO	NO	NO	NO
the percent of equity shares held by the employee in the company with the meaning of clause (iii) of sub rule (2)	1,17,29,713 Shares (40.85%)	NIL	4,54,176 Shares (1.58%)	NIL	NIL	NIL	NIL	NIL	NIL	NIL
The last employment held by such employee before joining the company	-	Yamazaki Mazak India.	Associates Consultant	Arcelor Mittal Projects	Kilburn Enginnering	New standard Engg.	-	Prakash Cottan Mill	-	Aesa Air Engineering Private Limited
Age of em- ployee	71	57	39	44	59	60	59	55	62	48
Date of Commence- ment of Employment	01/01/1984	01/02/2016	01/08/2007	16/05/2017	02/01/2003	03/12/1990	29/11/1999	22/01/1990	18/10/1982	01/08/2018
Total Experi- ence. (years)	47	32	16	18	35	39	36	33	37	23
Qualifcation and Experience of the employee	BSC. Engg. London University ACGI	B.E.(Electrical), M.Tech (Aircraft Prod Engineer)	B.A	B Com.(1996) / CA(1999) / MBA (Finance)(2012)	B.Tech [Aeronautical] (1985) / P-G Dip. in Mktg. Mgt.(1995) / Dip. in International Trade(1988)	B Tech. (Textile) (1982)	B Tech. (Textile) (1983)	Dip. in Engg. (Textile) (1986)	BE Mechanical	BE Electronics, Diploma in Management
Nature of Employment Weather contractual or otherwise	As per agreement	As per agreement	Permenant	Permenant	Permenant	Permenant	Permenant	Permenant	Permenant	Permenant
Remuneration received In`	43,25,000.00	1,51,98,000.00	41,01,293.00	46,32,275.00	55,99,989.00	30,51,110.00	22,29,750.00	37,42,699.00	21,92,628.00	30,17,871.00
Designation of the Employee	Chairman	Managing Director	CXO-Corporate Strategy	CFO	CEO-TAE	Vice President- BTMG	General Manager	CEO-BTMG	Vice President- MTU	Vice President- TAE
Name Of the Employee	NIRMAL BHOGILAL	VIVEK SHARMA	KABIR BHOGILAL	KETAN VYAS	DANIEL VAZ	RAKESH BAGGA	AHUJA JAI GOPAL	SIDHAM A.V.	K M DHILAWALA	MANISH KAPOOR
Sr. No	1	2	3	4	5	6	7	8	9	10

Batliboi Limited

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management of Batliboi Limited presents the analysis of performance of your Company for the year ended 2019-20 and its outlook for the future. This outlook is based on assessment of the current business environment and the expectations, estimates and projections of the Directors and Management of the Company. It may vary due to future economic and political development, both in the Indian and international economies and due to other factors beyond control.

A. PERFORMANCE AND OUTLOOK

Batliboi Textile Engineering Group

Business Structure

The Textile Engineering Group comprises of Textile Machinery and Air Engineering.

Air Engineering Division is a leading manufacturer of complete systems for humidification and waste collection for Textile Spinning, Weaving and Knitting plants.

Textile Machinery Division supplies high quality imported and indigenous machinery from leading global manufacturers to the Spinning, Knitting, Processing and Garmenting Sectors.

Air Engineering Group:

Industry structure and developments

The Spinning industry is already faced with over supply and hence project spends by players are few and most are having a wait and watch approach. Due to fewer projects, the competitive situation is getting worse and continues to put our margins under pressure.

Opportunities and threats

Opportunities:

We are in a niche market catered to by 2 - 3 players and our experience and standing with over 25 years in the business, puts us in a good position. Air Engineering is expanding into other than Textile areas viz. Food, Tobacco and Tyres.

Threats:

The industry’ growth does not lend itself to predictable movements and is cyclical but also aperiodic. Further, due to the limited size of the market, it is very competitive with players willing to lower margins to win contracts.

Outlook

With the Covid-19 Pandemic, the economic outlook is unpredictable. We have a healthy order book for H1 and are currently looking at modernisation, retrofit, spares, auto controls etc. to provide revenue for the coming year. There are a few large projects and we are hopeful of managing our revenue and bottom line for the current FY.

Risks and concerns

Due to growing competition for limited business, the market price levels are becoming tough and could impact margins.

Textile Machinery Group

The Division did well in 19-20. Major contributor was Knitting followed by Spinning and Processing.

In the coming fiscal, due to Covid-19, capital goods industry would be largely affected. We expect the margins to come under pressure due to low order booking.

Annual Report 2019-20

The focus will be on developing new areas of direct trading products viz. consumables and new Principals for Technical Textile, Home Textiles machinery markets.

Opportunities, Threats and Outlook:

Opportunities:

Expected investments in areas of Technical textile, Home textiles, Active wear for both domestic market as well export opportunities.
Increased focus on high productive automated sustainable technologies.

Threats:

Worldwide slow-down due to pandemic situation and investment decisions will be deferred
• Weak demand

Outlook:

In given situation we expect demand for capital goods will be weak, we remain cautiously optimistic in fast changing market situation.

2. Batliboi Machine Tool Group (BMTG)

Business Structure

The Machine Tool Group is engaged in manufacturing, selling/trading, and servicing of various types of metal forming and metal cutting machine tools.

Manufacturing: Batliboi manufactures CNC machines viz. Turning Centers, Vertical Machining Center, Vertical Turning Lathes and Double Column Machining Centers.

Trading: The Company is also engaged as an agency house representing various overseas reputed companies from Czech Republic, Belgium, Italy, Germany, South Korea, China and Taiwan as well local manufacturers of Metal Cutting and Metal Forming machine tools.

Developments and Performance

The CNC machines market contracted in 19-20 as compared to previous year. The division was also affected but not as severely as the market and other players. This is a good sign of our machines acceptance in the market.

Opportunities, Threats & Outlook

The slowdown of economy due to Covid-19 is a major concern. The post Covid-19 revival of the Machine Tool demand could be faster than expected because of the cyclic nature of market, which had sluggish last year.

3. Quickmill Inc.

Business Structure

Your Company’s wholly owned subsidiary is head quartered in Peterborough, Canada and is engaged in manufacture and sale of large size Gantry, Drilling and Milling Machines. Its customers are mainly from Energy, Structural Steel & Job Shop manufacturing sectors.

Developments & Performance

The company entered into new technology area of 5-axes machining.

The company made profit and its performance was satisfactory.

Batliboi Limited

Opportunities, Threats & Outlook

The pending order booking is healthy and the company is expected to its make head way due to introduction of new Product in post Covid-19 scenario.

4. AESA Air Engineering SA

Your Company’s subsidiary AESA is headquartered in France with active subsidiaries in China and Singapore. It is engaged in the business of Air Conditioning and filtration in textile, tobacco, non-woven and glass industries.

Business Structure, Developments and Performance

The company had made loss in 2019-20. Due to Covid-19, the business activity was severely impacted in China starting in Jan-20 and subsequently in all other offices.

Opportunities, Threats & Outlook

In Jul-20, due to the crippling impact of Covid-19 pandemic, the company has decided to initiate ‘Redressement Judiciaire’ under the relevant French Law.

B. HUMAN RESOURCES / INDUSTRIAL RELATIONS

The total number of employees in the Company was 356 as on 31[st] March, 2020 (190 Employees in Udhana factory including union employees).

During the year under review, industrial relations in the factory were cordial and pro-active and all employees and Union supported productivity and process improvement measures undertaken at all the functions of the Company.

The Company has in place Health, Safety and Environment policy for Udhna operations. The same is reviewed by the Board from time to time and appropriate actions are taken as directed.

Sr No	Details of Training In Year 2019-20	Dates
1	General Health Talk	18.04.2019
2	Material Run Test. Process M/C Test, SPC & SQC,5-s	07.05.2019
3	Revision of Latest Version Excel Training	05.07.2019
4	Revision of Latest Version Excel Training	06.07.2019
5	SafetyAwarness, Industrial Safaety& Health	22.08.2019
6	Health & Safety	20.09.2019
7	ColoudySysterm,ERP,5-s FMBA(NetSuit)	16.12.2019
8	First Aid,Health & Safety	16.01.2020
9	SafetyAwarness,Industrial Safaety& Health	18.02.2020

Annual Report 2019-20

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance for the financial year ended 31[st] March, 2020 containing, inter-alia, the matters as specified in Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is presented hereunder:

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance helps to serve corporate purposes by providing a framework within which stakeholders can pursue the objectives of the organization most effectively. The Company’s philosophy on Corporate Governance is aimed at strengthening the confidence of the shareholders in the Company and building a long term relationship of trust with them by maintaining transparency and periodical disclosures. The Company believes in maintaining high standards of quality and ethical conduct in its operations.

The Company’s Philosophy on Corporate Governance envisages the attainment of the high level of transparency and accountability in the functioning of the Company and the conduct of its business internally and externally, including its interaction with employees, shareholders, deposit-holders, creditors, consumers, institutional and other lenders and places due emphasis on regular compliance.

2. BOARD OF DIRECTORS

The Board of Directors (the “Board”) of the Company is broad-based and consists of eminent individuals from industry, management, technical, financial, and legal field. The Company is managed by the Board of Directors in co-ordination with the Senior Management team. The composition and strength of the Board is reviewed from time to time for ensuring that it remains aligned with statutory as well as business requirements.

The Board comprises of an optimum combination of Executive, Non - Executive, Independent and Women Director as required under Companies Act, 2013 and Listing Regulations. As on 31[st] March, 2020, the Board comprises of eight (8) Directors, out of which Five (5) are Non - Executive Independent Directors, one (1) is non - executive woman director and two (2) are Executive Directors. The Chairman of the Board is an Executive Director.

The Composition, category, other Directorships and Committee memberships held by them are as under:

Name of Director	Category	*Directorship(s) held in other Indian Public Ltd Companies including Batliboi Ltd	*No. of* membership of Board Committees**	*No. of Board* Committees for which Chair-person**	No. of Shares held
Mr. Nirmal Bhogilal (DIN: 00173168)	Promoter/Executive/ Chairman	3	3	1	11729713
Mr.Vivek Sharma (DIN: 01541498)	Executive/Managing Director	2	1	0	-
Mr. Subodh Bhargava (DIN: 00035672)	Non-Executive/ Independent	3	1	0	-
Mr. Ameet Hariani (DIN: 00087866)	Non-Executive/ Independent	7	4	2	-
Mr.Eknath Kshirsagar (DIN: 00121824)	Non-Executive/ Independent	4	0	4	-

Batliboi Limited

Name of Director	Category	*Directorship(s) held in other Indian Public Ltd Companies including Batliboi Ltd	*No. of* membership of Board Committees**	No. of Shares held
Mrs. Sheela Bhogilal (DIN: 00173197)	Promoter/ Non- Executive	2	0	841022
Mr. George Verghese (DIN: 00173251)	Non-Executive/ Independent	2	0	-
Mr.Vijay R Kirloskar (DIN: 00031253)	Non-Executive/ Independent	4	1	-

Note: *Excludes directorship in Private Companies, foreign companies, companies incorporated under Section 8 of the Companies Act, 2013 and alternate directorships.

**For the purpose of considering the limit of Committee Memberships and Chairmanships of a Director, Audit Committee and Stakeholders Relationship Committee of Public Companies have been considered including Batliboi Limited. Committee Membership(s) & Chairmanship are counted separately.

Name of other listed entities where Directors of the Company are Directors and the category of Directorship:

Sr. No	Name of Director	Name of listed entities in which the concerned Director is a Director	Category of Directorship
1	Mr. Nirmal Bhogilal (DIN: 00173168)	Solara Active Pharma Sciences Ltd	Non-Executive Independent Director
		Eimco Elecon(India)Ltd	Non-Executive Independent Director
2	Mr.Vivek Sharma (DIN: 01541498)	-	-
3	Mr. Subodh Bhargava (DIN: 00035672)	Larsen & Toubro Ltd.	Non-Executive Independent Director
4	Mr. Ameet Hariani (DIN: 00087866)	Ras Resorts & Apart Hotels Ltd.	Non-Executive Independent Director
		Mahindra Lifespace Developers Ltd.	Non-Executive Independent Director
5	Mr.Eknath Kshirsagar (DIN: 00121824)	Hawkins Cookers Ltd.	Non-Executive Independent Director
		JM Financial Ltd.	Non-Executive Independent Director
6	Mrs. Sheela Bhogilal (DIN: 00173197)	-	-
7	Mr. George Verghese (DIN: 00173251)	-	-
8	Mr.Vijay R Kirloskar (DIN: 00031253)	MRF Ltd	Non-Executive Independent Director
		Kirloskar Electric CompanyLtd	Executive Director-Chairperson

No Director is inter-se, related to any other director on the Board except Mr. Nirmal Bhogilal and Mrs. Sheela Bhogilal, who are related to each other as spouse. No Director holds directorship in more than 20 companies or in more than 10 public companies.

Annual Report 2019-20

Attendance of each Director at the Board Meetings and the Last Annual General Meeting.

During the year ended 31[st] March, 2020, Four (4) Meetings of the Board of Director were held respectively on 24[th ] May, 2019, 31[st] July, 2019, 08[th] November, 2019 and 12[th] February, 2020.

Details of attendance of the directors at Board Meeting held in F.Y. 2019-20 and last Annual General Meeting held on 31[st] July, 2019.

Sr. No.	Name of Director	No. of Board Meetings attended	AGM held on 31st July, 2019
1.	Mr. Nirmal Bhogilal	4	Present
2.	Mr. Vivek Sharma	4	Present
3.	Mr. Ameet Hariani	4	Present
4.	Mr. EknathKshirsagar	4	Present
5.	Mr. Subodh Bhargava	4	Present
6.	Mr.George Verghese	4	Present
7.	Mrs.Sheela Bhogilal	3	Present
8.	Mr. VijayR Kirloskar	1	Absent

Skills / Expertise / Competencies of the Board of Directors

The following is the list of core skills / expertise / competencies identified by the Board of Directors as required in the context of the Company’s business and that the said skills are available with the Board Members:

i) Knowledge on Company’s businesses, policies and culture (including the Mission, Vision and Values), major risks / threats and potential opportunities and knowledge of the industry in which the Company operates
ii) Behavioral skills - attributes and competencies to use their knowledge and skills to contribute effectively to the growth of the Company

iii) Business Strategy, Sales & Marketing, Corporate Governance, Forex Management, Administration, Decision Making,

iv) Financial and Management skills
v) Technical / Professional skills and specialized knowledge in relation to Company’s business

Batliboi Limited

Given below is a list of core skills, expertise and competencies of the individual Directors:

Sr. No.	Name of Director	Knowledge on Company’s businesses, policies and culture knowledge of the industry	Behavioral skills	Business Strategy, Sales & Marketing, Corporate Governance, Forex Management, Administration, Decision Making,	Financial and Management	Technical / Professional skills
1.	Mr. Nirmal Bhogilal	√	√	√	√	√
2.	Mr. Vivek Sharma	√	√	√	√	√
3.	Mr. Ameet Hariani	√	√	√	√	√
4.	Mr. EknathKshirsagar	√	√	√	√	√
5.	Mr. Subodh Bhargava	√	√	√	√	√
6.	Mr. George Verghese	√	√	√	√	√
7.	Mrs. Sheela Bhogilal	√	√	√	√	√
8.	Mr. VijayR Kirloskar	√	√	√	√	√

Board procedures

Before each meeting, the Company sends to the Board of Directors, Agenda for the meeting, along with Minutes of Board/ Committee meetings, comprehensive notes and information which is material for facilitating effective discussion and decision making at their meetings. Apart from this, financial MIS containing details of annual operating plans, budgets, updates, capital expenditure budgets and updates and other material information is presented as set out in Regulation 17 read with Part A of Schedule II of Listing Regulations to the Board and the Board Committees. The same are reviewed at length by the Board.

3. INDEPENDENT DIRECTORS

Independent Directors play an important role in the governance process of the Board. They bring together their expertise and experience on the deliberations of the Board which enriches the decision making process of the Board with different point of view and experiences and prevents conflict of interest in the decision making process.

The Independent Directors of the Company have been re-appointed for the consecutive period of five years commencing from 1[st] August, 2019 except Mr. George Verghese have been appointed for the consecutive period of five years commencing from 9[th] August, 2016. All the Independent Directors have furnished declarations stating that they meet the criteria of independence aslaid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management. The terms and conditions for appointment of independent directors and a sample letter of appointment issued tothem areposted on the Company’s website: www.batliboi.com.

Familiarization Program for Independent Directors:-

The Company familiarises its independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.The Company

Annual Report 2019-20

has also formulated a policy on Familiarisation Program for Independent Director which is published on the website of the Company and can be accessed through the website www.batliboi.com.

Meeting of Independent Directors:-

The meeting of Independent Directors was held on 12[th] February, 2020 inter-alia to,

Review the performance of Non - independent directors and Board of director as a whole; including committees of the Board.
Review the performance of the Chairperson.
Assess the quality, quantity and timeliness of flow of information between management and board of directors;

Mr. Eknath Kshirsagar, Mr. Ameet Hariani, Mr. Subodh Bhargava, Mr. Vijay Kirloskar and Mr. George Verghese were present in the meeting.

Assessment of Independent directors was shared with the Chairman of the Board, who had one to one feedback session with them.

4. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

Audit Committee of the Company comprises of three Independent Directors. The Company Secretary of the Company acts as a Secretary to the Committee. The Composition of the Audit Committee and the details of meetings attended by the Committee members during the financial year ended 31[st] March, 2020 are given below:

Sr. No.	Name of the Member	Nature of membership	No. of Meetings during the fnancial Year 2019-2020	No. of Meetings during the fnancial Year 2019-2020
			Held	Attended
1.	Mr. E. A. Kshirsagar	Chairman	4	4
2.	Mr. Subodh Bhargava	Member	4	4
3.	Mr. Ameet Hariani	Member	4	4

The Committee invites the Managing Director, Whole Time Director, Chief Financial officer Statutory Auditor and Internal Auditor to attend the meeting. The members of the Audit Committee are financially literate and have experience in financial management. During the year ended 31[st] March, 2020, four (4) Audit Committee meetings were held on 24[th] May, 2019, 31[st] July, 2019, 08[th] November, 2019 and 12[th] February, 2020. The Company Secretary acts as the Secretary to the Audit Committee.

The terms of reference of the Audit Committee includes the following:

Overseeing the Company’s financial reporting process and the disclosure of its financial Information to ensure that the financial statements arecorrect, sufficient and credible;
Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

Batliboi Limited

Reviewing, with the management, the annual financial statements and auditors’ report thereon before submission to the board for approval, with particular reference to:
a. Matters required being included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Act.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliancewith listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions;
g. Modified opinion(s) in the draft audit report;
Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
Reviewing and monitoring the auditor‘s independence and performance, and effectiveness of audit process;
Approval or any subsequent modification of transactions of the listed entity with related parties;
Scrutiny of inter-corporate loans and investments;
Valuation of undertakings or assets of the listed entity, wherever it is necessary;
Evaluation of internal financial controls and risk management systems;
Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
Discussion with internal auditors of any significant findings and follow up there on;
Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern;
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
To review the functioning of the whistle blower mechanism;

Annual Report 2019-20

Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
To carry out any other function as is mentioned in the terms of reference of the audit committee.

The Audit committee shall mandatorily review the following information:

(1) Management discussion and analysis of financial condition and results of operations;
(2) Statement of significant related party transactions (as defined by the audit committee), submitted by management;
(3) Management letters/ letters of internal control weaknesses issued by the statutory auditors;
(4) Internal audit reports relating to internal control weaknesses; and
(5) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
(6) Statement of deviations:
- (a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
- (b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7).
Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments existing as on the date of coming into force of this provision

B. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is governed by the provisions of Regulation 20 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The terms of reference of the Committee includes the following:

(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
(2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entity In respect of various services being rendered by the Registrar & Share Transfer Agent.
(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

The Committee consists of three members and is chaired by a Non-Executive Independent Director.

Batliboi Limited

Composition and meetings attended:

The Composition of the Committee and the number of meetings attended by the Committee members during the year ended 31[st] March, 2020 are given below:

Sr. No.	Name of the Member	Designation	No. of Meetings during the fnancial Year 2019-20	No. of Meetings during the fnancial Year 2019-20
			Held	Attended
1.	Mr. Ameet Hariani	Chairman	4	4
2.	Mr. Nirmal Bhogilal	Member	4	4
3.	Mr. Vivek Sharma	Member	4	4

During the year ended 31[st] March, 2020, Four (4) Stakeholders Relationship Committee meetings were held. The days on which the said meetings were held are as follows:

10[th] May, 2019, 22[nd] July, 2019, 18[th] October, 2019 and 30[th] January, 2020

Statement of various complaints received and resolved during the financial year 2019-20 is as follows:

Nature of Complaint	Opening balance as on April 01, 2019	Received during the year.	Resolved during the year	Closing Balanceas on March 31, 2020
Non receipt of share certificates sent for Transfer, Demat, Deletion of name, Transmission, Transposition, Consolidation of folios & Share certificates / Non Receipt of Exchange certificates/dividend warrants	NIL	7	7	NIL

Compliance Officer:

Mr. Ganpat Sawant, Company Secretary of the Company acts as the Compliance Officer of the Company.

C. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three Independent Directors.

The Composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below:

Sr. No.	Name of the Member	Designation	No. of Meetings held during the fnancial Year 2019-20	No. of Meetings held during the fnancial Year 2019-20
			Held	Attended
1.	Mr. E. A. Kshirsagar	Chairman	1	1
2.	Mr. Subodh Bhargava	Member	1	1
3.	Mr. VijayR. Kirloskar	Member	0	0

During the year ended 31[st] March, 2020, One (1) Nomination and Remuneration Committee meetings were held on 24[th] May, 2019.

Annual Report 2019-20

The broad terms of reference of the nomination and remuneration committee includes:

Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommending a policy to the Board, relating to the remuneration for the Directors, Key Managerial Personnel and other employees
Devise a policy on Board diversity.
Formulation of criteria for evaluation of performance of independent directors and the board of directors;
Recommend to the Board appointment of Key Managerial Personnel (“KMP” as defined by the Act) and executive team members of the Company (as defined by this Committee).
Oversee familiarization programmes for directors.
Grant of stock option to the eligible employees
Administering the Employee Stock option Plan of the Company.
Exercising the powers and performing the duties as prescribed under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Nomination & Remuneration Policy

The Nomination and Remuneration policy was revised on 30[th] January, 2016 in line with Part D schedule II of SEBI (Listing Obligation & disclosure Requirements) Regulations, 2015

The compensation of the Managing Director, Chairman and Key Managerial Personnel is recommended by the Nomination & Remuneration Committee and is approved by the Board. It isdirected towards rewarding performance based on review of achievements.

The Main objective of the Nomination & Remuneration policy is:

Determining qualifications, positive attributes required for appointment of Directors, Key Managerial Personnel and Senior Management and also the criteria for determining the independence of a Director;
Appointment, tenure, removal/retirement of Directors, Key Managerial Personnel and Senior Management;
Determining remuneration (fixed and performance linked) payable to the Directors, Key Managerial Personnel and Senior Management; and
Evaluation of the performance of the Board and its constituents. The key principles governing this Remuneration Policy are, as follows:

Employees Stock Option Plan

Pursuant to the resolution passed by the members at the Extra-Ordinary General Meeting held on 13[th] December, 2011, the Company had formulated Employees Stock Option Plan (ESOP) with a view to encourage the employees to participate in the growth of the Company. Out of 28,68,255 options reserved under the ESOP, the Nomination and Remuneration Committee had granted 22,50,000 Options and 1,08,334 options lapsed which were added back to the option reserved under ESOP. Option to be vested in future as on 31[st] March, 2020 is 5,66,667. No shares have been allotted under ESOP in the Financial Year 2019-20.

Batliboi Limited

Criteria of making payment to Non-Executive Directors of the Company

Company only pays sitting fees to its Non-Executive Directors (NEDs).Sitting Fees for attending Board Meeting and various Committee Meetings of the Company:

Particulars	Board Meeting	Audit Committee Meeting and Nomination and Remuneration Committee	Stakeholders Relationship Committee and Executive Committee
SittingFees	`15,000\|`10,000	`5,000

The Company also reimburses out of pocket expenses incurred by the Directors for attending meetings.

Pecuniary Relationship with the Non-Executive Directors:

None of the Non-Executive Directors has any pecuniary relationship or transaction with the Company.

Details of Remuneration and Sitting fees paid to the Directors during the financial year ended 31[st] March, 2020 are given below:-

Details of Remuneration and Sitting fees paid to the Directors during the financial year ended 31stMarch, 2020 are given below:-	Details of Remuneration and Sitting fees paid to the Directors during the financial year ended 31stMarch, 2020 are given below:-	Details of Remuneration and Sitting fees paid to the Directors during the financial year ended 31stMarch, 2020 are given below:-	Details of Remuneration and Sitting fees paid to the Directors during the financial year ended 31stMarch, 2020 are given below:-	Details of Remuneration and Sitting fees paid to the Directors during the financial year ended 31stMarch, 2020 are given below:-	Details of Remuneration and Sitting fees paid to the Directors during the financial year ended 31stMarch, 2020 are given below:-	Details of Remuneration and Sitting fees paid to the Directors during the financial year ended 31stMarch, 2020 are given below:-
(Figures in`)
Name of the Director	Salary including perquisite*	Benefts	Commission	Sitting Fees	Total	Service contract/ Notice \period/ Severance fees
Mr. Nirmal Bhogilal	3783704	541296	-	-	4325000	Five years contract and Notice Period Six months.
Mr. Vivek Sharma	12336000	2562000	-	-	15198000	Five years contract and Notice Period Six months.
Mr. Vijay Kirloskar	-	-	-	15000	15000	For a term of five consecutiveyears.
Mr. Eknath Kshirsagar	-	-	-	110000	110000	For a term of upto five consecutiveyears
Mr. Subodh Bhargava	-	-	-	110000	110000	For a term of upto five consecutiveyears.
Mr. Ameet Hariani	-	-	-	120000	120000	For a term of upto five consecutiveyears.
Mr. George Verghese	-	-	-	60,000	60,000	For a term of upto five consecutiveyears.
Mrs. Sheela Bhogilal	-	-	-	45,000	45,000	Liable to retire by rotation.

The perquisites include retirement benefits also.

Performance Evaluation of the Independent Directors

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Board has carried out the annual performance evaluation of independent directors in the Board meeting held on 18[th] July, 2020 A structured questionnaire was prepared after taking inputs received from the Directors, covering various aspects of the Board’s

Annual Report 2019-20

functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance for the performance evaluation of Independent directors.

D. EXECUTIVE COMMITTEE

The Composition of the Committee and the number of meetings attended by the Committee members during the year ended 31[st] March, 2020 are given below:

Sr. No.	Name of the Member	Designation	No. of Meetings during the fnancial Year 2019 - 20	No. of Meetings during the fnancial Year 2019 - 20
			Held	Attended
1.	Mr. Nirmal Bhogilal	Chairman	14	14
2.	Mrs. Sheela Bhogilal	Member	14	13
3.	Mr. Vivek Sharma	Member	14	12
4.	Mr. K. K. Shah	Member	14	14

During the year ended 31[st] March, 2020, Fourteen (14) Executive Committee meetings were held.The days on which the said meetings were held are as follows:

01[st] April, 2019, 09[th] May, 2019, 24[th] May, 2019, 27[th] June, 2019, 11[th] July, 2019, 01[st] August, 2019, 31[st] August, 2019, 17[th] September, 2019, 03[rd] October, 2019, 05[th] November, 2019, 30[th] November, 2019, 03[rd] January, 2020, 11[th] February, 2020 & 07[th] March, 2020.

Terms of Reference of the Executive Committee:

a. To borrow money / Inter - Corporate Deposits.
b. To grant loans or give guarantee or provide security in respect of loans
c. To give authorization to execute/register the agreement/document of any nature
d. To issue Specific Power of Attorney
e. To authorize to appear, file, submit, execute any prescribed document/agreement to statutory/regulatory/judicial or equivalent authorities
f. To allot shares and issue share certificates
g. To authorize to apply/execute for any kind of regulatory/statutory licenses/approvals.
h. To authorize to transfer unpaid dividend to IEPF
i. To authorize officials to appear before court / tribunal or any other authority on behalf of the company.
j. Any other matter which can be delegated to the Executive Committee

The Committee consists of three members and is chaired by Executive Director.

Batliboi Limited

5. GENERAL BODY MEETINGS:

Location and time, where last three Annual General Meetings were held are given below:

Financial Year	Date	Location of the Meeting	Time
2018-19	31stJuly, 2019	Maharashtra Chamber of Commerce, Industry & Agriculture, Babasaheb Dahanukar Hall, Oricon House, 6thFloor, 12, K Dubhash Marg, Kala Ghoda, Fort, Mumbai – 400001	3.00 P.M
2017-18	10thAugust, 2018	Walchand Hirachand Hall, 4thFloor, Indian Merchant Chamber, Churchgate,Mumbai-400020	3.00 P.M
2016-17	29thJune, 2017	Walchand Hirachand Hall, 4thFloor, Indian Merchant Chamber, Churchgate,Mumbai-400020	11.00 A.M

During the year under review, following Special Resolutions were passed:
Special Resolution for Re-appointment of Mr. Ameet Hariani (DIN:00087866) as an Independent Director of the Company for a term w.e.f. 1[st] August, 2019 upto 31[st] July, 2024.
Special Resolution for Re-appointment of Mr. Eknath Kshirsagar (DIN:00121824) as an Independent Director of the Company for a term w.e.f. 1[st] August, 2019 upto 31[st] July, 2024.
Special Resolution for Re-appointment of Mr. Subodh Bhargava (DIN:00035672) as an Independent Director of the Company for a term w.e.f. 1[st] August, 2019 upto 31[st] July, 2024.
Special Resolution for Re-appointment of Mr. Vijay Kirloskar (DIN:00031253) as an Independent Director of the Company for a term w.e.f. 1[st] August, 2019 upto 31[st] July, 2024.
No Extraordinary General Meeting was held during the period under review.
In the year 2018-19, following resolutions were passed by way of Postal Ballot:
Special Resolution for continuation of Mr. E. A. Kshirsagar as Non-Executive, Independent Director of the Company aged 75 years and above, from 01[st] April, 2019 till the completion of his present term (i.e. up to 31[st] July, 2019).
Special Resolution for continuation of Mr. Subodh Bhargava as Non-Executive, Independent Director of the Company aged 75 years and above, from 01[st] April, 2019 till the completion of his present term (i.e. upto 31[st] July, 2019).
Special Resolution for continuation of Mr. Nirmal Bhogilal as Chairman & Whole Time Director upon attaining the age of 70 years on May 14, 2019.
Special Resolution for revision in terms of Remuneration of Mr. Vivek Sharma, Managing Director of the Company.

Annual Report 2019-20

6. MEANS OF COMMUNICATION:

The quarterly, half-yearly and annual results are uploaded on the stock exchange website and also on the website of the Company www.batliboi.com. The results are also published in newspaper as under:

Year Ended 31stMarch 2020	The Free Press Journal and Navshakti
Quarter / Nine Months ended 31stDecember, 2019	The Free Press Journal and Navshakti
Quarter / Halfyear ended 30thSeptember, 2019	The Free Press Journal and Navshakti
Quarter Months ended 30thJune, 2019	The Free Press Journal and Navshakti

Website of the Company;

The separate section of investor relation on the Company’s website www.batliboi.com has been provided, where information on quarterly, half yearly and yearly compliances are available. The Annual Report is also available on website of the Company.

7. GENERAL SHAREHOLDER INFORMATION:

i) Annual General Meeting : Date and Time: 03[rd] September, 2020 at 03:00 p.m. Though video conferencing ii) Financial Year : 12 months ended 31[st] March, 2020 iii) Dividend Payment date : N.A iv) Stock Exchange : BSE Limited P. J. Towers, Dalal Street, Mumbai - 400001. v) Stock Code : 522004 vi) Registered Office : Bharat House, 5[th] Floor, 104, Bombay Samachar Marg, Fort, Mumbai – 400 001. vii) Date of Book Closure : Friday, 28[th] August, 2020 to Thursday, 03[rd] September, 2020 viii) Listing : Company’s Equity shares are listed on BSE Ltd.P. J. Towers, Dalal Street, Mumbai - 400001. : The Company has paid Annual Listing fees to BSE Limited and Annual Custodian fees to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited CDSL for the Financial Year ended 31[st] March, 2020. ix) Demat ISIN Number in NSDL / CDSL : INE 177C01022 for Equity Shares. x) Scores : The Company is registered with SEBI

Batliboi Limited

xi) Market Price Data

: During the year ended 31[st] March, 2020, the highest market price and the lowest price for the Company’s equity shares of face value of ` 5/- recorded on BSE Ltd. were as follows:

Price Range

Price Range	Price Range	Price Range
Rate (`)
BSE Month	High Price	Low Price
April,2019	15.9	14
May,2019	16.95	13
June,2019	16.45	12.75
July,2019	17	12.86
Aug,2019	12.99	8.5
Sept,2019	11.9	9.16
Oct,2019	10.5	8.75
Nov,2019	12.39	8.5
Dec,2019	10.75	9
Jan,2020	11.25	9.4
Feb,2020	12.5	9.28
Mar,2020	10.2	4.56

Monthly high low (BSE)

==> picture [456 x 246] intentionally omitted <==

Annual Report 2019-20

xii) Distribution of Shareholding as on 31[st] March, 2020

Sr. No.	Shares Range	Shares Range	Shares	% To Capital	No. Of Holders	% to total
	From	To
1	1	1000	2014996	7.02	9944	91.99
2	1001	2000	614972	2.14	387	3.58
3	2001	4000	643791	2.24	221	2.04
4	4001	6000	513854	1.79	101	0.93
5	6001	8000	215313	0.75	31	0.29
6	8001	10000	306866	1.07	33	0.31
7	10001	20000	831314	2.90	56	0.52
8	20001	And above	23574777	82.10	37	0.34
	TOTAL	28715883	100.00	10810	100.00

xiii) Shareholding Pattern as on 31[st] March 2020 (Face Value ` 5/-)

Category	No. of Shares	%
Promoter and Promoters Group	2,15,10,567	74.91
Financial Institution / Banks	879	0.00
Insurance Companies	600	0.00
Bodies Corporate	5,11,040	1.78
Foreign Investors(FIIs/NRIs/OCBs/Foreign Bank/ Foreign Corporate Bodies)	935671	3.26
Directors and their Relatives	0	0.00
Public	57,57,126	20.05
Total	2,87,15,883	100.00

xiv) Registrar and Transfer Agents : Datamatics Business Solution Ltd., Plot No. A/16 &17, MIDC Part B, Cross Lane, Marol, Andheri (East) Mumbai 400093. Tel no: 66712151 to 56

xv) Share Transfer System : Transfer of Shares held in Physical form is processed by Datamatics Business Solution Ltd and approved by the Managing Director or the Company Secretary pursuant to powers delegated by the Board of Directors.

xvi) Dematerialization of Shares : The Shares of the Company have been put on Compulsory Demat. As on 31[st] March 2020, 1.82% shares are in physical form.

xvii) Outstanding GDR/ ADR : NIL xviii) Commodity price risk or foreign exchange risk and hedging activities : NO

Batliboi Limited

xix) Plant Location : P. O. Fateh Nagar, Surat Navsari Road, Udhna 394 220. xx) Address for Correspondence : Bharat House, 5[th] Floor 104, Mumbai Samachar Marg Fort, Mumbai - 400001. Email id:- [email protected] Telephone: 66378200 / 256 Fax : +91 (22) 22675601 Email id:- [email protected] Website:- www.batliboi.com

8. OTHER DISCLOSURES:

a. Disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity at large;

All the transactions entered during the financial year 2019-20 were in ordinary course of business and pricing was done on arms length basis.

The Audit Committee, during the financial year 2019-20 has approved the related party transaction along with granting omnibus approval in line with the related party policy approved.

The Audit Committee reviews on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approval granted. Pursuant to the Regulation 23 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Company has formulated a policy on Related Party Transaction which is published on the website of the Company at www.batliboi.com.

There were no materially significant transactions with related parties during the year which were in conflict with the interest of the Company. Suitable disclosure has been made in the notes to the financial statements.

b. Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years;

There were no strictures or penalties were imposed on the Company by the Stock Exchange or the board or any statutory authority, on any matter related to Capital Market.

c. Details of establishment of vigil mechanism, whistle blower policy, and affirmation that no personnel has been denied access to the audit committee;

With a view to maintain the high standards of transparency in Corporate Governance and in compliance with the Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), the Company has adopted Whistle blower policy and effective vigil mechanism system.

The Whistle blower mechanism enables employees and Directors to raise their concerns about any malpractice, impropriety or abuse at an early stage and in the right way, without fear of victimization, subsequent discrimination or disadvantage. The policy is intended to encourage and enable the employees and Directors to raise concerns within the Company than overlooking the issues keeping the organizations’ interest in mind. The details of the policy are posted on the website. www.batliboi.com.

A Committee has been constituted which looks into the complaints raised and has not received any complaint for the financial year 2019-20. The Committee reports to Audit Committee and the Board.

Annual Report 2019-20

d. Subsidiary Companies

The Company has 9 subsidiaries and two are operational subsidiaries, Quickmill. Inc, Canada and AESA Air Engineering SA, France.

Pursuant to the Regulation 24 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) the Company has adopted a policy for determining “material subsidiary” which is published on the website of the Company at www.batliboi.com.

Further the Audited Annual Financial Statements of Subsidiary Companies are tabled at the Audit Committee and Board Meetings of the Company and the Copies of the Minutes of the Board Meetings of Subsidiary are tabled at the subsequent Board Meeting of the Company.

e. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements;

The Company has complied with all the applicable mandatory requirements relating to Corporate Governance under the Listing Regulations.

The status of adoption of Non - mandatory requirement provided under Schedule II (E) of the Listing Regulation is as below;

i. The Board

This Clause is not applicable to the Company as the Chairman of the Board is an Executive Director.

ii. Shareholder Rights

The Company publishes its quarterly/half yearly and annual financial results in English and Marathi newspapers. The financial results and significant events, if any, are communicated by the Company to the Stock Exchanges and are also uploaded on its website i.e. www.batliboi.com.

iii. Modified opinion(s) in audit report

The Auditors report is with unmodified opinion.

iv. Separate posts of Chairman and Chief Executive Officer (CEO)

The Company is having Executive Chairman Mr. Nirmal Bhogilal and Mr. Vivek Sharma as Managing Director.

v. Reporting of Internal Auditor

The Company has appointed M/s CNK & Associates LLP, Chartered accountant as internal Auditor of the Company report directly to the Audit Committee of the Company

f. The Company has laid down the procedures to inform Board Members about the risk assessment and minimization procedures. The Board is periodically informed about business and other risks and its minimization procedures. Further there are no disclosures to be made with regards to commodity price risks and commodity hedging activities.
g. The Quarterly Report on Corporate Governance Report, Statement of Investor Complaints, Shareholding pattern and financial results are posted on the Company’s website www.batliboi.com

Batliboi Limited

h. A certificate from a Company Secretary in practice has been received stating that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI/Ministry of Corporate Affairs or any such statutory authority.
i. During the year, details of fees paid/payable to the Statutory Auditors and all entities in the network firm/ network entity of which the Statutory Auditor is a part, by the Company and its subsidiaries, are given below:

below:	below:	below:	below:
(in Lakhs)
Particulars	By the Company*	By the Subsidiaries*	Total Amount
Audit Fees	78.17	-	78.17
Tax Matters	0.64	-	0.64
Certification	4.08	-	4.08
Reimbursement	1.41	-	1.41
Other Services	11.60	-	11.60
Total	95.92	-	95.92

*The above fees are exclusive of applicable tax.

j. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with the applicable provisions of the aforesaid Act and the Rules framed thereunder, including constitution of the Internal Complaints Committee (ICC). 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 and the same is available on the Company’s website at www.batliboi.com.

Status of complaints as on 31[st] March 2020:

Number of complaints filed during the financial year
Number of complaints disposed off during the financial year
Number of complaints pending at the end of the financial year

: NIL : NIL : NIL

k. The Company has complied with all the requirements of corporate governance as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.

9. PREVENTION OF INSIDER TRADING

The Securities and Exchange Board of India (SEBI) notified SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 which came into effect from 01[st] April, 2019. Pursuant thereto, the Board of Directors of the Company has approved and adopted a new Code of Conduct for Prevention of Insider Trading which is posted on Company’s website at www.bataliboi.com.

This code prohibits the purchase or sale of Company’s shares by the Director’s, designated employees and connected persons, while in possession of unpublished price sensitive information in relation to the Company when the trading window is closed.

All the Board of Directors, designated employees and connected persons have affirmed their compliance with the Code.

Annual Report 2019-20

10. CEO / CFO CERTIFICATION:

The MD and the CFO of the Company have submitted their Compliance Certificate to the Board of Directors in terms of Regulation 17(8) of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) which is provided in this report.

11. RISK MANAGEMENT

The Company has procedures to inform Board of Directors about risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through the means of properly defined framework.

12. COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

As required by Schedule V of the Listing Regulations, the Auditor certificate on corporate governance is attached to this report.

13. RECONCILIATION OF SHARE CAPITAL AUDIT

As required by the Securities & Exchange Board of India (SEBI), quarterly audit of the Company’s share capital is being carried out by an independent external auditor with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physical form, with the issued and listed capital. The Reconciliation of Share Capital Audit Report in terms of Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 obtained from M/s. Jayshree Dagli and Associates, Practicing Company Secretaries, Mumbai is filed with BSE Limited within the time specified in the regulations and is also placed before the Board of Directors for their noting.

14. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all the Board Members and Senior Management of the Company which is posted on the website of the Company. As per the requirement of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) the Board Members and Senior Management have affirmed compliance with the Code of Conduct.

The Code lays down the standard of conduct which is expected to be followed by the Directors and by the employees in their business dealings and in particular on matters relating to integrity in work place, in business practices and in dealing with stakeholders.

For and on behalf of the Board of Directors

VIVEK SHARMA

Managing Director (DIN: 01541498)

Batliboi Limited

To

The Board of Directors, Batliboi Limited

CERTIFICATE (Pursuant to Regulation 17(8) of SEBI (LODR), Regulations, 2015)

We, the undersigned in our respective capacities as Managing Director and the Chief Financial Officer of Batliboi Limited (“the Company”) to the best of our knowledge and belief hereby certify that:

a. We have reviewed the financial statements and the cash flow statement for the financial year ended 31[st] March, 2020 and that to the best of our knowledge and belief, we state that:
i. these statements do not contain any materially untrue statement or omit any material fact or contain any 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.
b. We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company during the year, which are fraudulent, illegal or violative to the Code of Conduct adopted by the Company.
c. We hereby declare that all the members of the Board of Directors have confirmed compliance with the Code of Conduct of the Company.
d. We are responsible for establishing and managing internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to the financial reporting of the Company and we have disclosed to the Auditors and Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or proposed to take to rectify these deficiencies.
e. We have indicated, based in our most recent evaluation, wherever applicable, to the Auditors and the Audit Committee:
i. Significant changes, if any, in internal control over financial reporting during the year;
ii. Significant changes, if any, in the accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
iii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having significant role in the Company’s internal control system over the financial reporting.

Yours Faithfully,

For Batliboi Limited For Batliboi Limited

Vivek Sharma Ketan Vyas Managing Director Chief Financial Officer

Place : Mumbai Date : 18.07.2020

Annual Report 2019-20

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To the Members The Batliboi Limited.

INDEPENDENT AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

This certificate is issued in accordance with the terms of our engagement with The Batliboi Limited. (‘the Company’).
We have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on 31st March 2020, as per Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 (the ‘Listing Regulations’).

MANAGEMENTS’ RESPONSIBILITY

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

Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring 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.
We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards 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.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC), Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

OPINION

Based on our examination of the relevant records and according to the 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 stipulated in Regulation 17 to 27, clauses (b) to (i) of Regulation 46(2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 (the ‘Listing Regulations’) subject to certain related party transactions entered into by the Company have been ratified by the Audit Committee instead of granting prior approval. However, subsequently those transactions have been ratified by the Board of the Directors at respective Board Meetings in accordance with provisions of the Companies Act, 2013. The management had assured to implement necessary system to ensure non-recurrence of such lapse in future.

Batliboi Limited

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Mukund M. Chitale & Co

Chartered Accountants Firm Reg. No. 106655W

A. V. Kamat

Partner M. No. - 039585 Place: Mumbai Date: 18th July 2020 UDIN: 20039585AAAAFG3359

Annual Report 2019-20

INDEPENDENT AUDITOR’S REPORT

To the Members of Batliboi Limited

Report on the Audit of the Standalone Ind AS Financial Statements

1. Opinion

We have audited the Standalone Ind AS financial statements of Batliboi Limited (“the Company”), which comprise the Balance Sheet as at 31[st] March 2020, and the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the Standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

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 Companies Act, 2013 (“the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31[st] March , 2020, the loss and total other comprehensive income, changes in equity and its cash flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on Standalone Ind AS financial statements.

3. Emphasis of Matter

We draw attention to Note 37 of the standalone financial statement, as regards the management’s assessment of the financial impact due to restrictions and conditions related to COVID-19 pandemic situation, for which a definitive assessment of the impact in the subsequent period is highly dependent upon circumstances as they evolve.

Our Opinion is not modified in respect of this matter.

4. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements of the current year. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Batliboi Limited

We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No.	Key Audit Matter	Auditor’s Response
1.	Evaluation of Impairment of Investment made in Subsidiary – The Company has made investment in equity and preference shares of its wholly owned subsidiary Queen Project Mauritius Limited. It had impaired the investment in the subsidiary on the date of transition to Ind AS in view of the losses in its subsidiaries. The management has tested the impairment of its investment in subsidiaries as per Ind AS 109 -Financial Instruments as on 31stMarch 2020. Based on internal analysis and estimation of the projected cash flow. The Company has not made any further impairment to the carrying amount of the investment value as on 31stMarch 2020.	We have followed the following audit procedures to test the impairment of investment and checked the recognition, measurement and disclosure in respect of the same – a) Focused our testing on the impairment of investment in subsidiary and the key assumptions and estimates made by management. b) Audit procedures included an assessment of the controls over the impairment assessment process, evaluated the design of internal controls relating to the testing of impairment of assets and also tested the operating effectiveness of the aforesaid controls. c) Obtained understanding of management’s estimation of recoverable amount of investment in subsidiary which have been determined by value in use. d) Verified and tested the future projected cash flow estimated by management to determine the value in use and recoverable amounts including assessment of the key cash flow assumptions based on historical performance and industry information. e) Assessed the appropriateness of the recognition, measurement and related disclosures of investment in Queens Projects Mauritius Limited.
2)	Physical Inventory verification at year end – During the year, the management of the Company has done physical verification of the inventory and as on 31stMarch 2020 the physical verification of inventory was carried out subsequent to year end due to restrictions and lockdown imposed amid outbreak of COVID -19.	We have followed the following audit procedures: a) We have performed alternative procedures which includes reviewing the reports of cyclical counts performed by the management during the year, roll forward procedures, checking the documentation with respect to purchase, consumption and sale of inventory if any, to audit the existence of Inventory as per the guidance provided in SA-501 – “Audit Evidence Specific Consideration for Selected Items” and have obtained sufficient audit evidence. b) During the year, the management of the Company had carried out physical verification of inventory and for inventory as on 31stMarch 2020 verification was carried out subsequent to the year end. We have relied on the physical verification reports shared by the management for all the locations where the physical verification was conducted subsequent to the year end. c) We have also performed analytical procedures for reasonableness of the value of stock at theyear end.

Annual Report 2019-20

	3)	Evaluation of Contingent Liabilities – The Company has disclosed the contingent liability on account of sales tax, excise duty, TDS and claims not acknowledged as debts made in courts against the company relating to various business operations and human resource cases. The management has applied significant judgment to determine the possible outcome of these disputes and no provision relating to these liabilities has been taken in the financial statement as on 31stMarch 2020. Refer note 24 of the Standalone Ind AS Financial Statements for disclosure of Contingent Liabilities.	We have followed the following audit procedures: a) Evaluated the design and tested the operating effectiveness of the relevant controls, through combination of procedures involving inquiry and observation, reperformance and inspection of evidence in respect of operation of these controls to assess how the Company monitors the disputed tax liabilities, court cases, related developments and their assessment of the potential impact on the Company. b) For uncertain disputed taxes and court cases, obtained details of tax assessments, appeal order, court status, court orders and demands from management. c) Evaluated the management’s underlying assumptions of the validity and adequacy of provisions for uncertain disputed taxes, court cases and evaluating the basis of determination of the possible outcome of the disputes. Also considered legal precedence and other rulings and read, where applicable, external advice sought by the Company for these uncertain disputed taxes, court cases and reviewed related correspondence in evaluating management’s position on these uncertain disputed taxes and court cases.

5. Information other than the Standalone Ind AS financial statements and Auditor’s report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Directors Report, Corporate Governance Report and Management Discussion and Analysis, but does not include the Standalone Ind AS financial statements and our auditor’s report thereon. The Annual report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the Standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information included in the above reports, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance and determine the actions under the applicable laws and regulations.

6. Responsibilities of Management and Those Charged with Governance 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 financial position, financial performance, changes in equity and cash flows of the Company in accordance with the Ind AS and accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the

Batliboi Limited

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.

In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

7. Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standard on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Ind AS financial statements.

As part of an audit in accordance with Standard on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Standalone Ind AS financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Annual Report 2019-20

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

8. Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ‘Annexure A’ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
ii) 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 of Standalone Ind AS financial statements.
b) In our opinion, proper books of account as required 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 including Other Comprehensive Income, the Statement of Cash Flow and 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 specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on 31[st] March, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on 31[st] March, 2020 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 of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) 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:

Batliboi Limited

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – Refer Note 24 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; and
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For Mukund M. Chitale & Co Chartered Accountant Firm Reg. No. 106655W

A. V. Kamat

Place : Mumbai Date : 18[th] July 2020

(Partner) M. No. – 039585 UDIN - 20039585AAAAFD6762

Annual Report 2019-20

Annexure A to the Independent Auditor’s Report

Annexure referred to in para 8(i) of the Independent Auditors’ Report of even date to the members of Batliboi Limited on the Standalone Ind AS financial statements for the year ended 31[st] March 2020, we report that;

i) a) As per information and explanations given to us, the Company has maintained proper Fixed Assets Register, including quantitative details and situation of fixed assets.
b) As per information and explanations given to us the Fixed Assets have been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable having regard to the size of the operations of the Company and on the basis of explanations received no material discrepancies were noticed during the verification.
c) According to the information and explanation given to us and the records of immovable properties of land and building verified by us, we report that title deed of immovable property are held in the name of Company.
ii) As per information and explanations given to us, during the year the management of the Company has carried out physical verification of inventory. For inventory as on 31[st] March 2020 the management was unable to carry out physical verification of inventory on 31[st] March 2020 due to restrictions imposed amid outbreak of COVID -19. The management had carried out the physical verification of inventory as on 31[st] March 2020 subsequent to year end. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and nature of its business. As informed to us, the discrepancies noticed on verification between the physical stocks and the book records were not material and have been appropriately dealt with.
iii) According to the information and explanations given to us, the Company has not granted any loans or advances, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act. Accordingly, the clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.
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 in respect of loans, investments, guarantees, and security.
v) The Company has not accepted any deposits from the public within the meaning of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under.
vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1) (d) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
vii) a) According to the records of the Company, during the year there have been delays on several occasions in depositing undisputed statutory dues such as provident fund, investor education and protection fund, employee’s state insurance, income tax, goods and service tax, duty of customs, cess and other statutory dues applicable to the Company with the appropriate authorities for certain part of the year. There were no undisputed amounts payable which are outstanding as on 31[st] March 2020 for a period of more than six months from the date they became payable.
b) There are no dues of income tax, sales tax, service tax and duty of excise which have not been deposited on account of any dispute except the amount mentioned in the table given below :

Batliboi Limited

Name of the Statute	Nature of Dues	Disputed Amount (In Lakhs)	Period to which it pertains	Forum where pending
Sales Tax Act of various states (Refer Note Below)	Sales Tax	65.23	F.Y. 1987 to F.Y. 2000	Sales Tax Appellate/ Revisiona Authority-up to Commissioner Level
	Sales Tax	53.08	--------“---------	Sales Tax Appellate Tribunal
Central Excise Act 1941 (Refer Note Below)	Excise Duty	2.47	F.Y 1995-97	Central Excise Appellate Tribunal
Income Tax Act 1961	TDS	115.36	Prior to F.Y. 2015- 16 to F.Y. 2019-20	Reflecting on TDS CPC website
Total Rs		236.14

Note - The Company has filed appeals against the respective order and has paid Rs. 40.40 Lakhs against the dispute.

viii) According to the records of the Company examined by us and information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank.
ix) The Company has not raised any money from public and also has not taken any term loan during the year.
x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Standalone Ind AS financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.
xi) According to the information and explanations given to us and based on verification of records, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii) As the company is not a Nidhi company clause 3(xii) of the Order are not applicable to the Company.
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 Section 177 and 188 of the Act and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.
xiv) 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 records of the Company examined by us and information and explanations given to us, the company has not entered into non cash transactions with the directors or persons connected with them.
xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For Mukund M. Chitale & Co Chartered Accountant Firm Reg. No. 106655W

A. V. Kamat (Partner) Place : Mumbai M. No. – 039585 Date : 18[th] July 2020 UDIN - 20039585AAAAFD6762

Annual Report 2019-20

Annexure B to the Independent Auditor’s Report

Annexure referred to in para 8(ii)(f) to the Independent Auditor’s Report of even date to the members of Batliboi Limited on the Standalone Ind AS financial statements for the year ended 31[st] March, 2020.

Report on the Internal Financial Control 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 Batliboi Limited (“the Company”) as of 31[st ] March, 2020 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. 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.

Auditors’ 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 Act, 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 system 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 judgement, including the assessment of the risks of material misstatement of the Standalone Ind AS 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 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 Standalone Ind AS 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 Standalone Ind AS financial statements in

Batliboi Limited

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the Standalone Ind AS 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 31[st] March , 2020, 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 Mukund M. Chitale & Co Chartered Accountant Firm Reg. No. 106655W

A. V. Kamat

Place : Mumbai Date : 18[th] July 2020

(Partner) M. No. – 039585 UDIN - 20039585AAAAFD6762

Annual Report 2019-20

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Batliboi Limited

BALANCE SHEET AS AT 31ST MARCH, 2020

		(`In Lakhs)
Particulars Notes	As at 31-Mar-20	As at 31-Mar-19
ASSETS 1 Non-current assets (a) Property, Plant and Equipment 5 (b) Capital work-in-progress 5 (c) Right of use assets 6 (d) Other Intangible assets 5 (e) Intangible Assets under development 5 (f) Financial Assets i. Investments 7 ii. Trade receivables 8.1 iii. Loans 8.2 (g) Other non-current assets 8.3 Total Non current Assets 2 Current assets (a) Inventories 9.1 (b) Financial Assets i. Trade receivables 9.2 ii. Cash and cash equivalents 9.3 iii. Bank balances other than (ii) above 9.4 iv. Loans 10.1 v. Others 10.2 (c) Current Tax Assets (Net) 10.3 Total current Assets 3 Non Current Asset Held for Sale 11 Total Assets EQUITY AND LIABILITIES 1 Equity (a) Equity Share capital 12.1 (b) Other Equity 12.2 Total Equity LIABILITIES 2 Non-current liabilities (a) Financial Liabilities i. Borrowings 13.1 ii. Lease Liability 34 iii. Trade payables Total outstanding dues of micro enterprises and small enterprises ( 13.2 Total outstanding dues of creditors other than micro enterprises and small enterprises 13.2 iv. Other financial liabilities 13.3 (b) Provisions 13.4 (c) Deferred tax liabilities (Net) 14 Total Non-current liabilities 3 Current liabilities (a) Financial Liabilities i. Borrowings 15.1 ii. Lease Liability 34 iii. Trade payables (a) Total outstanding dues of micro enterprises and small enterprises 15.2 (b) Total outstanding dues of creditors other than micro enterprises and small enterprises 15.2 (b) Other current liabilities 15.3 (c) Provisions 15.4 Total Current liabilities Total Equity and Liabilities		19,083.03 9.07 - 7.28 - 611.96 200.36 3.13 106.26

	18,838.13
	9.47
	116.40
	7.17
	12.97

	598.04
	212.13
	1.44
	110.01
	19,905.76	20,021.09
		2,247.70 1,096.99 16.94 87.28 8.30 217.29 77.02
	1,904.58

	1,069.39
	41.57
	91.99
	7.96
	376.19
	50.04
	3,541.72	3,751.52
	1,779.39	1,779.39
	25,226.87	25,552.00
		1,435.79 11,640.06

	1,435.79
	10,893.01
	12,328.80	13,075.85
		2,620.14 - - 534.66 230.82 386.77 1,416.91


	3,351.91
	83.18

	-
	480.81
	182.88
	436.62
	1,183.08
	5,718.48	5,189.30
		3,318.88 - 86.03 2,064.47 1,715.35 102.12

	2,752.66
	47.44

	34.58
	1,768.92
	2,516.77
	59.22
	7,179.59	7,286.85
	25,226.87	25,552.00

The Notes on Accounts form integral part of Financial Statements 1 to 38

As per our report of even date

For Mukund M. Chitale & CO. Chartered Accountants Firm Reg. No : 106655W

A.V. Kamat (Partner) M. No. 039585 Place : Mumbai Date : 18[th] July, 2020

For and On Behalf of the Board of Directors

NIRMAL BHOGILAL KETAN VYAS Chairman Chief Financial Officer DIN No. 00173168

VIVEK SHARMA GANPAT SAWANT Managing Director Company Secretary DIN No. 01541498

Annual Report 2019-20

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2020

		(`In Lakhs)
	Particulars Notes	Year ended 31-03-2020 Year ended 31-03-2019
I II III IV V VI VII VIII IX X XI XII	INCOME Revenue From Operations 16 Other Income 17 Total Income (I+II) EXPENSES Cost of materials consumed 18.1 Purchases of Stock-in-Trade 18.2 Changes in inventories of finished goods, Stock-in -Trade and work-in-progress 18.3 Employee benefits expense 19 Finance costs 20 Depreciation and amortization expense 5 & 6 Other expenses 21 Total expenses (IV) Proft/(loss) before exceptional items and tax (III-IV) Exceptional Items Proft/(loss) before tax (V-VI) Tax expense: (1) Current tax (2) Earlier year tax (3) Deferred tax credit / (charge) 14 Proft (Loss) for the year Other Comprehensive Income A (i) Items that will not be reclassified to profit or loss (ii) Income tax relating to items that will not be reclassified to profit or loss 14 B (i) Items that will be reclassified to profit or loss (ii) Income tax relating to items that will be reclassified to profit or loss Total Comprehensive Income for the year (IX+X) (Comprising Proft (Loss) and Other Comprehensive Income for the year) Earnings per equity share: 28 (1) Basic (2) Diluted	10,930.18 11,641.85 495.10 446.14
		11,425.28 12,087.99
		4,183.93 5,104.45 1,710.94 1,674.74 171.64 (224.45) 2,584.75 2,413.50 731.28 561.28 346.49 300.05 2,680.08 2,979.66
		12,409.11 12,809.23
		(983.83) (721.24) - - (983.83) (721.24) - - 0.46 0.15 230.87 1,431.52
		(752.50) 710.43
		(11.39) (38.33) 2.96 9.97 - - - -
		(760.93) 682.07
		(2.62) 2.47 (2.62) 2.47

The Notes on Accounts form integral part of Financial Statements 1 to 38

As per our report of even date

For Mukund M. Chitale & CO. Chartered Accountants Firm Reg. No : 106655W

A.V. Kamat (Partner) M. No. 039585

For and On Behalf of the Board of Directors

NIRMAL BHOGILAL

KETAN VYAS

Chairman

Chief Financial Officer

DIN No. 00173168

VIVEK SHARMA

GANPAT SAWANT Company Secretary

Managing Director DIN No. 01541498

Place : Mumbai Date : 18[th] July, 2020

Batliboi Limited

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2020

A) Equity Share Capital

( ` In Lakhs)

		(`In Lakhs)
Particulars	Note	Amounts
As at 1st April 2018		1,435.79
Changes in EquityShare capital duringtheyear		-
As at 31st March 2019		1,435.79
Changes in EquityShare capital duringtheyear		-
As at 31st March, 2020	12.1	1,435.79

B) Other Equity

( ` In Lakhs)

Particulars	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus
	Capital Reserve	Capital Redemp- tion Reserve	Securities Premium	General Reserve	Employee Stock Option Reserve	Invest- ment Al- lowance Reserve	Other Compre- hensive Income	Retained Earnings	Total
As at 1st April 2018	25.00	160.60	396.59	1,162.92	36.61	63.05	(20.70)	9,120.54	10,944.61
Profit / (Loss) for theyear	-	-	-	-	-	-	-	710.43	710.43
Accrual of Employee Conpensation cost	-	-	-	-	13.38	-	-	-	13.38
Total Comprehensive Income for theyear	-	-	-	-	-	-	(28.36)	-	(28.36)
As at 31st March 2019	25.00	160.60	396.59	1,162.92	49.99	63.05	(49.06)	9,830.97	11,640.06
Profit / (Loss) for theyear	-	-	-	-	-	-	-	(752.50)	(752.50)
Accrual of Employee Conpensation cost	-	-	-	-	13.88	-	-	-	13.88
Total Comprehensive Income for theyear	-	-	-	-	-	-	(8.43)	-	(8.43)
As at 31st March 2020	25.00	160.60	396.59	1,162.92	63.87	63.05	(57.49)	9,078.47	10,893.01

The Notes on Accounts form integral part of Financial Statements 1 to 38

As per our report of even date

For and On Behalf of the Board of Directors

For Mukund M. Chitale & CO.

Chartered Accountants Firm Reg. No : 106655W

NIRMAL BHOGILAL

KETAN VYAS

Chairman Chief Financial Officer DIN No. 00173168

A.V. Kamat (Partner) M. No. 039585

VIVEK SHARMA Managing Director DIN No. 01541498

GANPAT SAWANT Company Secretary

Place: Mumbai Date : 18[th] July, 2020

Annual Report 2019-20

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020

||||(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|---|
||Year Ended
31-Mar-20||Year Ended
31-Mar-19||
|I.
CASH FLOW ARISING FROM OPERATING
ACTIVITIES:
Net Proft / (Loss) Before Tax and Exceptional
Items
Add Back:
a) Depreciation
b) Interest Expense
c) Interest on Lease Liability
d) Loss on Sale/Disposal of Assets
e) Bad Debts
f) Provision for Doubtful Debts/Advances
g) Gratuity and Leave Encashment Provision
h) Foreign Exchange Loss
i) Employee Stock Option Reserve
Deduct:
a) Income from Investments /(Dividend)
b) Interest Income
c) Unclaimed Credit Balances Appropriated
d) Profit on Sale/ Disposal of Assets
e) Foreign Exchange Gains
Operating
Proft
Before
Working
Capital
Changes
Add/ Deduct :
a) Decrease/ (Increase) in Inventories
b) Decrease/ (Increase) in Trade Receivables and
Advances
c) Decrease/ (Increase) in Other Current Assets
d) Increase/ (Decrease) in Trade and Other
Payables
Income Taxes Paid / (Refund)
Net Cash Infow / (Outfow) from Operations (A)
II.
CASH FLOW ARISING FROM INVESTING
ACTIVITIES:
a) Interest Income
b) Proceeds from Sale of Fixed Assets
c) Investment in Foreign Subsidiary
d) Acquisition of Fixed Assets
e) Decrease/ (Increase) in Bank Deposits
f) Income from Investments /(Dividend)
Net Cash Infow / (Outfow) in Course of
Investing Activities(B)|||300.05
490.86
-
6.71
57.24
29.94
69.82
16.05

13.38|(721.24)

984.05

297.48|
|||(983.83)|||
||||||
||346.49||||
||616.86||||
||18.67||||
||4.66||||
||38.86||||
||42.89||||
||71.78||||
||-||||
||13.88|
1,154.09|||
||||0.60
25.46
268.81
2.61

-||
||0.60||||
||6.61||||
||208.16||||
||3.50||||
||0.75|
219.62|||
|||(49.36)|(493.48)
249.04
(6.54)

362.60|(34.67)|
|||||

111.62|
||343.12||||
||
(63.15)||||
||(148.73)||||
||
74.22|
205.46|||
|||156.10|

7.99
4.08
(22.42)
(81.46)
-
0.60|76.95|
|||(27.45)||15.39|
|||183.55||61.56|
|||||

(91.21)|
||6.61||||
||8.30||||
||-||||
||(60.96)||||
||(4.71)||||
||0.60|
(50.16)|||
|||(50.16)||(91.21)|

Batliboi Limited

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020

||(**In Lakhs)**|**(**In Lakhs)|(`In Lakhs)|
|---|---|---|---|
||Year Ended
31-Mar-20
Year Ended
31-Mar-19|||
|III. CASH FLOW ARISING FROM FINANCING
ACTIVITIES:
a) Proceeds from/ (Repayment of) in Long Term
Borrowings
b) Proceeds from/ (Repayment of) in Short Term
Borrowings
c) Payment of Lease Liability (including interest on
lease liability)
d) Interest Paid
Net Cash Infow / (Outfow) in Course of
Financing Activities (C)
Net Increase / (Decrease) in Cash / Cash
Equivalents (A+B+C)
Add: Cash/Cash Equivalents at the beginning of
the year
Cash/ Cash Equivalents at the end of the year
Consists of:
Cash in Hand
Bank Balance
Closing Cash at the end of the year||
(4.23)
507.50
-
(108.76)
(475.47)|

27.80|
||
1,198.09|||
||
(566.22)|||
||
(67.80)|||
||(672.83)|||
|||(108.76)
24.63
16.94
41.57
10.78
30.79
41.57|27.80|
||||(1.85)
18.79|
|||||
||||16.94|
||||12.47
4.47|
|||||
|||||
||||16.94|

Note - 1

As required by Ind AS 7 ‘”Statement of Cash Flows”, reconciliation between opening and closing balances in the balance sheet for libilities arising from financing activities is given in note 36 of the financial statements.

The Notes on Accounts form integral part of Financial Statements 1 to 38

As per our report of even date

For and On Behalf of the Board of Directors

For Mukund M. Chitale & CO. Chartered Accountants Firm Reg. No : 106655W

NIRMAL BHOGILAL

Chairman DIN No. 00173168

KETAN VYAS Chief Financial Officer

A.V. Kamat (Partner) M. No. 039585

VIVEK SHARMA Managing Director DIN No. 01541498

GANPAT SAWANT Company Secretary

Place: Mumbai Date : 18[th] July, 2020

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Note No. 1

Company Overview

Batliboi Limited is engaged in manufacture and trading of machine tool and textile engineering machines. The Registered Office of the Company is situated in Mumbai. Its shares are listed on Bombay Stock Exchange (BSE).

Note No. 2

Basis for preparation and measurement:

i. Basis of preparation:

The Standalone Financial Statements are prepared in accordance with and in compliance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (Act) read with Rule 4A of Companies (Accounts) Second Amendment Rules, 2015, Companies (Indian Accounting Standards) Rules, 2015 and the other relevant provisions of the Act and Rules thereunder.

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.

ii. Basis of measurement:

The standalone financial statements have been prepared on accrual basis and in accordance with historical cost convention basis, except for certain financial assets and financial liabilities which have been measured at fair value in accordance with Ind AS. All assets and liabilities are classified into current and non-current generally based on the nature of product/activities of the Company and the normal time between acquisition of assets/liabilities and their realisation/settlement in cash or cash equivalent. The Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

iii. Presentation of Standalone Financial Statements:

The Balance Sheet, Statement of Profit and Loss, Statement of Changes in equity and Cash Flow Statement are prepared and presented in the format prescribed in the Schedule III to the Companies Act, 2013 (“the Act”). The disclosure requirements with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the standalone financial statements along with the other notes required to be disclosed under the notified Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

iv. Functional and presentation Currency:

The Company’s presentation and functional currency is Indian Rupees ( ` ) and all values are rounded off to the nearest lakhs (INR 00,000), except when otherwise indicated.

Note No. 3

Use of Judgement, Assumptions and Estimates

The preparation of the Company’s standalone financial statements requires management to make informed judgements, reasonable assumptions and estimates that affect the amounts reported in the standalone financial statements and notes

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

thereto. Uncertainty about these could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in the future periods. These assumptions and estimates are reviewed periodically based on the most recently available information. Changes in accounting estimates are reflected in the standalone financial statements in the period in which changes are made and if material, their effects are disclosed in the notes to the standalone financial statements.

In the assessment of the Company, the most significant effects of use of judgments and/or estimates on the amounts recognized in the standalone financial statements relate to the following areas:

Financial instruments;
Useful lives of property, plant & equipment;
Valuation of inventories;
Measurement of recoverable amounts of assets / cash-generating units;
Assets and obligations relating to employee benefits;
Evaluation of recoverability of deferred tax assets;
Leases;
Assets Held for sale; and
Provisions and Contingencies.

Note No. 4.1

SIGNIFICANT ACCOUNTING POLICIES:

A. Property, plant & equipment

a) The cost of an item of property, plant and equipment is recognized as an asset only if it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably.
b) Property, plant and equipment are stated at cost net of tax / duty credit availed, less accumulated depreciation and accumulated impairment loss, if any.
c) The initial cost of an asset comprises its purchase price or construction cost (including import duties and nonrefundable taxes), any costs directly attributable to bringing the asset into the location and condition necessary for it to be capable of operating in the manner intended by management, estimate of any decommissioning obligation (if any) and the applicable borrowing cost till the asset is ready for its intended use.
d) Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
e) Where the cost of a part of asset (“asset component”) is significant to total cost of the asset and useful life of that part is different from the useful life of the remaining asset, useful life of that significant part is determined separately and such asset component is depreciated over its separate useful life.
f) An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds if any and the carrying amount of the asset) is included in the Statement of Profit and Loss when the asset is derecognised.

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

g) Spare parts which meet the definition of property plant and equipment are capitalized as property, plant and equipment. In other cases, the spare parts are inventorised on procurement and charged to Statement of Profit and Loss on issue/consumption.
h) When significant parts of property, plant and equipment are required to be replaced at intervals, the Company derecognises the replaced part and recognises the new part with its own associated useful life and it is depreciated accordingly. All other repair and maintenance cost are recognised in the Statement of Profit and Loss as and when incurred.
i) Property, Plant and Equipment which are not ready for intended use as on date of Balance Sheet are disclosed as ‘Capital Work in Progress’.
j) On transition to Ind AS Land, Building and Plant and Machinery has been measured at fair value as deemed cost as per the option available to the Company in accordance with Ind AS 101 – First Time Adoption of Indian Accounting Standard.

B. Depreciation

a) i) For Manufacturing unit at Udhna and Windmill:

Depreciation on property, plant and equipment is provided on the straight line basis over the useful lives of assets (after retaining the residual value of up to 10% for factory building, plant and machinery and 5% for other assets). The useful lives determined are in line with the useful lives as prescribed in the Schedule II of the Act except in case of Factory Building. In case of Factory Building depreciation is provided over their remaining useful life as on the date of transition to Ind AS.

ii) For all other units:

Depreciation on tangible assets is provided on Written Down Value Method over the useful lives of the assets as specified in Schedule II to the Companies Act, 2013. Intangibles assets are amortised on Straight Line Method over a period of 3 years.

b) The residual values and useful lives of property, plant and equipment are reviewed at each financial year end and changes, if any, are accounted in the period in which the estimates are revised.
c) The Company depreciates components of the main asset that are significant in value and have different useful lives as compared to the main asset separately.
d) The spare parts are depreciated over the estimated useful life based on internal technical assessment.
e) Expenditure on major repairs and overhauls which qualify for recognition in the item of Property, Plant and Equipment and which result in additional useful life, is depreciated over the extended useful life of the asset as determined by technical evaluation.
f) Depreciation is charged on additions / deletions on pro-rata monthly basis including the month of addition / deletion.

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

C. 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 fulfillment 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.

The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-ofuse asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. Right-of-use assets are tested for impairment whenever there is an indication that their carrying value may not be recoverable. Impairment loss, if any is recognized in the statement of profit and loss account.

The lease liability is measured at amortized cost, at the present value of the future lease payments. The lease payments are discounted using the Company’s incremental borrowing rate. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognises the lease payments associated with these leases as an expense over the lease term.

D. Inventories

Inventories are stated at cost or net realizable value, whichever is lower. Cost of inventories comprises of expenditure incurred in the normal course of business in bringing inventories to their present location, including appropriate overheads apportioned on a reasonable and consistent basis and is determined on the following basis:

a) Raw materials and finished goods on weighted average basis.
b) Work in progress at raw material cost plus cost of conversion and other cost including manufacturing overheads net of recoverable taxes incurred in bringing them to their respective present location and condition.
c) Stores and loose tools on weighted average basis.

Obsolete, slow moving, surplus and defective stocks are identified and where necessary, provision is made for such stocks.

E. Revenue Recognition

Revenue from contracts with customers:

Revenue from contract with customers is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

goods or services. Performance obligations are satisfied at the point of time when the customer obtains the controls of the goods.

Revenue is measured based on transaction price, which is the fair value of the consideration received or receivable, stated net of discounts, returns and value added tax. Transaction price is recognized based on the price specified in the contract. Revenue excludes taxes collected from customers.

Service Income:

Income from annual maintenance services is recognized proportionately over the period of contract.

Revenue from Works Contract:

Revenue from works contracts is recognized on: “Percentage of Completion Method”; Percentage or stage of completion is determined by the proportion that contract cost incurred for work performed up to the reporting date bears to the estimated total costs of the contract. Expected loss, if any, on the contract is recognized as an expense in the period in which it is foreseen, irrespective of the stage of completion of the contract.

Interest Income:

Interest income is recognized using Effective Interest Rate (EIR) method.

Dividend Income:

Revenue is recognized when the Company’s right to receive the payment has been established.

F. Employee Benefits

Short term employee benefits are recognized as an expense at an undiscounted amount in the Statement of Profit and Loss for the year in which the related services are rendered.

The Company’s post-employment benefit consists of provident fund, gratuity and superannuation fund. The Company also provides for leave encashment which is in the nature of long term benefit.

Company’s contributions to Provident Fund administered by Regional Provident Fund Authorities and ESIC and Labour Welfare Fund in the case of employees at manufacturing unit at Udhna, which are defined contribution plans, are recognized as an expense in the Statement of Profit and Loss for the year in which the services are rendered and the Company has no further obligation beyond making the contributions.

The Company’s contribution to the Provident Fund for employees other than working at manufacturing unit at Udhna, which is a defined contribution plan, is remitted to separate trust established for this purpose and charged to Statement of Profit and Loss. Shortfall, if any, in the fund assets of the Provident Fund Trust, based on the Government specified minimum rate of return, is made good by the Company and charged to Statement of Profit and Loss. The Company’s contribution to Superannuation Fund for Managers/Officers, which is a defined contribution plan, is made to and administered by Life Insurance Corporation of India and is charged to Profit and Loss Account.

The Company operates defined benefit plan for Gratuity. The cost of providing such defined benefit is determined using the projected unit credit method of actuarial valuation made at the end of the year.

Obligations on leave encashment are provided using the projected unit credit method of actuarial valuation made at the end of the year.

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Actuarial gains and losses are recognized in other comprehensive income for gratuity and leave encashment.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognized in profit or loss on the earlier of:

The date of the plan amendment or curtailment, and
The date that the Company recognizes related restructuring costs.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognizes the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:

Service costs comprising current service costs, past-service costs, gains and losses on curtailments and nonroutine settlements; and
Net interest expense or income.

G. Share-based payment arrangements

The stock options granted pursuant to the company’s Stock Options Scheme, are measured at the fair value of the options of the grant date. The fair value of the options is treated as discount and accounted as employee compensation cost over the vesting period on a straight line basis.

The amount recognized as expense each year is arrived at based on the number of grants expected to vest. If a grant lapses after the vesting period, the cumulative discount recognized as expense in respect of such grant is transferred to the employee stock option reserve within equity.

H. Borrowing costs

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing costs that are attributable to the acquisition or construction of qualifying assets (i.e. an asset that necessarily takes a substantial period of time to get ready for its intended use) are capitalized as a part of the cost of such assets till the month in which the asset is ready for use.

All other borrowing costs are charged to the Statement of Profit and Loss.

I. Segment Accounting

The Company operates in ‘Industrial Equipment’ segment and there are no other reportable segments as defined under Ind AS 108.

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

J. Foreign Currency Transactions

Monetary items:

Transactions in foreign currencies are initially recorded at their respective exchange rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at spot rates of exchange at the reporting date.

Exchange differences arising on settlement or translation of monetary items including exchange differences arising on a monetary item that forms part of the company’s net investment in a foreign operation, are recognised in Statement of Profit and Loss.

Non – Monetary items:

Non-monetary items that are measured in terms of historical cost are recorded at the exchange rates at the dates of the initial transactions.

K. Provisions, Contingent Liabilities and Contingent assets

a) Provisions are recognized when there is 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. These are reviewed at each balance sheet date and adjusted to reflect the current best estimate. The expenses relating to a provision are recognized in the Statement of Profit and Loss net of any reimbursement.
b) If the effect of time value of money is material, provisions are shown at present value of expenditure expected to be required to settle the obligation, by discounting using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
c) Contingent liabilities are possible obligations arising from past events and whose existence will only be confirmed by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company, or present obligations where it is not probable that an outflow of resources will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognized in the standalone financial statements but are disclosed unless the possibility of an outflow of economic resources is considered remote.
d) Contingent Assets are not recognized but reviewed at each balance sheet date and disclosure is made in the notes in respect of possible effects that arise from past events and whose existence is confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company and where inflow of economic benefit is probable.

L. Fair Value measurement

a) The Company measures financial instruments at fair value at each balance sheet date.
b) Fair value is the price that would be received on selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date.

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

c) While measuring the fair value of an asset or liability, the Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure the fair value using observable market data as far as possible and minimising the use of unobservable inputs. Fair values are categorised into 3 levels as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the assets or liability, either directly (i.e. as prices for similar item) or indirectly (i.e. derived from prices).

Level 3: Inputs that are not based on observable market data (unobservable inputs).

M. Financial Instruments

i. Financial Assets other than derivatives

All financial assets are recognised initially at fair values including transaction costs that are attributable to the acquisition of the financial asset.

A financial asset is measured (subsequent measurement) at the amortised cost if the asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and the contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is net of any write down for impairment loss (if any) using the Effective Interest Rate (EIR) method taking into account any discount or premium and fees or costs that are an integral part of the EIR.

Investments in subsidiaries are accounted for and measured at cost (fair value as deemed cost on first time adoption) in standalone financial statements.

Investments in equity other than subsidiaries are accounted for and measured at fair value through profit or loss.

A financial asset is derecognised either partly or fully to the extent the rights to receive cash flows from the asset have expired and / or the control on the asset has been transferred to a third party. On de-recognition, any gains or losses are recognised in the Statement of Profit and Loss.

ii. Financial Liabilities other than derivatives

All financial liabilities are recognised initially at fair value net of transaction costs that are attributable to the respective liabilities.

After initial recognition, financial liabilities are subsequently measured at amortised cost using the effective interest rate method (“EIR”). 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.

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 de-recognition 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 and Loss.

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

iii. Financial guarantee contracts

Financial guarantee contracts issued by the company are those contracts that require specified payments 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. Where guarantees in relation to loans or other payables of subsidiary and related party are provided for no compensation, the fair values are accounted for as contributions and recognised as fees receivable under “other financial assets” or as a part of the cost of the investment, depending on the contractual terms.

iv. Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

N. Classification of Assets and Liabilities as Current and Non-Current:

All assets and liabilities are classified as current if they are expected to be realised / settled within twelve months after the reporting period. All other assets and liabilities are considered as non-current.

O. Impairment

Non-financial Assets

At each Balance Sheet date, an assessment is made of whether there is any indication of impairment. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of the asset’s or Cash-Generating Unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Financial Assets

The Company assesses at each date of balance sheet whether a financial asset or group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through loss allowance. The Company recognises lifetime expected losses for all contract assets and /or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12 – month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset had increased significantly since initial recognition.

P. Non Current Asset Held for Sale

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

year from the date of classification as held for sale. Non-current assets held for sale are measured at the lower of carrying amount and fair value less cost to sell. Non-current assets that ceases to be classified as held for sale shall be measured at the lower of carrying amount before the non-current asset was classified as held for sale adjusted for any depreciation/ amortization and its recoverable amount at the date when the non-current assets no longer meets the “Held for sale” criteria.

Q. Taxes on Income

Current Tax

Income-tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, by the end of reporting period.

Minimum Alternate Tax (‘MAT’) paid under the provisions of the Income Tax Act, 1961 is recognised as current tax in the Statement of Profit and Loss. The credit available under the Act in respect of MAT paid will be recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the period for which the MAT credit can be carried forward for set off against the normal tax liability. Such an asset is reviewed at each Balance Sheet date.

Deferred tax

Deferred tax (both assets and liabilities) is calculated using the balance sheet method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. The amount of deferred tax assets is reviewed at each reporting date.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Current tax and Deferred Tax items are recognised in correlation to the underlying transaction either in the Statement of Profit and Loss, other comprehensive income or directly in equity.

R. Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

Diluted earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period, adjusted for the effect of all dilutive potential equity shares.

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

S. Cash and Cash equivalents

Cash and cash equivalents include cash at bank, cash, cheques and draft on hand. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

Cash Flows

Cash flows are reported using the indirect method, where by net 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 are segregated.

Note No. 4.2

Recent Changes in Indian Accounting Standard and other recent accounting pronouncements

Ministry of Corporate Affairs (MCA) notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from 1[st] April 2020.

Batliboi Limited

									Total Intangible Assets under development - 12.97 - 12.97 - - - - 12.97 TOTAL 19,947.77 60.98 106.02 19,902.73 848.39 283.14 96.54 1,034.99 18,867.74 * Refer Note 22 for details of Property,Plant and Equipments that has been pledged as a security/mortgaged with various Banks against working capital borrowings.	Total Intangible Assets under development - 12.97 - 12.97 - - - - 12.97 TOTAL 19,947.77 60.98 106.02 19,902.73 848.39 283.14 96.54 1,034.99 18,867.74 * Refer Note 22 for details of Property,Plant and Equipments that has been pledged as a security/mortgaged with various Banks against working capital borrowings.
NET BLOCK	As At 31-03-2020	16,056.75 1,660.64 999.27 51.36 38.98 31.13	18,838.13	9.47	9.47	7.17	7.17	12.97	12.97	18,867.74
DEPRECIATION / AMORTISATION	As At 31-03-2020	- 503.09 389.82 45.03 73.58 19.00	1,030.52	-	-	4.47	4.47	-	-	1,034.99
	Deductions/ Adjustment	- - 96.54 - - -	96.54		-	-	-		-	96.54
	For The Year	- 128.79 111.89 12.90 16.64 9.85	280.07		-	3.07	3.07		-	283.14
	As At 01-04-2019	- 374.30 374.47 32.13 56.94 9.15	846.99	-	-	1.40	1.40	-	-	848.39
GROSS BLOCK (AT COST)	As At 31-03-2020	16,056.75 2,163.73 1,389.09 96.39 112.56 50.13	19,868.65	9.47	9.47	11.64	11.64	12.97	12.97	19,902.73
	Deductions/ Sales	- - 106.02 - - -	106.02	-	-	-	-	-	-	106.02
	Additions/	- - 29.16 2.98 12.51 -	44.65	0.40	0.40	2.96	2.96	12.97	12.97	60.98
	As At 01-04-2019	16,056.75 2,163.73 1,465.95 93.41 100.05 50.13	19,930.02	9.07	9.07	8.68	8.68	-	-	19,947.77
PARTICULARS *		(i) Tangible Assets Land (Freehold) Buildings on Freehold Land Plant & Machinery Furniture, Fixtures, fans and Electrical fittings Office Equipment/ Computers etc. Vehicles	Total Tangible Assets	(ii) Capital WIP Capital Work in Progress	Total Capital WIP	(iii) Intangible Assets Software	Total Intangible Assets	(iv) Intangible Assets under development Intangible Assets under development	Total Intangible Assets under development	TOTAL

Annual Report 2019-20

						(iii) Intangible Assets Software - 8.68 - 8.68 - 1.40 - 1.40 7.28 Total Intangible Assets - 8.68 - 8.68 - 1.40 - 1.40 7.28 TOTAL 21,777.13 82.78 1,912.14 19,947.77 671.61 300.05 123.27 848.39 19,099.38 * Refer Note 22 for details of Property,Plant and Equipments that has been pledged as a security/mortgaged with various Banks against working capital borrowings. # During F.Y. 2018-19 the Company decided to sell a part of Land and Building out of the total factory land and building located in Surat. The amounts of gross block, accumulated depreciation and net block pertaining to the same had been shown as deduction from Property, Plant and Equipment and shown as Non Current Asset held for sale (Refer Note 11).	(iii) Intangible Assets Software - 8.68 - 8.68 - 1.40 - 1.40 7.28 Total Intangible Assets - 8.68 - 8.68 - 1.40 - 1.40 7.28 TOTAL 21,777.13 82.78 1,912.14 19,947.77 671.61 300.05 123.27 848.39 19,099.38 * Refer Note 22 for details of Property,Plant and Equipments that has been pledged as a security/mortgaged with various Banks against working capital borrowings. # During F.Y. 2018-19 the Company decided to sell a part of Land and Building out of the total factory land and building located in Surat. The amounts of gross block, accumulated depreciation and net block pertaining to the same had been shown as deduction from Property, Plant and Equipment and shown as Non Current Asset held for sale (Refer Note 11).	(iii) Intangible Assets Software - 8.68 - 8.68 - 1.40 - 1.40 7.28 Total Intangible Assets - 8.68 - 8.68 - 1.40 - 1.40 7.28 TOTAL 21,777.13 82.78 1,912.14 19,947.77 671.61 300.05 123.27 848.39 19,099.38 * Refer Note 22 for details of Property,Plant and Equipments that has been pledged as a security/mortgaged with various Banks against working capital borrowings. # During F.Y. 2018-19 the Company decided to sell a part of Land and Building out of the total factory land and building located in Surat. The amounts of gross block, accumulated depreciation and net block pertaining to the same had been shown as deduction from Property, Plant and Equipment and shown as Non Current Asset held for sale (Refer Note 11).
NET BLOCK	As At 31-03-2019	16,056.75 1,789.43 1,091.48 61.28 43.11 40.98	19,083.03	9.07	9.07	7.28	7.28	19,099.38
DEPRECIATION / AMORTISATION	As At 31-03-2019	- 374.30 374.47 32.13 56.94 9.15	846.99	-	-	1.40	1.40	848.39
	Deductions/ Adjustment	- 62.68 14.64 11.12 27.42 7.41	123.27		-	-	-	123.27
	For The Year	- 140.46 120.81 15.66 15.84 5.88	298.65		-	1.40	1.40	300.05
	As At 01-04-2018	- 296.52 268.30 27.59 68.52 10.68	671.61	-	-	-	-	671.61
GROSS BLOCK (AT COST)	As At 31-03-2019	16,056.75 2,163.73 1,465.95 93.41 100.05 50.13	19,930.02	9.07	9.07	8.68	8.68	19,947.77
	Deductions/ Sales	1,625.70 215.36 15.39 11.73 34.76 8.20	1,911.14	1.00	1.00	-	-	1,912.14
	Additions/	- - 34.70 1.25 12.21 23.91	72.07	2.03	2.03	8.68	8.68	82.78
	As At 01-04-2018	17,682.45 2,379.09 1,446.64 103.89 122.60 34.42	21,769.09	8.04	8.04	-	-	21,777.13
PARTICULARS *		(i) Tangible Assets Land (Freehold) # Buildings on Freehold Land # Plant & Machinery Furniture, Fixtures, fans and Electrical fittings Office Equipment/ Computers etc. Vehicles	Total Tangible Assets	(ii) Capital WIP Capital Work in Progress	Total Capital WIP	(iii) Intangible Assets Software	Total Intangible Assets	TOTAL

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Note 6 - RIGHT-OF-USE ASSET

( ` In Lakhs)

||||||||||(|**(**|In Lakhs)|
|---|---|---|---|---|---|---|---|---|---|---|---|
|PARTICULARS|GROSS CARRYING AMOUNT|||||DEPRECIAT|||ION||NET
CARRYING
VALUE|
||As At
01-04-2019|Adjustment
on adoption
of Ind
AS - 116 -
Leases|Additions|Deductions|As At
31-03-2020|As At
01-04-2019|For The
Year|De|ductions|As At
31-03-2020|As At
31-03-2020|
|Right- of -use asset|-|108.30|71.45|-|179.75|-|63.35||-|63.35|116.40|
|Total Tangible Assets|-|108.30|71.45|-|179.75|-|63.35||-|63.35|116.40|
||||||||||(**In Lakhs)**||| |**Particulars**|**Numbers** **31-Mar-20** **Numbers** **31-Mar-19** **Face** **Value** **(Each**)||||||||As at
31-Mar-20
As at
31-Mar-19|||
|NOTE 7 : INVESTMENTS
Investment in Equity Instruments Measured at
Cost :
In fully paid Shares of Wholly Owned Subsidiary
Company (Un-Quoted):
Queen Project Mauritius Ltd.
Ordinary shares of MUR 10 per share
32,088
32,088
In fully paid Equity Shares (Un-Quoted):
Batliboi Environmental Engineering Ltd.
19,08,930
19,08,930
10.00
Investment in Preference Instruments Measure at
Fair Value through Proft and Loss:
In fully paid Shares of Wholly Owned Subsidiary
Company (Un-Quoted):
Queen Project Mauritius Ltd.
Redeemable Non-Cumulative Preference Shares of
MUR 10 per share
1,61,41,654 1,61,41,654
In fully paid Equity Shares (Un-Quoted):
Andhra Pradesh State Financial Corporation
5
5
100.00
Precision Tooling Systems Ltd.
1,500
1,500
10.00
Shree Vardhan Co.op. Bank Ltd.
200
200
25.00
Patan Co-operative Bank Ltd.
200
200
25.00
The Saraswat Co.op. Bank Ltd.
5
5
10.00
Shamrao Vitthal Co.op. Bank Ltd.
20,000
20,000
25.00
SUB-TOTAL
TOTAL
GRAND TOTAL
Aggregate value of Un-Quoted Investments|||||||||-
-

-
-
592.77
606.69

0.01
0.01

0.15
0.15

0.05
0.05

0.06
0.06

-
-

5.00
5.00|||
||||||||||5.27
5.27|||
||||||||||598.04
611.96|||
||||||||||598.04
611.96|||
||||||||||598.04
611.96|||

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

||(**In Lakhs)**|**(**In Lakhs)|(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|---|
|Particulars|As at
31-Mar-20
As at
31-Mar-19||||
|NOTE 8.1 : TRADE RECEIVABLES- NON
CURRENT
Considered Good - Secured
Considered Good - Unsecured
Considered Credit Impaired
Less: Provision for Trade Receivables Credit
Impaired
Includes amount of112.37 (Previous Year 85.45 Lakhs) due from related parties.
NOTE 8.2 : LOAN- NON CURRENT
Considered Good - Secured
Considered Good - Unsecured
- Staff Loan
NOTE 8.3 : OTHER NON CURRENT ASSETS
Unsecured Considered Good Unless Specified
Otherwise
Security and Other Deposits
Advance given to creditors||-
212.13

184.87
0.00
(184.87)||-
200.36

0.00|
||||||
||||||
||227.76||||
||
(227.76)||||
|||212.13
-
1.44
1.44
102.51
7.50
110.01||200.36|
|||||-
3.13|
||||||
||||||
||||||
||||||
||||||
|||||3.13|
|||||95.28
10.98|
||||||
||||||
||||||
||||||
|||||106.26|
|||||(`In Lakhs)|
|Particulars|||As at
31-Mar-20
As at
31-Mar-19||
|Note 9.1 : INVENTORIES
Raw Materials
Work-in-Progress
Finished Goods
Stores and Spare Parts
Loose Tools|||913.50
1,075.12
765.36
936.94
164.19
164.25
26.59
38.97
34.94
32.42||
||||1,904.58
2,247.70||

		(`In Lakhs)
Particulars	As at	As at
	31-Mar-20	31-Mar-19
Note 9.1 : INVENTORIES
Raw Materials	913.50	1,075.12
Work-in-Progress	765.36	936.94
Finished Goods	164.19	164.25
Stores and Spare Parts	26.59	38.97
Loose Tools	34.94	32.42
	1,904.58	2,247.70

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

	(`In Lakhs)
Particulars	As at 31-Mar-20 As at 31-Mar-19
Note 9.2 : TRADE RECEIVABLES- CURRENT Considered Good - Secured Considered Good - Unsecured Includes amount of`371.26 Lakhs (Previous Year`107.31 Lakhs) due from related parties. Note 9.3 : CASH AND CASH EQUIVALENTS Cash and Cash Equivalents : Cash and Cheques on hand Balances with Scheduled Banks : In Current Account Note 9.4 : BANK BALANCES OTHER THAN (ii) ABOVE Fixed Deposits with Banks having maturity of less than one Year Fixed Deposits towards Margin on Guarantees/LC’s (Deposit receipts pledged with the Banks)	- - 1,069.39 1,096.99
	1,069.39 1,096.99
	10.78 12.47 30.79 4.47
	41.57 16.94
	71.35 69.83 20.64 17.45
	91.99 87.28
	(`In Lakhs)
Particulars	As at 31-Mar-20 As at 31-Mar-19
NOTE 10.1 : LOANS- CURRENT Considered Good - Secured Considered Good - Unsecured - Staff Loan NOTE 10.2 : OTHERS- CURRENT Balances with Government Authorities Deposit Prepaid Expenses Advances given to Creditors Other Advances Recoverable in Cash or Kind Includes amount of`Nil (Previous Year`31.49 Lakhs) due from related parties.	- - 7.96 8.30
	7.96 8.30
	46.94 62.87 22.97 22.64 15.47 29.23 158.30 41.36 132.51 61.19
	376.19 217.29

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

	(`In Lakhs)
Particulars	As at 31-Mar-20 As at 31-Mar-19
NOTE 10.3 : CURRENT TAX ASSETS (NET) Taxes Paid in Advance and Deducted at Source (Net of Provision for Tax) NOTE 11 : NON CURRENT ASSET HELD FOR SALE Land Building Capital Work in Progress	50.04 77.02
	50.04 77.02
	1,625.70 1,625.70 152.69 152.69 1.00 1.00
	1,779.39 1,779.39

During the year ended 31[st] March 2019, in March 2019 the Company had decided to sell a part of Land, Building and Capital work in progress amounting to ` 1,779.39 Lakhs out of the total factory land and building located in Surat The part of Land and Building was classified and presented as “held for sale” and was carried at the lower of carrying value and fair value. In the current year, the Company had initiated identification and evaluation of potential buyers for the sale of the said part of Land and Building.

During the year ended 31[st] March 2020, on remeasurement, the Company has evaluated the current position and has concluded that the carrying value of the “asset held for sale” is lower than the fair value of the asset, hence no impairment to the carrying amount has been made. The Company expects the sale of the “asset held for sale” to be completed by the end of the next financial year.

to the carrying amount has been made. The Company expects the sale of the the end of the next financial year.	“asset held for sale” to be completed by
	(`In Lakhs)
Particulars	As at 31-Mar-20 As at 31-Mar-19
Note 12.1- EQUITY SHARE CAPITAL Authorised Capital 4,61,70,400 Equity Shares of`5/- each<br>(Previous Year : 4,61,70,400 Equity Shares of`5/- each) TOTAL Issued Subscribed and fully paid up 2,87,15,883 Equity Shares of`5/-<br>(Previous Year : 2,87,15,883 Equity Shares of`5/-)	2,308.52 2,308.52
	2,308.52 2,308.52
	1,435.79 1,435.79
	1,435.79 1,435.79

Rights, preferences and restrictions

The Company has only one class of equity shares having a face value of ` 5/- per share. Each shareholder is eligible for one vote per share held. In the event of liquidation the equity shareholders are eligible to receive remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholdings.

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Equity Shares

The reconcilation of the number of shares outstanding at the beginning and at the end of year is as under:

Particulars	As At 31-Mar-20 As At 31-Mar-19
Opening Number of Equity Shares Add: Equity Shares issued during the year Closing Number of Equity Shares	2,87,15,883 2,87,15,883 - -
	2,87,15,883 2,87,15,883
The details of Shareholders holding more than 5% Equity Shares is as under:
Name of Share holder	As At 31-Mar-20 As At 31-Mar-19
	No. of Shares No. of Shares
Mr.Nirmal Bhogilal % Shareholding Bhogilal Family Trust % Shareholding	1,17,29,713 1,17,29,713 40.85% 40.85% 70,00,000 70,00,000 24.38% 24.38%
	(`In Lakhs)
Particulars	As at 31-Mar-20 As at 31-Mar-19
Note 12.2 : OTHER EQUITY a) Capital Reserve b) Capital Redemption Reserve c) Securities Premium d) General Reserve e) Employee Stock Option Reserve Balance as at the beginning of the year Add : Accural of Employee Compensation cost Balance as at the end of the year f) Investment Allowance Reserve g) Retained Earnings Balance as at the beginning of the year Add : Profit/(Loss) for the year Balance as at the end of the year h) Other Comprehensive Income Balance as at the beginning of the year Add : Remeasurement gain /(loss) on defined benefit plan Balance as at the end of the year Total	25.00 25.00 160.60 160.60 396.59 396.59 1,162.92 1,162.92 49.99 36.61 13.88 13.38
	63.87 49.99 63.05 63.05 9,830.97 9,120.54 (752.50) 710.43
	9,078.47 9,830.97 (49.06) (20.70) (8.43) (28.36)
	(57.49) (49.06)
	10,893.01 11,640.06

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

||||(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|---|
|Particulars|As at
31-Mar-20||As at
31-Mar-19||
|NOTE 13.1 : BORROWINGS- NON CURRENT
Secured Term Loans
From Financial Institutions
Rupee Term Loans from bank
Vehicle Loan (Secured by Hypothecation of
Vehicle)
From Tata Motors Finance Limited
Less: Maturity within 1 year - (Refer Note 15.3)
Repayable in various EMIs by December 2021
From Kotak Mahindra Prime Ltd.
Less: Maturity within 1 year (Refer Note 15.3)
Repayable in various EMIs by March 2024
Unsecured Loans, Measured at Amortised Cost
Loans & Advances from Related Parties
Loan from Directors
Repayment terms
Repayable after one year
Other Loans
Repayment terms
Repayable after one year
Inter Corporate Deposits * #
(Repayable by from 25thJuly 2021 to 1stApril 2024.
Rate of Interest 15% and 15.5%)
5% - 5 Year Redeemable Non-Cummulative
Preference
Share of100/- each fully paid. Less: Maturity within 1 year (Refer Note 15.3) (6,92,480, 5% Non Cumulative Preference Shares of100 each (4,78,000 Redeemable on
27thMarch, 2021 and 2,14,480 redeemable on
19thJune 2021.)|||12.07

(4.01)|
8.06

6.05
1,862.80
73.08
-

670.15|
||||||
||||||
||||||
||||||
||8.05||||
||(4.43)|3.62|||
||||8.98

(2.93)||
||6.77||||
||(1.46)|5.31|||
||||

670.15

-||
||||||
||||||
|||1,850.88|||
||||||
||||||
|||73.08|||
||||||
||||||
|||1,210.00|||
||||||
||||||
||676.39||||
||(467.37)|209.02|||
||||||
|||3,351.91||2,620.14|

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

The reconciliation of the number of shares outstanding at the beginning and at the end of year is as under :

Mr.Nirmal Bhogilal

Mr.Nirmal Bhogilal
Particulars	As at	As at
	31-Mar-20	31-Mar-19
Opening Number of Preference Shares	6,92,480	6,92,480
Add: Transferred during the year	-	-
ClosingNumber of Preference Shares	6,92,480	6,92,480

Details of Shareholder holding more than 5% Preference Shares are as under:

Particulars	As at 31-Mar-20 As at 31-Mar-19
Mr. Nirmal Bhogilal	6,92,480 6,92,480
% Shareholding	100% 100%

includes amount taken from related party amount of 30.00 lakhs @ 15% interest - repayable by 25[th] July 2021, (P.Y. amount Nil Lakhs).

Includes Inter Corporate Deposit of `1,100 Lakhs (P.Y.` Nil Lakhs) taken from Auro Minerals Private Limited for meeting working capital requirement. The Company intends to provide Guest House Land which is Asset Held for Sale situated in Udhna, Surat as collateral against the inter corporate deposit received as security for repayment subject to shareholders approval hence currently the borrowing has been disclosed as unsecured borrowing.

	(`In Lakhs)
Particulars	As at 31-Mar-20 As at 31-Mar-19
NOTE 13.2 : TRADE PAYABLES- NON CURRENT Due to Micro Small and Medium Enterprises (Refer Note 22) Others Includes amount of`42.50 (Previous Year -`27.92 Lakhs) due to related parties. NOTE 13.3 : OTHER FINANCIAL LIABILITIES- NON CURRENT Advances and Deposits from Customers Interest accrued and due on loans Includes amount of`70.00 Lakhs (Previous Year -`118.16 Lakhs) due to relatedparties.	- - 480.81 534.66
	480.81 534.66
	112.88 104.86 70.00 125.96
	182.88 230.82

100

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

	(`In Lakhs)
Particulars	As at 31-Mar-20 As at 31-Mar-19
NOTE 13.4 : PROVISIONS- NON CURRENT Provisions for Employee Benefits: Provision for Gratuity Provision for Leave Encashment	314.32 294.04 122.30 92.73
	436.62 386.77

Note No: 14

DEFERRED TAX LIABILITIES (NET)

In Compliance of IND AS 12 on “Income Taxes”, the item wise details of deferred tax liabilities (Net) are as under

DEFERRED TAX LIABILITIES (NET) In Compliance of IND AS 12 on “Income Taxes”, the item wise details of deferred tax liabilities (Net) are as under	DEFERRED TAX LIABILITIES (NET) In Compliance of IND AS 12 on “Income Taxes”, the item wise details of deferred tax liabilities (Net) are as under	DEFERRED TAX LIABILITIES (NET) In Compliance of IND AS 12 on “Income Taxes”, the item wise details of deferred tax liabilities (Net) are as under	DEFERRED TAX LIABILITIES (NET) In Compliance of IND AS 12 on “Income Taxes”, the item wise details of deferred tax liabilities (Net) are as under	DEFERRED TAX LIABILITIES (NET) In Compliance of IND AS 12 on “Income Taxes”, the item wise details of deferred tax liabilities (Net) are as under
(`in Lakhs)
Particulars	Opening Balance	Recognised in Proft and Loss Credit/ (Charge)	Recognised in Other Com- prehensive Income Cred- it/(Charge)	Closing Balance
For theyear ended 31st March 2020
Deferred tax liabilities
Difference between accounting and tax depreciation off Property, Plant & Equipment	(3,323.96)	87.00	-	(3,236.96)
- On account of fair Value of Land`32.94 Lakhs (Refer Note -(a)below)
- On account of other depreciable Property, Plant and Equipment`54.06 Lakhs
Total deferred tax liabilities	(3,323.96)	87.00	-	(3,236.96)
Deferred tax assets
Expenses allowed onpayment basis	41.06	7.48	8.32	56.86
Provision for Investments	683.40	-	-	683.40
Provision for Doubtful debts, doubtful advances and inventoryobsolescence	48.07	11.15	-	59.22
Provision for Capital WIP	73.14	-	-	73.14
Unabsorbed Depreciation	151.79	61.09	-	212.88
Unabsorbed Business Loss	779.27	64.15	(5.36)	838.06
Total deferred tax assets	1,776.73	143.87	2.96	1,923.56
Minimum Alternate tax	130.32	-	-	130.32
Deferred Tax Liabilities(NET)	(1,416.91)	230.87	2.96	(1,183.08)

101

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

NOTES FORMING PART OF THE FINANCIAL STATEMENTS	NOTES FORMING PART OF THE FINANCIAL STATEMENTS	NOTES FORMING PART OF THE FINANCIAL STATEMENTS	NOTES FORMING PART OF THE FINANCIAL STATEMENTS	NOTES FORMING PART OF THE FINANCIAL STATEMENTS
(`in Lakhs)
Particulars	Opening Balance	Recognised in Proft and Loss Credit/ (Charge)	Recognised in Other Com- prehensive Income Cred- it/(Charge)	Closing Balance
For theyear ended 31st March 2019
Deferred tax liabilities
Difference between accounting and tax depreciation off Property, Plant & Equipment	(4,443.83)	1,119.87	-	(3,323.96)
- On account of fair Value of Land`1014.15 Lakhs (Refer Note -(a)below)
- On account of other depreciable Property, Plant and Equipment`105.72 Lakhs
Total deferred tax liabilities	(4,443.83)	1,119.87	-	(3,323.96)
Deferred tax assets
Expenses allowed onpayment basis	36.54	(2.73)	7.25	41.06
Provision for Investments	683.40	-	-	683.40
Provision for Doubtful debts, doubtful advances and inventoryobsolescence	36.94	11.13	-	48.07
Provision for Capital WIP	73.14	-	-	73.14
Unabsorbed Depreciation	130.85	20.94	-	151.79
Unabsorbed Business Loss	494.24	282.31	2.72	779.27
Total deferred tax assets	1,455.11	311.65	9.97	1,776.73
Minimum Alternate tax	130.32	-	-	130.32
Deferred Tax Liabilities(NET)	(2,858.40)	1,431.52	9.97	(1,416.91)

Note :

a) The Company had exercised the option of fair value as deemed cost for Property, Plant and Equipment on the date of transition to Ind-AS i.e; 1[st] April 2016. Ind AS required 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. Accordingly deferred tax liability on account of fair valuing of Land was calculated in previous year.

Under Section 55(2)(b)(i) of Income Tax Act 1961, “fair market value of capital assets means where the capital asset became the property of the assessee before the 1[st] day of April, 2001, the cost of acquisition of the asset to the assessee or the fair market value of the asset on the 1[st] day of April, 2001, shall be considered at the option of the assessee.”

Accordingly deferred tax liability on account of fair value of Land is calculated and reviewed at each reporting date as required by Ind AS - 12 ‘Income Taxes’ for changes in respect of temporary differences which have been recognised in previous periods. In F.Y. 2018-19, the Company has opted to choose the fair market value of the land as on 01.04.2001 as its cost of acquisition in accordance with Section 55(2)(b)(i) of Income Tax Act 1961. This has resulted in creation of deferred tax credit during the year of 32.94 Lakhs (P.Y. 1,014.15 Lakhs) which is part of deferred tax credit of 230.87 Lakhs (P.Y. 1,431.52 Lakhs) for the year ended 31[st] March 2020.

102

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

b) Deferred tax Asset on unabsorbed depreciation, unabsorbed business losses and other temporary differences available as per the Income Tax Act, 1961 had been recognised, since it is probable that taxable profit will be available to adjust them in future years. Unabsorbed depreciation can be carried forward and set off against the profits for infinite number of years under the Income Tax Act, 1961 and profitability projections based on current margins show sufficient profits for set off in future.
c) The Taxation Laws (Amendment) Act, 2019 was enacted on 11th December 2019. It amended the Income Tax Act, 1961 and the Finance Act (No. 2) Act, 2019. It provides domestic companies with an option to opt for lower tax rate, provided they do not claim certain deductions. The Company has not exercised the option to opt for lower tax rate and has presently considered the rate existing prior to the amendment. The Company shall evaluate the option to opt for lower tax rate once it utilises the entire carried forward losses and MAT credit available under the Income Tax Act.

Reconciliation of effective tax rate as a numerical reconciliation between tax expense and the product of account profit multiplied by the applicable tax rate

multiplied by the applicable tax rate
		(`in Lakhs)
Particulars	2019-20	2018-19
Profit / (Loss) before tax	(983.83)	(721.24)
Applicable tax rate	26.00%	26.00%
Tax using the applicable tax rate	(255.80)	(187.52)
Tax effect of:
Add: Non deductible tax expenses	721.77	429.73
Less: Deductible tax expenses	455.25	195.36
Less: Taxed at different rates	0.60	0.6
Taxable Income	(717.91)	(487.48)
Tax expense recognised in the statement of profit and loss	-	-
Weighted average Tax rate	0.00%	0.00%

The tax rate of 26% is applicable to the next financial year.

Tax expense recognised in the statement of profit and loss / Other comprehensive Income (OCI) are as below:

	(`in Lakhs)
Particular	2019-20 2018-19
Current Tax Expense Deferred tax expense/ ( Asset) relating to - Origination and reversal of temporary differences - Different tax rates Total Tax expenses including deferred tax credit/ (charge) recognised in the statement of profit and loss Deferred tax liability/ ( asset) relating to remeasurement of the defined benefit plan recognised in OCI	- - 200.89 426.98 32.94 1,014.51
	233.83 1,441.49
	230.87 1,431.52 2.96 9.97

103

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

	(`In Lakhs)
Particulars	As at 31-Mar-20 As at 31-Mar-19
NOTE 15.1 : BORROWINGS- CURRENT SECURED Loans repayable on demand From Banks Cash Credit and Working Capital Borrowings (Refer Note - 22) UNSECURED Inter Corporate Deposits includes amount taken from related party amount of`813.86 lakhs @ 15%<br>interest - repayable within 90 days, (P.Y. amount`619.06 Lakhs @ 17.25% interest - repayable within 90 days). NOTE 15.2 : TRADE PAYABLES- CURRENT Due to Micro Small and Medium Enterprises (Refer Note 23) Others # Includes amount of`32.76 (Previous Year -`48.10 Lakhs) due to related parties # Includes amount of`30.98 Lakhs (Previous Year -`148.30 Lakhs) due to related parties. NOTE 15.3 : OTHER CURRENT LIABILITIES Current maturities of Long Term Loan - Secured and Unsecured (Refer Note 13.1) Advances and Deposits # from Customers Statutory Liabilities Employee Related Liabilities Other Liabilities # Includes amount of`297.46 Lakhs (Previous Year -`207.09 Lakhs) advance received from related parties. Includes amount of`93.25 Lakhs (Previous Year -`94.99 Lakhs) due to related parties. NOTE 15.4 : PROVISIONS- CURRENT Provisions for Employee Benefits: Provision for Gratuity Provision for Leave Encashment Warranty Provisions (Note 32)	1,668.32 1,794.75 1,084.34 1,524.13
	2,752.66 3,318.88
	34.58 86.03 1,768.92 2,064.47
	1,803.50 2,150.50
	473.26 6.94 1,321.63 965.56 120.36 140.70 376.38 387.11 225.14 215.04
	2,516.77 1,715.35
	22.37 44.65 9.43 25.05 27.42 32.42
	59.22 102.12

104

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

	(`In Lakhs)
Particulars	Year ended 31-03-2020 Year ended 31-03-2019
NOTE 16: REVENUE FROM OPERATIONS Sale of Products Sale of Services Other Operating Revenue NOTE 17 : OTHER INCOME Dividend Exchange Difference Gains Profit on Sale of Fixed Assets Credit Balances Written Back (net) Interest Income - on fixed deposits - on financials instruments measured at amortised cost (Net) - Others Other Income Includes amount of`91.15 lakhs (P.Y.`Nil Lakhs) amount payable to related partywritten back.	9,087.14 9,810.67 1,631.30 1,659.71 211.74 171.47
	10,930.18 11,641.85
	0.60 0.60 0.75 - 3.50 2.61 208.16 268.81 6.61 4.70 5.67 17.47 106.03 3.29 163.78 148.66
	495.10 446.14

|(**In Lakhs)**|**(**In Lakhs)|(`In Lakhs)|
|---|---|---|
|Particulars
Year ended
31-03-2020
Year ended
31-03-2019|||
|NOTE 18.1 : COST OF MATERIALS CONSUMED
Raw Materials Consumed
Cost of Services Rendered
Job Work Charges Incurred
NOTE 18.2 : PURCHASE OF STOCK IN TRADE
Purchases of Stock in Trade|3,947.84
52.31
183.78
4,183.93
1,710.94
1,710.94|4,834.97
48.27
221.21|
|||5,104.45|
|||1,674.74|
|||1,674.74|

105

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

||||(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|---|
|Particulars|Year ended
31-03-2020||Year ended
31-03-2019||
|NOTE 18.3: CHANGE IN INVENTORY OF
FINISHED GOODS, WORK IN PROGRESS &
STOCK IN TRADE
Stock at Close :
Work-in-Process
Finished Goods
Less :
Stock at Commencement :
Work-in-Process
Finished Goods
NOTE 19 : EMPLOYEE BENEFIT EXPENSES
Salaries, Wages, Allowances and Bonus
Contribution to Provident and Other Funds
Expenses on Employee Stock Option Scheme (ESOP)
Provision for Gratuity & Leave Encashment
Staff Welfare Expenses|||936.94
164.25|

|
||||||
||765.36||||
||164.19||||
||929.55||1,101.19||
||||766.28
110.46||
||||||
||936.94||||
||164.25||||
||1,101.19|
171.64|
876.74|
(224.45)|
||||

|1,997.76
111.46
13.38
69.82
221.08|
||||||
|||2,165.95|||
|||123.92|||
|||13.88|||
|||71.78|||
|||209.22|||
|||2,584.75||2,413.50|

	(`In Lakhs)
Particulars	Year ended 31-03-2020 Year ended 31-03-2019
NOTE 20 : FINANCE COST Interest Expenses Interest on Lease Liability Bank Charges	616.86 490.86 18.67 - 95.75 70.42
	731.28 561.28

106

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

	(`In Lakhs)
Particulars	Year ended 31-03-2020 Year ended 31-03-2019
NOTE 21 : OTHER EXPENSES Rent Rates and Taxes Power and Fuel Insurance Sales Commission Exhibitions/ Advertisement Expenses Printing and Stationery Travelling and Conveyance Audit, Legal and Professional Charges Vehicle Maintenance Packing and Cartage Stores & Loose Tools Consumed Repairs to Machinery Repairs to Buildings Repairs to Other Assets Jobwork Charges Directors’ Sitting Fees Loss on Sale / Assets Written Off Bad Debts Provision for Doubtful Debts/Advances (net) Exchange Difference Loss Miscellaneous Expenses	16.64 82.71 234.32 273.37 155.58 154.14 15.48 13.64 131.26 107.92 109.01 92.43 15.95 19.29 289.43 285.10 252.14 239.55 80.17 79.96 224.28 267.24 163.15 212.62 54.49 78.79 36.22 22.53 23.85 15.31 456.95 587.88 4.60 5.30 4.66 6.71 38.86 57.24 42.89 29.71 - 16.27 330.15 331.95
	2,680.08 2,979.66

Note No 22:

Working capital borrowings from consortium banks on cash credit overdraft/ short term loan and non-fund based facilities are secured by first pari passu charge on stock of raw materials, stock in process, semi-finished and finished goods, consumable stores and spares, bills receivable, books debts and other moveable current assets (both present and future) of the company and second pari passu charge on the fixed assets of the company (both present and future) at Udhna, Surat. Credit facilities including sub limits extended by consortium banks to Batliboi Environmental Engineering Limited (BEEL) are secured by 2[nd] pari passu charge on the fixed assets of the company (both present and future) at Udhna Surat.

107

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Note No 23:

Disclosure required under section 22 of the Micro, small and medium enterprises development Act, 2006:

( ` In Lakhs)

			(`In	Lakhs)
Sr.	Particulars	As at	As at
No.		31st March 2020	31st March	2019
1	Principal amount due and remaining unpaid – Current	34.58		86.03
2	Interest due on above and the unpaid interest	10.02		4.79
3	Interest Paid	-		-
4	Payment made beyond the appointed day during the year	109.51	123.78
5	Interest due and payable for the period of delay *	5.69		11.80
6	Interest accrued and remaining unpaid	10.02		4.79
7	Amount of further interest remaining due and payable in succeeding
	years	10.02		4.79

Not claimed by Suppliers

NOTE 24 - CONTINGENT LIABILITIES AND COMMITMENTS:

a) Contingent Liabilities (to the extent not provided for)

			(`in Lakhs)
Particulars		As at	As at
		31.03.2020	31.03.2019
A.	CONTINGENT LIABILITIES NOT PROVIDED FOR:
	Disputed Sales Tax/Excise Demands *	120.78	120.78
	* The Company has filed appeals against the respective orders and has
	paid`40.40 Lakhs against the dispute.
	Disputed Service Tax Demand	-	8.40
	TDS Demand (Prior to F.Y. 2015-16 till F.Y. 2019-20)	115.36	116.14
B.	CLAIMS NOT ACKNOWLEDGED AS DEBTS:	193.21	200.71
C.	GUARANTEES GIVEN:
	Corporate Guarantee given to banks and financial institutions for
	credit facilities/performance guarantees extended by them to Batliboi
	Environmental Engineering Limited (BEEL), a related party.	3,481.94	2,770.82
	Guarantees given by the company’s bankers on behalf of Batliboi
	Environmental Engineering Limited (BEEL) utilized out of the total corporate
	guarantee mentioned above.	978.80	927.68
	Guaranteesgiven on behalf of the companybyits bankers.	388.17	543.12

108

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

		(`in Lakhs)
Particulars		As at 31.03.2020 As at 31.03.2019
D	STANDBY LETTER OF CREDIT
	Standby Letter of credit of CAD 8,40,000 (P.Y. CAD 15,20,000) issued
	by the Company’s banker out of the working capital limit to the banker of
	Quickmill Inc, a stepdown subsidiaryof the company.	446.92 786.44

i) The company does not expect any reimbursement in respect of the above contingent liabilities.
ii) It is not practicable to estimate the timing of cash outflows, if any, in respect of matters as specified above in note 24.a, above pending resolution of the appellate proceedings.
iii) In respect of guarantees as specified in note 24.c given by the Company to the bankers of BEEL, one of the related party, BEEL has given counter guarantees to the bank on behalf of the Company.

b) Commitments:

i) Estimated amount of Contracts remaining to be executed on Capital Account and not provided for is 12.03 Lakhs (31[st] March 2019: Nil).

NOTE 25- RELATED PARTY DISCLOSURES AS PER IND AS 24:

**A) List of Related Parties *:**

List of related parties where control exists and related parties with whom transactions have taken place and relationship:

i) Subsidiary Companies:

a) Queen Projects (Mauritius) Ltd – Mauritius.
b) Vanderma Holdings Ltd – Cyprus[1]
c) Pilatus View Holdings AG- Switzerland[1] *
d) Quickmill Inc.- Canada[1]
e) Aesa Air Engineering SA- France[1]
f) Aesa Air Engineering PTE Ltd – Singapore[1]
g) Aesa Air Engineering Ltd – China[1]
h) Aesa Air Engineering Pvt Ltd India[1]
i) 760 Rye Street Inc., Canada[1]
1 These are step down subsidiaries
Upto 20[th] March 2020- the subsidiary got deregistered on 7[th] May 2020.

ii) Key Management Personnel and their relatives:

a) Mr. Nirmal Bhogilal, Chairman
b) Mr. Vivek Sharma, Managing Director
c) Mrs. Sheela Bhogilal, Director
d) Mr. Ketan Vyas, Chief Financial Officer e) Mr. Kabir Bhogilal, Chief X Officer

109

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

f) Mrs. Maya Bhogilal
g) Ms Sarika Singh, Company Secretary ( upto 10/08/2018)
h) Mr. Ganpat Sawant, Company Secretary (w.e.f 08/02/2019)

iii) Independent / Non Executive Directors

a) Mr. Ameet Hariani
b) Mr. Eknath.Kshirsagar
c) Mr. George Verghese
d) Mr. Subodh Bhargava
e) Mr. Vijay Kirloskar

iv) Enterprises over which Key Management Personnel are able to exercise significant influence:

a) Batliboi Environmental Engineering Ltd
b) Batliboi International Limited
c) Batliboi Impex Ltd
d) Batliboi Renewable Energy Solutions Pvt Ltd (formerly known as Batliboi Enxco Pvt Ltd)
e) Sustime Pharma Ltd
f) Spartan Electricals
g) Bhagmal Investments Pvt Ltd
h) Delish Gourment Pvt Ltd
i) Hitco Investments Pvt Ltd
j) Nirbhag Investment Pvt Ltd
k) Pramaya Shares and securities Pvt Ltd
l) Bhogilal Trustship Pvt Ltd
j) Hariani & Co

v) Entities in which management personnel are trustees:

a) Bhogilal Leherchand Foundation
b) Leherchand Uttamchand Trust Fund
c) Shekhama Family Trust
d) Bhogilal Family Trust

*Related party relationships on the basis of the requirements of Indian Accounting Standard (Ind AS) – 24 disclosed above is as identified by the company and relied upon by the auditors.

B) Transactions & Outstanding Balances:

( ` In Lakhs)

Sr. No.	Particulars	Subsidiary Companies	Subsidiary Companies	Entities in which Key Management Personnel or their relatives have signifcant infuence	Entities in which Key Management Personnel or their relatives have signifcant infuence	Key Management Personnel & their Relatives	Key Management Personnel & their Relatives
		2019-20	2018-19	2019-20	2018-19	2019-20	2018-19
I)	Transactions
a)	Purchase of goods/ material/ services	57.14	7.77	501.04	667.16	3.85	0.65
b)	Sale of goods/ materials/ services/recoveryof expenses	74.04	248.66	842.69	1024.70	-	-

110

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

( ` In Lakhs)

|||||||(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|---|---|---|---|
|Sr.
No.|Particulars|Subsidiary Companies||Entities in which Key
Management Personnel
or their relatives have
signifcant infuence||Key Management
Personnel & their
Relatives||
|||2019-20|2018-19|
2019-20|
2018-19|2019-20|2018-19|
|c)|Rent/License fee received(paid)|-|-|14.57|1.90|(11.40)|(11.40)|
|d)|Interest Paid(Received)|-|-|115.12|83.18|8.04|8.04|
|e)|Loans and Advance Received/
(Refunded)(Net)|-|-|2,619.75|2391.50|70.00|-|
|f)|Loans and Advances in cash or
kind Given/(refunded) (Net)|-|-|(2,407.75)|(1766.75)|(70.00)|-|
|g)|Remuneration|-|-|-|-|280.38|276.51|
|h)|Balances Written-off/ (Written-
back)|(79.20)|-|(11.95)|-|-|-|
|i)|Investment in Preference Shares|-|25.72|-|-|-|-|
|j)|Director SittingFees|-|-|-|-|4.60|5.30|
|II)|Outstanding Balances as at|||||||
|a)|Loans Received|-|-|916.94|692.14|1,850.88|1862.80|
|b)|Receivable (for goods, services
and other items)-|||||||
||i)Trade Receivables|150.30|117.40|333.33|75.36|-|-|
||ii) Advances Recoverable in
Cash or Kind|-|-|-|31.49|-|-|
|c)|Payables (for goods, services
and other items)|||||||
||i) Interest accrued and due on
loans|-|-|-|55.40|70.00|62.76|
||ii)Employee Related Liabilities|-|-|-|-|93.25|94.99|
||iii)Trade Payables|8.56|100.76|75.22|108.98|22.46|14.58|
|d)|Advance Received|-|-|297.46|207.09|-|-|
|e)|Outstanding investment in
preference shares|592.77|606.69|-|-|-|-|
|f)|OutstandingGuarantee|446.92|786.44|4,460.74|3,698.50|-|-|

111

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

C) Disclosure of material transactions between the company and related parties and the status of outstanding balances as on 31[st] March 2020:

||||(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|---|
|Particulars|Enterprise / Key
Management|Relationship|31st March
2020|31st March
2019|
|Purchase of Goods/
materials/ services/ /
payment of expenses|Batliboi Environmental
engineeringLtd|Entities in which key
management personnel
and/or their relatives have
significant influence|304.37|405.39|
||Batliboi International Ltd||24.87|20.72|
||Batliboi Impex Ltd||111.07|167.61|
||Batliboi Renewable Energy
Solutions Pvt Ltd||2.18|-|
||Spartan Electricals||40.50|73.44|
||Hitco Investments Pvt Ltd||18.05|-|
||Hariani & Co|KeyManagerial Person|3.85|0.65|
||Aesa Air Engineering SA
France|Subsidiary|-|1.37|
||Aesa Air Engineering Pvt
Ltd||57.14|6.40|
|Sale of goods/ materials/
services /recovery of
expenses|Batliboi Environmental
engineeringLtd|Entities in which key
management personnel
and/or their relatives have
significant influence|554.86|402.62|
||Batliboi International Ltd||269.97|604.80|
||Batliboi Renewable Energy
Solutions Pvt Ltd||16.49|16.59|
||Spartan Electricals||1.22|0.54|
||Batliboi Impex Ltd||0.15|0.15|
||Aesa Air Engineering Pvt
Ltd|Subsidiary|0.02|185.01|
||Quickmill Inc.||45.68|34.62|
||AESA Air Engineering S.A.,
France||28.34|29.03|
|Rent/License fees
received/(paid)|Batliboi Environmental
engineeringLtd|Entities in which key
management personnel
and/or their relatives have
significant influence|-|15.96|
||Batliboi Renewable Energy
Solutions Pvt Ltd||(0.73)|(1.42)|
||Spartan Electricals||(2.44)|(1.24)|
||Nirmal Bhogilal (Guest
House)|Chairman|(5.40)|(5.40)|
||Shekhama Family Trust|Trusts in which
management personnel are
trustees|(6.00)|(6.00)|

112

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

( ` In Lakhs)

				(`In Lakhs)
Particulars	Enterprise / Key Management	Relationship	31st March 2020	31st March 2019
Interest Paid/ (Received)	Batliboi International Ltd	Entities in which key management personnel and/or their relatives have significant influence	8.77	8.77
	Hitco Investments Pvt Ltd		106.35	74.41
	Sheela Bhogilal	KeyManagerial Person	8.04	8.04
Loans and advances in cash or kind received	Batliboi Renewable Energy Solutions Pvt Ltd	Entities in which key management personnel	100.00	100.00
	Hitco Investments Pvt Ltd	and/or their relatives have significant influence	2519.75	2291.50
	Nirmal Bhogilal	KeyManagerial Person	70.00	-
Loans and advances in cash or kind repaid	Batliboi Renewable Energy Solutions Pvt Ltd	Entities in which key management personnel and/or their relatives have significant influence	100.00	100.00
	Hitco Investments Pvt Ltd		2307.75	1666.75
	Nirmal Bhogilal	KeyManagerial Person	70.00	-
Balances Written-back	Sustime Pharma Ltd	Entities in which key management personnel and/or their relatives have significant influence	(11.95)	-
	Quickmill Inc.	Subsidiary	(79.20)	-
Remuneration paid to Key Management Personnel and their Relatives	Nirmal Bhogilal	Chairman	41.75	41.86
	Kabir Bhogilal	Chief X Officer	39.90	40.24
	Vivek Sharma	ManagingDirector	146.22	149.54
	Sarika Singh	CompanySecretary	-	2.83
	Ketan Vyas	Chief Financial Officer	44.92	40.78
	Ganpat Sawant	CompanySecretary	7.59	1.26
Director Sitting Fees	Mrs. Sheela Bhogilal	Director	0.45	0.45
	Mr. Ameet Hariani	Independent / Non Executive Director	1.20	1.35
	Mr. Eknath Kshirsagar	Independent / Non Executive Director	1.10	1.05
	Mr. George Verghese	Independent / Non Executive Director	0.60	0.60
	Mr. Subodh Bhargava	Independent / Non Executive Director	1.10	1.20
	Mr. Vijay Kirloskar	Independent / Non Executive Director	0.15	0.65
Investment in preference shares	Queen Project (Mauritius) limited	Subsidiary	-	25.72

113

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Outstanding balances as at 31[st] March 2020

		(`In Lakhs)
Sr.	Particulars	2019-20 2018-19
No.
Outstanding Loans and Advances Received
A)	Entities in which key management personnel and/or their relatives
	have signifcant infuence
i)	Batliboi International Ltd	73.08 73.08
ii)	Hitco Investments Pvt Ltd	843.86 619.06
B)	Key Management Personnel and their relatives
i)	Nirmal Bhogilal	1783.88 1795.80
ii)	Sheela Bhogilal	67.00 67.00
Outstanding Receivable for goods, services and other items
A)	Subsidiary Companies / Entities in which key management personnel
	and/or their relatives have signifcant infuence
i)	Batliboi Environmental Engineering Ltd	189.40 13.57
ii)	Batliboi International Ltd	142.28 76.70
iii)	Batliboi Impex Ltd	1.24 4.18
iv)	Batliboi Renewable Energy Solutions Pvt Ltd	- 12.40
v)	Spartan Electricals	0.41 -
vi)	Aesa Air Engineering SA France	150.30 117.40
Outstanding Payables for goods, services and other items
A)	Subsidiary Companies / Entities in which key management personnel
	and/or their relatives have signifcant infuence
i)	Batliboi Environmental Engineering Ltd	- 20.20
ii)	Batliboi International Ltd	- 55.40
iii)	Batliboi Impex Ltd	0.76 -
iv)	Batliboi Renewable Energy Solutions Pvt Ltd	- 0.81
v)	Sustime Pharma Ltd	- 11.95
vi)	Spartan Electricals	32.76 48.10
vii)	Hitco Investments Pvt Ltd	7.90 -
viii)	Aesa Air Engineering Pvt Ltd	8.56 25.39
ix)	Quickmill Inc.	- 75.37
B)	Key Management Personnel and their relatives
i)	Nirmal Bhogilal	125.41 121.53
ii)	Sheela Bhogilal	28.74 21.50
iii)	Kabir Bhogilal	6.91 4.68

114

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

|||(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|
|Sr.|Particulars|2019-20
2018-19||
|No.||||
|iv)|Vivek Sharma|13.87
18.98||
|v)|Ketan Vyas|7.15
|5.08|
|vi)|Ganpat Sawant|0.61
|0.56|
|vii)|Hariani & Co|3.02
|-|
|C)|Management personnel are trustees & Related|||
|i)|Shekhama Family Trust|33.80
27.92||
|Outstanding Advance received||||
|A)|Entities in which key management personnel and/or their relatives|||
||have signifcant infuence|||
|i)|Batliboi International Ltd|217.72
207.09||
|ii)|Batliboi Renewable Energy Solutions Pvt Ltd|79.74|-|
|Outstanding Investment in preference shares||||
|A)|Subsidiary Companies|||
|i)|Queen Projects (Mauritius) Ltd|592.77
606.69||
|Outstanding Guarantees/collateral security||||
|A)|Subsidiary Companies / Entities in which key management personnel|||
||and/or their relatives have signifcant infuence|||
|i)|Quickmill Inc.|446.92
786.44||
|ii)|Batliboi Environmental EngineeringLtd|4,460.74
3698.50||

NOTE 26 - FINANCIAL DERIVATIVE INSTRUMENTS:

a. Derivative contracts entered into by the Company and outstanding as on 31[st] March, 2020 for Hedging currency and interest related risks.

Nominal amount of derivative contracts entered by the company and outstanding is given below:

			(`In Lakhs)
Sr.	Particulars	31st March, 2020 31st March, 2019
No.
1	Interest Rate Swaps	-	-
2	CurrencySwaps	-	-

115

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

b. Foreign Currency payables and receivables that are not hedged by derivative instruments as on 31[st] March, 2020 and 31[st] March 2019:

Particulars	31st March 2020 31st March 2019
	(In Lakhs) (In Lakhs)
Foreign Currency Receivable exposure: Japan Yen EURO US Dollar Foreign Currency Payable exposure Canadian Dollar EURO US Dollar	- 1.20 6.36 8.25 0.33 0.36 - 1.45 0.07 - 0.59 1.76

c. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

NOTE 27 - “EMPLOYEE BENEFITS”:

The Company has classified the various benefits provided to employees as under:

a. Defined Contribution Plans:

The Company has recognized the following amounts in the Statement of Profit and Loss which are included under contribution to Provident Fund and Other Funds:

contribution to Provident Fund and Other Funds:
		(`in Lakhs)
Particulars	31stMarch 2020	31st March 2019
Contribution to Provident Fund	101.97	83.55
Contribution to ESIC	8.21	11.73
Contribution to Superannuation Fund	13.74	16.18

Provident Fund:

The Fair value of the assets of the provident fund trust as of the balance sheet date is greater than the obligation, including interest and also the returns on these plan assets including the amount already provided are sufficient to take care of provident fund interest obligations, over and above the fixed contributions.

116

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NOTES FORMING PART OF THE FINANCIAL STATEMENTS

b. Defined Benefit Plans:

b. Defned Beneft Plans:
	(`in Lakhs)
	Gratuity (Non-Funded) Leave Encashment (Non funded) Compensated Absences(Non funded)
	31st March 2020 31st March 2019 31st March 2020 31st March 2019 31st March 2020 31st March 2019
1 Change in Beneft Obligation - Liability at the beginning of the year Interest cost Current Service Cost Benefit Paid Actuarial (gain) / Loss on obligation Liability at the end of the year 2 Changes in the Fair Value of Plan Assets - Present Value of Plan Assets as at the beginning of the year Expected Return on Plan Assets Actuarial (Gain)/Loss Employers’ Contributions Benefits Paid Present Value of Planned Assets as at end of the year 3 Amount Recognized in the Balance Sheet including a reconciliation of the Present Value of Defned Beneft Obligation and the Fair Value of Assets Present Value of Defined Benefit Obligation as at the end of the year Fair Value of Plan Assets as at the end of the year Net Liability recognized in the Balance Sheet as at the end of theyear	338.69 308.38 105.11 120.59 12.67 10.05 24.24 22.93 6.77 4.09 0.80 0.67 24.20 16.60 13.61 23.49 0.53 2.28 (29.81) (19.69) (39.78) (71.25) (-) (-) (20.63) 10.47 33.66 28.19 (1.64) (0.33) 336.69 338.69 119.37 105.11 12.36 12.67 - - - - - - - - - - - - - - - - - - 29.81 19.69 39.78 71.25 - - (29.81) (19.69) (39.78) (71.25) - - - - - - - - 336.69 338.69 119.37 105.11 12.36 12.67 - - - - - - 336.69 338.69 119.37 105.11 12.36 12.67

117

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

	(`in Lakhs)
	Gratuity (Non-Funded) Leave Encashment (Non funded) Compensated Absences(Non funded)
	31st March 2020 31st March 2019 31st March 2020 31st March 2019 31st March 2020 31st March 2019
4. Expenses Recognized in the Proft and Loss Account Service Cost Interest Cost Expected Return on Plan Assets Curtailment Cost/(Credit) Settlement Cost/(Credit) Total Expenses recognized in the Proft and Loss A/c 5 Actual Return on Plan Assets Estimated Contribution to be made in the next annual year The composition of plan assets : i.e. percentage of each category of plan assets to total fair value of plan assets as at 31st March,2020 : a) Govt of India Securities b) Corporate Bonds c) Special Deposit Scheme d) Equity Shares of Listed Companies e) Property f) Insurance Managed Funds g) Others Total 6. Amount recognised in Other Comprehensive Income (OCI) Actuarial (Gains) / Losses on Obligations for theperiod	24.20 16.60 13.61 23.49 2.16 2.04 24.24 22.93 6.77 4.09 0.80 0.67 - - - - - - - - - - - - - - - - - - 48.44 39.53 20.38 27.58 2.96 2.71 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (20.63) 10.47 33.66 28.19 (1.64) (0.33)

118

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NOTES FORMING PART OF THE FINANCIAL STATEMENTS

	(`in Lakhs)
	Gratuity (Non-Funded) Leave Encashment (Non funded) Compensated Absences(Non funded)
	31st March 2020 31st March 2019 31st March 2020 31st March 2019 31st March 2020 31st March 2019
Re-measurement(Return on Plan Assets Excluding Interest Income) Change in Asset Ceiling Net (Income) / Expenses for the period recognized in OCI 7. Principal Actuarial Assumptions at the Balance Sheet Date Retirement age Discount rate Mortality Salary escalation Projected benefts payable in future years from the date of reporting 1stfollowing year Sum of years 2 to 5 Sum of years 6 to 10 Sensitivity analysis on PBO Delta effect of 1% increase in rate of discounting Delta effect of 1% decrease in rate of discounting Delta effect of 1% increase in rate of salary escalation Delta effect of 1% decrease in rate of salaryescalation	- - - - - - - - - - - - (20.63) 10.47 33.66 28.19 (1.64) (0.33) 58 years for employees at Manufacturing facilities at Udhna and 60 years at other locations 6.77% p.a. 7.66% p.a. 6.77%p.a. 7.66%p.a. 6.77%p.a. 7.66% p.a. Indian Assured Lives Mortality (2006-2008) Ultimate 4% p.a. 4% p.a. 4% p.a. 4% p.a. 4% p.a. 4%p.a. 22.37 44.65 8.50 10.92 0.93 1.21 145.58 139.47 39.02 34.78 3.88 3.88 112.42 114.85 35.83 35.12 4.81 4.63 315.65 320.03 108.57 86.65 11.34 10.22 360.88 359.99 132.27 102.24 13.56 12.00 360.30 359.94 132.28 102.38 13.58 12.02 315.13 319.43 108.31 86.43 11.31 10.19

119

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

NOTE NO. 28: Earning per share

NOTE NO. 28: Earning per share
Particulars	31st March 2020	31st March 2019
Profit/ (Loss) after Tax – (`in Lakhs)	(752.50)	710.43
No. of Equity shares of`5 each outstanding	2,87,15,883	2,87,15,883
Weighted Average Number of Equity Shares Outstanding during the year
For Basic	2,87,15,883	2,87,15,883
For Diluted	2,87,15,883	2,87,15,883
EPS (`)
Basic	(2.62)	2.47
Diluted	(2.62)	2.47

NOTE 29 - FAIR VALUE MEASUREMENTS:

The following disclosures are made as required by Ind AS -113 pertaining to Fair value measurement:

a. Accounting classification and fair values

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

( ` In Lakhs)

							(`In Lakhs)
Particulars	As at 31-Mar-20			As at 31-Mar-19			Fair Value Measurement Hierarchy
	Amortised Cost	FVPL	At Cost	Amortised Cost	FVPL	At Cost
FINANCIAL ASSETS							Level 2
Investments	-	592.77	5.27	-	606.69	5.27
Trade receivables	1,281.52	-	-	1,297.35	-	-
Cash and cash equivalents	41.57	-	-	16.94	-	-
Bank balances other than above	91.99	-	-	87.28	-	-
Loans	9.40	-	-	11.43	-	-
Others	486.20	-	-	323.55	-	-
Total Financial Assets	1,910.68	592.77	5.27	1,736.55	606.69	5.27
FINANCIAL LIABILITIES							Level 2
Borrowings	6,095.98	-	-	5,939.02	-	-
Tradepayables	2,284.31	-	-	2,685.16	-	-
Other financial liabilities	2,838.85	-	-	1,946.18	-	-
Total Financial Liabilities	11,219.14	-	-	10,570.36	-	-

120

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NOTES FORMING PART OF THE FINANCIAL STATEMENTS

b. Measurement of fair values:

The following tables shows the valuation techniques used in measuring Level 2 fair values.

Type	Valuation technique
Fixed Rate Borrowings	Discounted cash flows: The valuation model considers the present value of expected payment discounted usingappropriate discountingrates.

c. Financial risk management

The Company has exposure to the Credit risk, Liquidity risk and Market risk arising from financial instruments.

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 Board of Directors has established the Risk Management Committee (RMC), which is responsible for developing and monitoring the Company’s risk management policies.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits to control / monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company’s financial risk management policy is approved by the Board of Directors.

d. 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.

Trade receivables: The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.

The following table provides information about the exposure to credit risk and measurement of loss allowance using life time expected credit loss for trade receivables:

life time expected credit loss for trade receivables:	life time expected credit loss for trade receivables:	life time expected credit loss for trade receivables:	life time expected credit loss for trade receivables:	life time expected credit loss for trade receivables:	life time expected credit loss for trade receivables:
(`In Lakhs)
Particulars	Up to 6 months	6 months. to 1yr.	1 year to 3 years	More than 3 years	Total
As on 31stMarch 2020
Gross CarryingAmount	837.26	232.07	182.26	257.69	1,509.28
Specific Provision	-	-	-	227.76	227.76
CarryingAmount	837.26	232.07	182.26	29.93	1,281.52
As on 31st March 2019
Gross CarryingAmount	960.83	136.16	197.97	187.26	1,482.22
Specific Provision	-	-	-	184.87	184.87
CarryingAmount	960.83	136.16	197.97	2.39	1,297.35

Cash and cash equivalents:

The Company held cash and cash equivalents of 41.57 lakhs as at 31[st ] March 2020 (31[st] March 2019: 16.94 lakhs). The cash and cash equivalents are held with reputed banks.

121

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

e. Liquidity Risk:

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. 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.

( ` In Lakhs)

	Carrying amount	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows	Contractual cash fows
		Up to 1 year	1-2 years	2-5 years	More than 5years	Total
As on 31st March 2020
Non-derivative financial liabilities
Borrowings	6,095.98	2,744.07	110.00	1173.08	2,068.83	6,095.98
Interest	70.00	-	-	-	70.00	70.00
Tradepayables	2,284.31	1,803.50	480.81	-	-	2,284.31
As on 31st March 2019
Non-derivative financial liabilities
Borrowings	5,939.02	3,440.53	-	73.08	2,425.41	5,939.02
Interest	125.96	-	-	-	125.96	125.96
Tradepayables	2,685.16	2,150.50	534.66	-	-	2,685.16

f. Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and commodity prices, will affect the Company’s income or the value of its financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables, long term debt and commodity prices. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and commodity price risk.

g. Interest rate risk:

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates, in cases where the borrowings are measured at fair value through the Statement of profit and loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

Exposure to Interest rate risk:

Company’s interest rate risk arises from borrowings. The interest rate profile of the Company’s interest-bearing long term financial instruments is as follows:

term financial instruments is as follows:
	(`In Lakhs)
Particulars	31st March 2020 31st March 2019
Fixed-rate instruments Financial liabilities - measured at amortised cost Variable-rate instruments Total	14.82 21.05 4,094.15 3,458.96 - -
	4108.97 3,480.01

122

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NOTES FORMING PART OF THE FINANCIAL STATEMENTS

h. Currency risk:

The Company is exposed to currency risk on account of its operating and financing activities. The functional currency of the Company is Indian Rupee.

To the extent the exposures on purchases and borrowings are not economically hedged by the foreign currency denominated receivables, the Company uses derivative instruments, like, foreign exchange forward contracts to mitigate the risk of changes in foreign currency exchange and principal only swap rates. Company does not use derivative financial instruments for trading or speculative purposes.

The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies including the use of derivatives like foreign exchange forward contracts to hedge exposure.

Exposure to currency risk:

The currency profile of financial assets and financial liabilities as on 31[st] March 2020 and 31[st] March 2019 are as below:

( ` In Lakhs)

Particulars	Total	INR	CAD	JPY	EURO	USD	MUR
As at 31 March 2020
Financial assets
Cash and cash equivalents	41.57	41.57	-	-	-	-	-
Loans and advances	385.59	381.06	-	-	1.31	3.22	-
Other current financial assets	91.99	91.99	-	-	-	-	-
Trade and other receivables	1,281.52	733.26	-	-	527.00	21.26	-
Other Non-current financial asset	708.05	115.27	-	-	-	-	592.77
Exposure for assets(A)	2,508.72	1,363.16	-	-	528.30	24.49	592.77
Financial liabilities
Longterm borrowings	3,351.91	3,351.91	-	-	-	-	-
Short term borrowings	2,744.06	2744.06	-	-	-	-	-
Trade and otherpayables	2,284.31	2,234.63	-	-	5.51	44.17
Other Current financial liabilities	2,572.80	2,572.80	-	-	-	-	-
Other Non Current financials Liabilities	266.06	266.06	-	-	-	-	-
Exposure for liabilities(B)	11,219.14	11,169.46	-	-	5.51	44.17	-
Net exposure(A-B)	(8,710.42)	(9,806.30)	-	-	522.79	(19.68)	592.77

123

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

TES FORMING PART OF THE FINANCIAL STATEMENTS	TES FORMING PART OF THE FINANCIAL STATEMENTS	TES FORMING PART OF THE FINANCIAL STATEMENTS	TES FORMING PART OF THE FINANCIAL STATEMENTS	TES FORMING PART OF THE FINANCIAL STATEMENTS	TES FORMING PART OF THE FINANCIAL STATEMENTS	TES FORMING PART OF THE FINANCIAL STATEMENTS	TES FORMING PART OF THE FINANCIAL STATEMENTS
(`In Lakhs)
Particulars	Total	INR	CAD	JPY	EURO	USD	MUR
As at 31st March 2019
Financial assets
Cash and cash equivalents	16.94	16.94	-	-	-	-	-
Loans and advances	228.72	228.72	-	-	-	-	-
Other current financial assets	87.28	87.28	-	-	-	-	-
Trade and other receivables	1,297.35	629.70	-	0.74	641.66	25.25	-
Other Non-current financial asset	718.22	111.53	-	-	-	-	606.69
Exposure for assets(A)	2,348.51	1,074.17	-	0.74	641.66	25.25	606.69
Financial liabilities
Longterm borrowings	2,620.14	2,620.14	-	-	-	-	-
Short term borrowings	3,318.88	3,318.88	-	-	-	-	-
Trade and otherpayables	2,685.16	2,488.01	75.37	-	-	121.78	-
Other Current financial liabilities	1,715.35	1,715.35	-	-	-	-	-
Other Non Current financials Liabilities	230.82	230.82	-	-	-	-	-
Exposure for liabilities(B)	10,570.35	10,373.20	75.37	-	-	121.78	-
Net exposure(A-B)	(8,221.84)	(9,299.03)	(75.37)	0.74	641.66	(96.53)	606.69

Sensitivity analysis:

A reasonably possible change in foreign exchange rate at March 31[st] 2020 by 4% would have increased or decreased impact on Profit / (Loss) (before tax) as below:

|||(**in Lakhs)**|**(**in Lakhs)|
|---|---|---|---|
|Particulars|For the year|For the year||
||ended|ended||
||31st March 2020|31st March|2019|
|Movement in exchange rate|4%||4%|
|Impact on profit and loss||||
|CAD- INR|-||3.01|
|JPY- INR|-||0.03|
|EURO – INR|20.91||25.67|
|USD INR|0.79||3.86|
|MUR – INR|22.55||23.33|

124

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NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Note No. 30:

Disclosure relating to Revenue from Contract

a) Disaggregation of revenue into Customer Categories and Geographical areas for the year ended 31[st] March, 2020:

Revenue disaggregation by industry vertical is as follows:

Revenue disaggregation by industry vertical is as follows:
	(`In Lakhs)
Industry Vertical	Year Ended 31st March 2020 Year Ended 31st March 2019
Machine Tools Textile Engineering Others Total`	4,407.64 5,210.58 6,420.53 6,323.34 102.01 107.93
	10,930.18 11,641.85

Revenue disaggregation by geography is as follows:

Revenue disaggregation by geography is as follows:
	(`In Lakhs)
Geography	Year Ended 31st March 2020 Year Ended 31st March 2019
India Foreign Total`	9,609.33 10,168.05 1,320.85 1,473.80
	10,930.18 11,641.85

b) Performance Obligation under contract with customers:

Performance obligations are satisfied at the point of time when the customer obtains the control of the goods. All the unsatisfied performance obligations as on 31[st] March 2020 which are part of contract is expected to be completed within duration of one year.

Note No. 31:

Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves. The primary objective of the Company’s capital management is to maximise the shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.

( ` In Lakhs)

Particulars	31st March 2020 31st March 2019
Loans and Borrowings	6,095.98 5,939.02
Trade Payables	2,284.31 2,685.15

125

Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

( ` In Lakhs)

		(`In Lakhs)
Particulars	31st March 2020	31st March 2019
Other Financial Liability	2,838.85	1946.18
Less : Cash and Cash Equivalents	41.57	16.94
Net Debts	11,177.57	10,553.41
Equity	12,328.80	13,075.85
Capital and net debt	23,506.37	23,629.26
Gearing ratio	48%	45%

Note No 32:

Disclosure for provisions in terms of IND AS 37

The aforesaid provision are made for warranty cover related to goods sold and jobs executed (Refer Note 15) :

The aforesaid provision are made for warranty cover related to goods sold and jobs executed (Refer Note 15) :	The aforesaid provision are made for warranty cover related to goods sold and jobs executed (Refer Note 15) :	The aforesaid provision are made for warranty cover related to goods sold and jobs executed (Refer Note 15) :	The aforesaid provision are made for warranty cover related to goods sold and jobs executed (Refer Note 15) :	The aforesaid provision are made for warranty cover related to goods sold and jobs executed (Refer Note 15) :	The aforesaid provision are made for warranty cover related to goods sold and jobs executed (Refer Note 15) :
(`In Lakhs)
Provisions	Opening Amount	Additional provision	Amount utilized	Amount reversed	Closing balance
2019-20	32.42	23.87	15.11	13.76	27.42
2018-19	40.01	26.27	18.88	14.98	32.42

Note No 33:

ESOP related Disclosure

Pursuant to the resolution passed in the extra ordinary general meeting in the year 2011-12, the Company has reversed 28,65,255 options to the eligible employees of the Company and its subsidiaries under the Employees Stock Option Scheme. The exercise price of all the options is ` 15.75 per option. Summary of stock options as on 31.03.2020 is as follows:

Name of Plan	Number of Options	Exercise Price
ESOP 2011-12 - Phase 1	10,00,000	`15.75
ESOP 2012-13 - Phase 2	1,00,000	`15.75
ESOP 2014-15 - Phase 3	3,50,000	`15.75
ESOP 2015-16 - Phase 4	2,50,000	`15.75
ESOP 2017-18 - Phase 5	1,00,000	`15.75
ESOP 2018-19 - Phase 6	4,50,000	`15.75

126

Annual Report 2019-20

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

|Number and weighted average exercise prices of
stock options for each of the following groups of
options -|Number of Options|Number of Options|Weighted Average Exercise
Price(In**)**|**Weighted Average Exercise** **Price(In**)|
|---|---|---|---|---|
||2019-20|2018 -19|2019-20|2018 -19|
|- Outstandingat the beginningof theperiod|12,91,667|9,61,667|15.75|15.75|
|- Granted duringtheperiod|-|4,50,000|15.75|15.75|
|- Forfeited/Lapsed duringtheperiod|1,08,333|1,20,000|-|-|
|- Exercised duringtheperiod|-|-|-|-|
|- Outstandingat the end of theperiod and|11,83,334|12,91,667|15.75|15.75|
|- Exercisable at the end of theperiod|6,16,667|5,91,667|15.75|15.75|
|Number of Option Vested duringthe Year|1,33,333|1,33,333|||
||||||
|Total number of shares arisingas a result of exercise|-||||
|Moneyrealised byexercise of options()|-|||| |For stock options exercised during the period the weighted average share price at the date of exercise. If options were exercised on a regular basis throughout the period, the weighted average shareprice duringtheperiod.()|No options were exercised during the year.||||
|For stock options outstanding at the end of the
period, the range of exercise prices and weighted
average remaining contractual life (vesting period
+ exercise period). If the range of the exercise
prices is wide, the outstanding of those options
should be divided into ranges that are meaningful
for assessing the number and timing of additional
shares that may be issued and cash that may be
received upon exercise of those options.|Range of exercise Prices (`)||Weighted average
contractual life (Years)||
||2019-20|2019-20|2019-20|2018-19|
|ESOP 2011-12 - Phase 1|15.75|15.75|0.81|1.81|
|ESOP 2014-15 - Phase 3|15.75|15.75|3.44|4.44|
|ESOP 2015-16 - Phase 4|15.75|15.75|4.84|5.84|
|ESOP 2017-18 - Phase 5|15.75|15.75|6.68|7.68|
|ESOP 2018-19 - Phase 6|15.75|15.75|7.15|8.15|
|For liabilities arising from employee share-based
paymentplans|No cash settled awards given out||||
|- Total carryingamount at the end of theperiod|||||
|- Total intrinsic value at the end to the period for
which the right of the employee to cash or other
assets had vested bythe end of theperiod.|||||
|Diluted earnings per share (EPS) pursuant to issue
of shares on exercise of option.|No options were exercised during the year||||

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Batliboi Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Note No 34:

Leases

The Company has adopted Ind AS-116 ‘Leases’ with effect from 1[st] April, 2019 using the modified retrospective method. Cumulative effect of initially applying the standard has been recognized on the date of initial application and hence the Company has not restated comparative information. The Company has recorded Lease liability at the present value of the future lease payments discounted at the incremental borrowing rate and the right-of-use asset at an amount equal to the lease liability, adjusted by the amount of prepaid or accrued lease payments relating to that lease recognized in the balance sheet immediately before the date of initial application.

Accordingly, the Company has recognized right-of-use asset of 108.30 Lakhs and a lease liability of 108.30 Lakhs in the standalone financial statements on the date of initial application. There is no impact on the retained earnings. Due to adoption of Ind AS-116, the nature of expenses have changed from rent in previous periods to depreciation cost on right-of-use asset and finance cost for interest on lease liability. During the year ended 31[st] March, 2020, the Company has recognized depreciation on right-of-use asset 63.35 Lakhs along with interest on lease liability of 18.67 Lakhs respectively. The effect of this standard is not significant on the loss for the year of the Company. Further as per Ind AS-116, the principal portion of lease payments and interest on lease liability has been disclosed under the cash outflow from financing activities. Operating lease payments as per Ind AS-17 Leases were disclosed under the cash outflow from operating activities.

The weighted average incremental borrowing rate applied to lease liabilities recognized in the balance sheet at the date of initial application is 12% with maturity between 2021 to 2023.

The difference between the future minimum lease commitments under Ind AS-17 Leases reported as of 31[st] March, 2019 and the value of lease liability recorded as on 1[st] April, 2019 on adoption of Ind AS-116 Leases is primarily on account of discounting of the lease liability to its present value in accordance with Ind AS-116 and the exclusion of commitments for leases to which the Company has chosen to apply the practical expedient as per the standard.

The changes in the carrying values of right-of-use asset for the year ended 31[st] March, 2020 are given in Note No. 6.

Set out below are the carrying amounts of lease labilities and the movement during the year ended 31[st] March, 2020:

Particulars	Amounts in`Lakhs
As at 1stApril 2019	-
Adjustment on adoption of Ind AS 116 – Leases	179.75
Modifications	-
Interest on Lease Liability	18.67
Repayments	(67.80)
As at 31st March 2020	130.62
Current	47.44
Non-Current	83.18
Total	130.62

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NOTES FORMING PART OF THE FINANCIAL STATEMENTS

The maturity analysis of undiscounted lease liabilities as at 31[st] March, 2020 are as follows:

Particulars	Amounts in`Lakhs
Less than 1year	60.30
1 to 5years	94.44
More than 5years	-
Total	154.74

The following amounts are recognized in the statement of profit and loss for the year ended 31[st] March, 2020:

Particulars	Amounts in`Lakhs
Depreciation expense on right-of-use asset	63.35
Interest expense on lease liability	18.67
Expense relatingto short term leases includingservice charges(included in other expense as rent)	16.64
Total	98.66

The Company had total cash outflows for leases of ` 49.13 Lakhs (excluding interest) for the year ended 31[st] March, 2020. The Company did not have any non-cash additions to right-of-use assets and lease liabilities for the year ended 31[st] March, 2020. Further, there are no future cash outflows relating to leases that have not yet commenced.

Note No.35:

Audit, Legal and Professional Charges (excluding Service Tax/ GST) shown under other expenses (Note 21), includes the following payments to auditors:

includes the following payments to auditors:
	(`In Lakhs)
Particulars	2019-20 2018-19
a) Audit Fees b) Tax Matters c) Certification d) Reimbursement e) Other Services Total	10.42 8.30 - 0.50 4.08 3.00 0.31 0.47 4.00 3.50
	18.81 15.77

Note No. 36:

Reconciliation between opening and closing balance in the Balance Sheet for liabilities arising from financing activities as required by Ind AS 7 “Statement of Cash Flows” is as under:

		(`In Lakhs)
Particulars	31st March 2020	31st March 2019
Cash and Cash Equivalents	41.57	16.94
Current Borrowings	(2,744.06)	(3,318.88)
Non-Current Borrowings	(3,895.16)	(2,753.03)
Net Debt	(6,597.65)	(6,054.97)

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NOTES FORMING PART OF THE FINANCIAL STATEMENTS

||(**In Lakhs)**|**(**In Lakhs)|(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|---|
|Particulars|Other Assets|Liabilities from fnancing
activities||Total|
||Cash and
Bank Balance|Non - Current
Borrowings|Current
Borrowings||
|Net Debts as at 31st March 2019|16.94|(2,753.03)|(3,318.88)|(6,054.97)|
|Cash Flows|24.63|(1,195.96)|567.01|(604.32)|
|Interest Expense|-|(16.85)|(600.01)|(616.86)|
|Interest Paid|-|65.02|607.81|672.83|
|Other non-cash movements -|-|-|-|-|
|- Acquisitions/disposal|-|-|-|-|
|- Fair Value adjustments|-|5.67|-|5.67|
|Net Debts as at 31st March 2020|41.57|(3,895.16)|(2,744.06)|(6,597.65)|

Note No. 37:

Assessment of implication of COVID – 19 pandemic on standalone financial statement

The COVID -19 pandemic has severely disrupted business operations due to lockdown and other emergency measures imposed by the governments. The Company has evaluated the impact of this pandemic on its business operations, liquidity and financial position, recoverability and carrying value of assets and based on management’s review of current indicators and economic conditions there is no material adjustments required to be made on its financial statements as at 31[st] March, 2020. The impact assessment of Covid-19 is a continuing process given the uncertainties associated with its nature and duration and accordingly the impact may be different from that estimated as at the date of approval of these financial results. The Company will continue to monitor any material changes to future economic conditions.

Note No. 38:

Previous year’s figures have been reclassified and re grouped to confirm to current years classification and grouping.

Signature on notes on accounts

For and on behalf of the Board of Directors

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No. 106655W

A. V. Kamat

(Partner) M.No.039585

Nirmal Bhogilal Vivek Sharma Chairman Managing Director DIN No. 00173168 DIN No. 01541498 Ketan Vyas Ganpat Sawant Chief Financial Officer Company Secretary

Place : Mumbai Date : 18[th] July, 2020

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INDEPENDENT AUDITOR’S REPORT

To the Members of Batliboi Limited

Report on the Audit of the Consolidated Ind AS Financial Statements

1. Opinion

We have audited the Consolidated Ind AS financial statements of Batliboi Limited (“the Holding Company”) and its subsidiaries (the Company and its subsidiaries together referred to as “ the Group”), which comprise the Balance Sheet as at 31[st] March 2020, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows for the year then ended, and notes to the consolidated Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Ind AS financial statements give the information required by the Companies Act, 2013 (“the Act) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the Consolidated state of affairs of the Group as at 31[st] March, 2020, the Consolidated loss and consolidated total other comprehensive income, Consolidated changes in equity and its Consolidated cash flows for the year ended on that date.

2. Basis for Opinion

We conducted our audit of the Consolidated Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Consolidated Ind AS financial statements under the provisions of the Companies Act, 2013 (“the Act”) and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on Consolidated Ind AS financial statements.

3. Emphasis of Matter

Without qualifying our report in respect of the following, we draw attention to:

a) Note 41 of the consolidated financial statement, as regards the group’s assessment of the financial impact due to restrictions and conditions related to COVID-19 pandemic situation, for which a definitive assessment of the impact in the subsequent period is highly dependent upon circumstances as they evolve.
b) Note 42 of the consolidated financial statement, as regards to subsequent period event occurred in case of one of the subsidiary AESA Air Engineering SA, France, the board of the said subsidiary company has filed Judiciaire Redressement under French Law on 6th July, 2020. The judicial recovery plan is intended to allow the continuation of the activity of the company, the maintenance of employment and the discharge of its debts. The financial statements of the said company has been prepared on going concern basis as in management view the subsidiary company would be able to find favourable solution under the judiciaire redressement and would continue its business operation on normal basis.

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4. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated Ind AS financial statements of the current year. These matters were addressed in the context of our audit of the consolidated Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report which is based on audit procedures performed by us.

Sr. No.	Key Audit Matter	Auditor’s Response
1)	Physical Inventory verification in respect of Holding Company at year end – During the year, the management of the Holding Company has done physical verification of the inventory and as on 31stMarch 2020 the physical verification of inventory was carried out subsequent to year end due to restrictions and lockdown imposed amid outbreak of COVID -19.	We have followed the following audit procedures: a) We have performed alternative procedures which includes reviewing the reports of cyclical counts performed by the management of the Holding Company during the year, roll forward procedures, checking the documentation with respect to purchase, consumption and sale of inventory if any, to audit the existence of Inventory as per the guidance provided in SA-501 – “Audit Evidence Specific Consideration for Selected Items” and have obtained sufficient audit evidence. b) During the year, the management of the Holding Company had carried out physical verification of inventory and for inventory as on 31stMarch 2020 verification was carried out subsequent to the year end. We have relied on the physical verification reports shared by the management for all the locations where the physical verification was conducted subsequent to the year end. c) We have also performed analytical procedures for reasonableness of the value of stock at theyear end.
2)	Evaluation of Contingent Liabilities – The Holding Company has disclosed contingent liability on account of sales tax, excise duty, TDS and claims not acknowledged as debts made in courts against the company relating to various business operations and human resource cases. The management has applied significant judgment to determine the possible outcome of these disputes and no provision relating to these liabilities has been taken in the financial statement as on 31stMarch 2020. Refer note 26 of the Consolidated Ind AS Financial Statements for disclosure of Contingent Liabilities.	We have followed the following audit procedures: a) Evaluated the design and tested the operating effectiveness of the relevant controls, through combination of procedures involving inquiry and observation, reperformance and inspection of evidence in respect of operation of these controls to assess how the Holding Company monitors the disputed tax liabilities, court cases, related developments and their assessment of the potential impact on the Holding Company. b) For uncertain disputed taxes and court cases, obtained details of tax assessments, appeal order, court status, court orders and demands from management of the HoldingCompany.

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Sr. No.	Key Audit Matter	Auditor’s Response
		c) Evaluated the Holding Company management’s underlying assumptions of the validity and adequacy of provisions for uncertain disputed taxes, court cases and evaluating the basis of determination of the possible outcome of the disputes. Also considered legal precedence and other rulings and read, where applicable, external advice sought by the Holding Company for these uncertain disputed taxes, court cases and reviewed related correspondence in evaluating management’s position on these uncertain disputed taxes and court cases.

5. Information other than the consolidated Ind AS financial statements and Auditor’s report thereon

The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Directors Report, Corporate Governance Report and Management Discussion and Analysis, but does not include the consolidated Ind AS financial statements and our auditor’s report thereon. The Annual report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the consolidated Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information included in the above reports, if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance of the Holding Company and determine the actions under the applicable laws and regulations.

6. Responsibilities of Management and Those Charged with Governance for the Consolidated Ind AS Financial Statements

The Holding Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Consolidated Ind AS financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance, consolidated total comprehensive income, consolidated changes in equity and consolidated cash flows of the Group in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the Companies included in the Group are responsible for maintenance of the 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; 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 Consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Consolidated Ind AS financial statements, the respective Board of Directors of the Companies included in the Group are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

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The respective Board of Directors of the Companies included in the Group are also responsible for overseeing the Company’s financial reporting process.

7. Auditor’s Responsibilities for the Audit of the consolidated Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standard on auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Ind AS financial statements.

As part of an audit in accordance with Standard on auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Holding Company, has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Consolidated Ind AS financial statements, including the disclosures, and whether the Consolidated Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated Ind AS financial statements. We are responsible for the direction, supervision and performance of the audit of the Ind AS financial statements of such entities included in the consolidated Ind AS financial statements. For the other entities included in the consolidated Ind AS financial statements, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Consolidated Ind AS financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

8. Other Matters

a) We did not audit the financial statements / financial information of eight subsidiary companies, whose financial statements reflect total assets of Rs.17,271.59 Lakhs as at 31[st] March 2020, and net assets of Rs.8,421.02 Lakhs as at 31[st] March 2020, total revenue of Rs.10,394.56 Lakhs, total profit/(loss) after tax of Rs.(721.97) Lakhs and net cash inflows amounting to Rs.24.21 Lakhs for the year then ended, as considered in the consolidated Ind AS financial statements. These financial statements/ financial information have been audited by other auditor 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 company and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the report of the other auditor.
b) We have relied on the unaudited financial statement of one intermediate step down subsidiary whose financial statements reflect total assets of Rs.20.49 Lakhs as at 31[st] March 2020, net assets of Rs.16.91 Lakhs as at 31[st] March 2020, total revenue of Rs.44.83 Lakhs, total loss after tax of Rs.(1.86) Lakhs and net cash inflows amounting to Rs.3.10 Lakhs for the year then ended on that date. These financial statements as approved by the Board of Directors of the said subsidiary have been furnished to us by the management and our report in so far as it relates to the amount included in respect of the said subsidiary is based solely on such approved unaudited financial statements. We have been informed that as per the local laws of the country where the subsidiary is situated audit of the financial statement of the subsidiary is not mandatory and the financial statement of the said subsidiary is immaterial subsidiary within the Group.

Our opinion on the consolidated Ind AS financial statements and our report on Other Legal and Regulatory requirements below is not modified in respect to our reliance on the work done and the reports of the other auditors.

9. Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditor on separate financial statement and the other financial information of subsidiary companies, 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 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 appears from our examination of those books and the reports of the other auditor.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income, Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with by

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this report are in agreement with the relevant books of account maintained for preparation of Consolidated Ind AS Financial Statements.

d) In our opinion, the aforesaid Consolidated Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors of the Holding Company as on 31[st ] March 2020 taken on record by the board of directors of the Holding Company and according to the report of the statutory auditor of its one of the step down Subsidiary Company which is incorporated in India, none of the Directors are disqualified as on 31[st] March 2020, from being appointed as a director in terms of sub-section 2 of Section 164 of the Act. According to information and explanations provided to us, sub-section 2 of section 164 of the Act is not applicable to eight subsidiary companies as these are not incorporated in India.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and its step down Subsidiary Company incorporated in India to the extent applicable and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure A’. According to information and explanations provided to us, clause (i) sub-section 3 of section 143 of the Act is not applicable to eight subsidiary companies as these are not incorporated in India.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Holding Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) 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 and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the subsidiaries, as noted in the ‘Other matter’ paragraph:
i. The Group has disclosed the impact of pending litigations on its financial position in its Consolidated Ind AS financial statements – Refer Note 26 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; and
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies incorporated in India.

For Mukund M. Chitale & Co Chartered Accountant Firm Reg. No. 106655W

A. V. Kamat

(Partner)

Place : Mumbai Date : 18[th] July 2020

M. No. – 039585 UDIN - 20039585AAAAFF5398

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Annexure A to the Independent Auditor’s Report

Annexure referred to in para 9(f) to the Independent Auditor’s Report of even date to the members of Batliboi Limited on the Consolidated Ind AS financial statements for the year ended 31[st] March, 2020.

Report on the Internal Financial Control 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 Batliboi Limited (“the Holding Company”) and its step down subsidiary company, as of 31[st] March, 2020 in conjunction with our audit of the consolidated Ind AS financial statements for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company and one of its step down subsidiary company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding 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. 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 group’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.

Auditors’ Responsibility

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system 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 judgement, including the assessment of the risks of material misstatement of the consolidated Ind AS 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 auditors in terms of their reports referred to in Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

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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 consolidated Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Opinion

In our opinion the Holding Company and its step down subsidiary company which is incorporated in India, 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 31[st] March, 2020, based on the internal control over financial reporting criteria established by the Holding 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.

Other Matter

Our report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting of the Holding Company, insofar as it relates to one step down subsidiary company, which is company incorporated in India, is based on the corresponding report of the auditor of such subsidiary company incorporated in India.

For Mukund M. Chitale & Co Chartered Accountant Firm Reg. No. 106655W

A. V. Kamat

Place : Mumbai Date : 18[th ] July 2020

(Partner) M. No. – 039585 UDIN - 20039585AAAAFF5398

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2020

			(`In Lakhs)
Part	iculars Notes	As at 31-Mar-20	As at 31-Mar-19
ASS 1 (a) (b) (c) (d) (e) (f) (g) 2 (a) (b) (c) 3 1 (a) (b) 2 (a) (b) (c) 3 (a) (b) (c)	ETS Non-current assets Property, Plant and Equipment 7 Capital work-in-progress 7 Right of use assets 8 Other Intangible assets 7 Intangible Assets under development 7 Financial Assets i. Investments 9 ii. Trade receivables 10.1 iii. Loans 10.2 Other non-current assets 10.3 Total Non current Assets Current assets Inventories 11.1 Financial Assets i. Trade receivables 11.2 ii. Cash and cash equivalents 11.3 iii. Bank balances other than (ii) above 11.4 iv. Loans 12.1 v. Others Current Assets 12.2 Current Tax Assets (Net) 12.3 Total current Assets Non Current Asset Held for Sale 13 Total Assets EQUITY AND LIABILITIES Equity Equity Share capital 14.1 Other Equity 14.2 Total Equity LIABILITIES Non-current liabilities Financial Liabilities i. Borrowings 15.1 ii. Lease Liability 36 iii. Trade payables (a) Total outstanding dues of micro enterprises and small enterprises 15.2 (b) Total outstanding dues of creditors other than micro enterprises and small enterprises 15.2 iv. Other financial liabilities 15.3 Provisions 15.4 Deferred tax liabilities (Net) 16 Total Non-current liabilities Current liabilities Financial Liabilities i. Borrowings 17.1 ii. Lease Liability 36 iii. Trade payables (a) Total outstanding dues of micro enterprises and small enterprises 17.2 (b) Total outstanding dues of creditors other than micro enterprises and small enterprises 17.2 Other current liabilities 17.3 Provisions 17.4 Total Current liabilities Total Equity and Liabilities		20,082.27 34.33 - 85.82 - 5.27 198.31 3.13 120.57

		19,830.98
		36.45
		270.46
		44.10
		12.97

		5.27
		212.71
		1.44
		129.67
		20,544.05	20,529.70
			3,735.09 3,344.06 588.21 87.28 8.30 462.95 116.42
		3,640.01

		2,534.62
		803.63
		91.99
		7.96
		741.88
		32.47
		7,852.56	8,342.31
		1,779.39	1,779.39
		30,176.00	30,651.40
			1,435.79 12,254.35

		1,435.79
		10,557.32
		11,993.11	13,690.14
			3,210.70 - - 534.66 230.83 518.83 1,423.66


		3,955.00
		158.70

		-
		480.81
		182.88
		580.91
		1,181.33
		6,539.63	5,918.68
			3,779.79 - 86.03 4,021.51 2,715.15 440.10

		2,768.49
		133.09

		34.58
		4,371.84
		4,000.94
		334.32
		11,643.26	11,042.58
		30,176.00	30,651.40

The Notes on Accounts form integral part of Financial Statements 1 to 43

As per our report of even date

For Mukund M. Chitale & CO. Chartered Accountants Firm Reg. No : 106655W

A.V. Kamat (Partner) M. No. 039585 Place : Mumbai Date : 18[th] July, 2020

For and On Behalf of the Board of Directors

NIRMAL BHOGILAL KETAN VYAS Chairman Chief Financial Officer DIN No. 00173168 VIVEK SHARMA GANPAT SAWANT Managing Director Company Secretary DIN No. 01541498

140

Annual Report 2019-20

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2020

		(`In Lakhs)
Particulars Notes	Year Ended 31-03-2020	Year ended 31-03-2019
INCOME I Revenue From Operations 18 II Other Income 19 III Total Income (I+II) IV EXPENSES Cost of materials consumed 20.1 Purchases of Stock-in-Trade 20.2 Changes in inventories of finished goods, Stock-in -Trade and work-in-progress 20.3 Employee benefits expense 21 Finance costs 22 Depreciation and amortization expense 7 & 8 Other expenses 23 Total expenses (IV) V Profit/(loss) before exceptional items and tax VI Exceptional Items VII Proft/(loss) before tax (V-VI) VIII Tax expense: (1) Current tax (2) Earlier year tax (3) Deferred tax credit / (charge) 16 IX Proft (Loss) for the year (VII-VIII) X Other Comprehensive Income A (i) Items that will not be reclassified to profit or loss (ii) Income tax relating to items that will not be reclassified to profit or loss 16 B (i) Items that will be reclassified to profit or loss Effects of changes in rates of foreign currency monetary items XI Total Comprehensive Income for the year (Comprising Proft (Loss) and Other Comprehensive Income for the year) XII Earnings per equity share: 30 (1) Basic (2) Diluted		24,891.83 645.62
	19,527.09
	405.43
	19,932.52	25,537.45
		11,914.82 1,675.02 (106.95) 5,057.37 772.28 412.07 5,875.98
	9,223.73
	1,710.67
	(227.62)
	5,183.56
	899.84
	574.49
	4,321.19
	21,685.86	25,600.59
	(1,753.34)	(63.14) - (63.14) 84.61 0.15 1,435.42
	-
	(1,753.34)

	73.30
	0.46
	239.36
	(1,586.82)	1,287.82
		(38.33) 9.97 30.14
	(11.39)
	2.96

	(80.86)
	(1,676.11)	1,289.60
		4.48 4.48
	(5.53)
	(5.53)

The Notes on Accounts form integral part of Financial Statements 1 to 43

As per our report of even date

For Mukund M. Chitale & CO. Chartered Accountants Firm Reg. No : 106655W

A.V. Kamat (Partner) M. No. 039585

For and On Behalf of the Board of Directors

NIRMAL BHOGILAL

KETAN VYAS

Chairman DIN No. 00173168

Chief Financial Officer

VIVEK SHARMA

GANPAT SAWANT Company Secretary

Managing Director DIN No. 01541498

Place : Mumbai Date : 18[th] July, 2020

141

Batliboi Limited

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2020

A) Equity Share Capital

A) Equity Share Capital	A) Equity Share Capital	A) Equity Share Capital
(`In Lakhs)
Particulars	Note	Amounts
As at 1stApril 2018		1,435.79
Changes in EquityShare capital duringtheyear		-
As at 31st March 2019		1,435.79
Changes in EquityShare capital duringtheyear		-
As at 31st March, 2020	14.1	1,435.79

B) Other Equity

( ` In Lakhs)

Particulars	Capital Reserve	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus	Reserves and Surplus
		Capital Redemption Reserve	Securities Premium	General Reserve	Employee Stock Option Reserve	Investment Allowance Reserve	Other Comprehensive Income		Retained Earnings	Total
							Foreign Currency Translation Reserves	Others
As at 1st April 2018	25.00	160.60	396.59	1,162.92	36.61	63.05	65.89	(20.70)	9,061.41	10,951.38
Profit / (Loss) for the year	-	-	-	-	-	-	-	-	1,287.82	1,287.82
Accrual of Employee Conpensation cost	-	-	-	-	13.38	-	-	-	-	13.38
Total Comprehensive Income for the year	-	-	-	-	-	-	30.14	(28.36)	-	1.78
As at 31st March 2019	25.00	160.60	396.59	1,162.92	49.99	63.05	96.03	(49.06)	10,349.23	12,254.35
Profit / (Loss) for the year	-	-	-	-	-	-	-	-	(1,586.82)	(1,586.82)
Accrual of Employee Conpensation cost	-	-	-	-	13.88	-	-	-	-	13.88
Total Comprehensive Income for the year	-	-	-	-	-	-	(80.86)	(8.43)	-	(89.29)
Foreign Currency translation reserve reclassified to profit and loss on liquidation of subsidiary	-	-	-	-	-	-	(34.80)	-	-	(34.80)
As at 31st March 2020	25.00	160.60	396.59	1,162.92	63.87	63.05	(19.63)	(57.49)	8,762.41	10,557.32

The Notes on Accounts form integral part of Financial Statements 1 to 43

As per our report of even date For Mukund M. Chitale & CO. Chartered Accountants Firm Reg. No : 106655W

A.V. Kamat (Partner) M. No. 039585 Place : Mumbai Date : 18[th] July, 2020

For and On Behalf of the Board of Directors

NIRMAL BHOGILAL KETAN VYAS Chairman Chief Financial Officer DIN No. 00173168 VIVEK SHARMA GANPAT SAWANT Managing Director Company Secretary DIN No. 01541498

142

Annual Report 2019-20

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020

||||(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|---|
||Year Ended
31-Mar-20||Year Ended
31-Mar-19||
|I.
CASH FLOW ARISING FROM OPERATING
ACTIVITIES:
Net Proft / (Loss) Before Tax and Exceptional
Items
Add back:
a) Depreciation
b) Interest Expense
c) Interest on Lease Liability
d) Loss on Sale/Disposal of Assets
e) Provision for Doubtful Debts/Advances
f) Bad Debts
g) Gratuity and Leave Encashment Provision
h) Foreign Exchange Loss
i) Employee Stock Option Reserve
Deduct:
a) Income from Investments /(Dividend)
b) Interest Income
c) Unclaimed Credit Balances Appropriated
d) Profit on Sale of Fixed Assets
e) Foreign Currency translation reserve
reclassified to profit and loss on liquidation of
subsidiary
f) Foreign Exchange Gains
Operating Proft Before Working Capital
Changes
Add/ Deduct :
a) Decrease/ (Increase) in Inventories
b) Decrease/ (Increase) in Trade Receivables &
Advances
c) Decrease/ (Increase) in Other Current Assets
d) Increase/ (Decrease) in Trade and Other
Payables
Income Taxes (Paid)/ Refund received
Net Cash Inflow / (Outflow) from Operations (A)
II.
CASH FLOW ARISING FROM INVESTING
ACTIVITIES:
a) Interest Income
b) Proceeds from Sale of Fixed Assets
c) Acquisition of Fixed Assets
d) Decrease/ (Increase) in Bank Deposits
e) Income from Investments /(Dividend)
Net Cash Infow / (Outfow) in Course of
Investing Activities(B)|||412.07
628.79
-
6.70
40.65
154.99
69.82
-

13.38|(63.14)

1,326.40

326.46|
|||(1,753.34)|||
||||||
||574.49||||
||678.50||||
||30.52||||
||8.52||||
||42.89||||
||38.86||||
||71.77||||
||21.30||||
||13.88|1,480.73|||
||||0.60
27.10
273.13
2.62
-
23.01||
||0.60||||
||6.61||||
||143.67||||
||3.50||||
||34.82||||
||-|
189.20|||
|||(461.81)|454.13
(756.81)
(35.87)

1,116.13|936.80

777.58|
||||||
||95.08||||
||
692.33||||
||(286.34)||||
||1,022.20|1,523.27|||
|||1,061.46|

9.63
4.08
(219.55)
290.09
0.60|159.22
16.42|
|||11.11|||
|||1,072.57||175.64

84.85|
||||||
||6.61||||
||5.30||||
||(173.75)||||
||(4.70)||||
||0.60|(165.94)|||
|||(165.94)||84.85|

143

Batliboi Limited

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020

	Year Ended 31-Mar-20 Year Ended 31-Mar-19	Year Ended 31-Mar-20 Year Ended 31-Mar-19	Year Ended 31-Mar-20 Year Ended 31-Mar-19
III. CASH FLOW ARISING FROM FINANCING ACTIVITIES: a) Proceeds from/ (Repayment of) in Long Term Borrowings b) Proceeds from/ (Repayment of) in Short Term Borrowings c) Payment of Lease Liability (including interest on lease liability) d) Interest Paid Net Cash Infow/(Outfow) in Course of Financing Activities (C) Net Increase/(Decrease) in Cash/Cash Equivalents (A+B+C) Add: Cash/Cash Equivalents at the beginning of the year Cash/Cash Equivalents at the end of the year Consists of: Cash in Hand Bank Balance Closing Cash at the end of the year		(13.44) 663.58 - (691.21) (613.38)	36.76
	1,196.91
	(1,011.30)
	(142.34)
	(734.47)
		(691.21) 215.42 588.21 803.63 12.46 791.17 803.63	36.76
			297.25 290.96

			588.21
			36.75 551.46


			588.21

Note - 1

As required by Ind AS 7 ‘”Statement of Cash Flows”, reconciliation between opening and closing balances in the consolidated balance sheet for libilities arising from financing activities is given in note 39 of the consolidated financial statements.

The Notes on Accounts form integral part of Financial Statements 1 to 43

As per our report of even date

For and On Behalf of the Board of Directors

For Mukund M. Chitale & CO.

Chartered Accountants Firm Reg. No : 106655W

NIRMAL BHOGILAL

Chairman DIN No. 00173168

KETAN VYAS

Chief Financial Officer

A.V. Kamat

(Partner) M. No. 039585

VIVEK SHARMA

Managing Director DIN No. 01541498

GANPAT SAWANT

Company Secretary

Place: Mumbai Date: 18[th] July, 2020

144

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Note No. 1

Company Overview

Batliboi Ltd (the Holding Company) and its subsidiaries (collectively referred to as “the Group”), is engaged in manufacture and trading of machine tool and textile engineering machines. The Holding Company is a public limited company incorporated and domiciled in India. The Registered Office of the Holding Company is situated in Mumbai. Its shares are listed on Bombay Stock Exchange (BSE).

Note No. 2

Basis for preparation and measurement

i. Basis of preparation:

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (Act) read with Rule 4A of Companies (Accounts) Second Amendment Rules, 2015, Companies (Indian Accounting Standards) Rules, 2015 and the other relevant provisions of the Act and Rules thereunder.

ii. Basis of measurement:

The consolidated financial statements have been prepared on accrual basis and in accordance with historical cost convention basis, except for certain financial assets and financial liabilities which have been measured at fair value in accordance with Ind AS. All assets and liabilities are classified into current and non-current generally based on the nature of product/activities of the Group and the normal time between acquisition of assets/liabilities and their realisation/settlement in cash or cash equivalent. The Group has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

iii. Presentation of Financial Statements:

The Balance Sheet, Statement of Profit and Loss, Statement of Changes in equity and Cash Flow Statement are prepared and presented in the format prescribed in the Schedule III to the Companies Act, 2013 (“the Act”). The disclosure requirements with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the financial statements along with the other notes required to be disclosed under the notified Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

iv. Functional and presentation Currency :

The Holding Company’s presentation and functional currency is Indian Rupees ( ` ) and all values are rounded off to the nearest lakhs (INR 00,000), except when otherwise indicated.

145

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Note No. 3

Basis of Consolidation

Subsidiaries:

The Consolidated financial statements have been prepared on the following basis:

Subsidiary companies are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiary companies are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Changes in company’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions .The carrying amount of the company’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the company.
The acquisition method of accounting is used to account for business combinations by the Group.
The financial statements of subsidiary companies used in consolidation are drawn upto the same reporting date as of the Holding Company i.e. year ended 31[st] March 2020.
The financial statements of the Holding Company and its subsidiary companies have been combined on a line by line basis by adding together the fair values of like items of assets, liabilities, revenues and expenses.
Intra group balances and intra group transactions and resulting profits are eliminated in full. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented to the extent possible in the same manner as the company’s separate financial statements.

146

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

The following subsidiary companies are considered in the Consolidated Financial Statements.

Sr. No.	Name of the Subsidiary Company	Country Domiciled/ Incorporated	% of holding either directly or through subsidiaries	% of holding either directly or through subsidiaries	Date since it became subsidiary
			As at 31st March 2020	As at 31st March 2019
1	Queen Projects(Mauritius)LTD	Mauritius	100%	100%	10.04.2007
2	Vanderma Holdings Ltd1	Cyprus	100%	100%	10.04.2007
3	Pilatus View Holding AG1*	Switzerland	-	100%	10.04.2007 Upto 20.03.2020
4	Quickmill Inc1	Canada	100%	100%	12.04.2007
5	760 Rye Street Inc1	Canada	100%	100%	15.04.2009
6	AESA Air EngineeringS.A.1	France	70%	70%	06.07.2007
7	AESA Air EngineeringPrivate Ltd.1	India	70%	70%	06.07.2007
8	ASEA Air EngineeringPte. Ltd1	Singapore	70%	70%	06.07.2007
9	AESEA Air EngineeringLtd. China1	China	70%	70%	06.07.2007

1 These are step down subsidiaries.

Liquidation of Pliatus View Holding AG was carried during the year, the investment held by Pilatus View Holding AG in Quickmill Inc and 760 Rye Street were transferred on 20[th] March 2020 to Vanderma Holdings Ltd and Pilatus View Holding AG got de-registered on 7[th] May 2020.

Note No. 4

Business Combinations

The Holding Company accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in profit and loss as incurred. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at the fair values at the acquisition date.

Purchase consideration paid in excess of the fair values of net assets acquired is recognised as goodwill. Where the fair value of 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.

The interest of non-controlling shareholders is initially measured either at fair value or at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition by acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity of subsidiaries.

Business combinations arising from transfer of interests in entities that are under the common control are accounted at historical cost. The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity are recorded in shareholders’ equity.

147

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Note No. 5

Use of Judgement, Assumptions and Estimates

The preparation of the Group’s consolidated financial statements requires management to make informed judgements, reasonable assumptions and estimates that affect the amounts reported in the financial statements and notes thereto. Uncertainty about these could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in the future periods. These assumptions and estimates are reviewed periodically based on the most recently available information. Changes in accounting estimates are reflected in the financial statements in the period in which changes are made and if material, their effects are disclosed in the notes to the financial statements.

In the assessment of the Holding Company, the most significant effects of use of judgments and/or estimates on the amounts recognized in the financial statements relate to the following areas:

Financial instruments;
Useful lives of property, plant & equipment;
Valuation of inventories;
Measurement of recoverable amounts of assets / cash-generating units;
Assets and obligations relating to employee benefits;
Evaluation of recoverability of deferred tax assets;
Leases;
Assets Held for Sale; and
Provisions and Contingencies.

Note No.6.1

SIGNIFICANT ACCOUNTING POLICIES

A. Property, Plant and Equipments -

a) The cost of an item of property, plant and equipment is recognized as an asset only if it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably.
b) Property, plant and equipment are stated at cost net of tax / duty credit availed, less accumulated depreciation and accumulated impairment loss, if any.
c) The initial cost of an asset comprises its purchase price or construction cost (including import duties and nonrefundable taxes), any costs directly attributable to bringing the asset into the location and condition necessary for it to be capable of operating in the manner intended by management, estimate of any decommissioning obligation (if any) and the applicable borrowing cost till the asset is ready for its intended use.
d) Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
e) Where the cost of a part of asset (“asset component”) is significant to total cost of the asset and useful life of that part is different from the useful life of the remaining asset, useful life of that significant part is determined separately and such asset component is depreciated over its separate useful life.

148

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

f) An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds if any and the carrying amount of the asset) is included in the Statement of Profit and Loss when the asset is derecognised.
g) Spare parts which meet the definition of property plant and equipment are capitalized as property, plant and equipment. In other cases, the spare parts are inventorised on procurement and charged to Statement of Profit & Loss on issue/consumption.
h) When significant parts of property, plant and equipment are required to be replaced at intervals, the Group derecognises the replaced part and recognises the new part with its own associated useful life and it is depreciated accordingly. All other repair and maintenance cost are recognised in the Statement of Profit and Loss as and when incurred.
i) Property, Plant and Equipment which are not ready for intended use as on date of Balance Sheet are disclosed as ‘Capital Work in Progress’.
j) On transition to Ind AS Land, Building and Plant and Machinery has been measured at fair value as deemed cost as on the date of transition as per the option available to the Holding Company in accordance with Ind AS 101 – First Time Adoption of Indian Accounting Standard.

B. Depreciation

a) Depreciation policy in case of Holding Company:

i) For Manufacturing unit at Udhna and Windmill -

Depreciation on property, plant and equipment in Holding Company’s books is provided on the straight line basis over the useful lives of assets (after retaining the residual value of up to 10% for factory building, plant and machinery and 5% for other assets). The useful lives determined are in line with the useful lives as prescribed in the Schedule II of the Act except in case of Factory Building. In case of Factory Building depreciation is provided over their remaining useful life as on the date of transition to Ind AS.

ii) For all other units:

b) Depreciation policy in case of Overseas Subsidiaries:

Depreciation on Property, Plant and Equipment of the overseas subsidiaries is provided over its economic life determined by the management of the respective subsidiaries and are determined in accordance with laws applicable in countries where such operations are domiciled as given below :

149

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Assets	Quick mill Inc., Canada	760 Rye street INC, Canada	Aesa Air Engineering, SA France*
Building	-	4% on written Down Value	15 years Straight line
Leasehold Improvements	50% on Written Down Value	-	-
Machinery &Equipment	20% on Written Down Value	-	3-10 years Straight line
Furniture and fixture	20% on Written Down Value	-	10 years Straight line
Computers/office Equipment	30% on Written Down Value		1-7.5 years Straight line
Computer software	100% on Straight line	-	1-3years Straight line
Vehicles/Transport Equipment	-	-	1-4 years Straight line
Other tangible assets	-	-	2-5years Straight line
Other Intangible assets	-	-	4-10years Straight line
Trade Mark	5 Years on Straight line	-	-
Development Cost	3 Years on Straight line	-	-

*Aesa Air Engineering ,SA France and its subsidiaries.

There are no Property, Plant and Equipment in any of the other subsidiaries except for the above mentioned subsidiaries.

c) The residual values and useful lives of property, plant and equipment are reviewed at each financial year end and changes, if any, are accounted in the period in which the estimates are revised.
d) The group depreciates components of the main asset that are significant in value and have different useful lives as compared to the main asset separately.
e) The spare parts are depreciated over the estimated useful life based on internal technical assessment.
f) Expenditure on major repairs and overhauls which qualify for recognition in the item of Property, Plant and Equipment and which result in additional useful life, is depreciated over the extended useful life of the asset as determined by technical evaluation.
g) Depreciation is charged on additions / deletions on pro-rata monthly basis including the month of addition / deletion.

C. Leases

150

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. Right-of-use assets are tested for impairment whenever there is an indication that their carrying value may not be recoverable. Impairment loss, if any is recognized in the statement of profit and loss account.

The lease liability is measured at amortized cost, at the present value of the future lease payments. The lease payments are discounted using the Holding Company’s incremental borrowing rate. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Group recognises the lease payments associated with these leases as an expense over the lease term.

D. Inventories

a) Raw materials and finished goods on weighted average basis.
b) Work in progress at raw material cost plus cost of conversion.
c) Stores and loose tools on weighted average basis.

Obsolete, slow moving, surplus and defective stocks are identified and where necessary, provision is made for such stocks.

E. Revenue Recognition

Revenue from contracts with customers:

Revenue from contract with customers is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration which the Group expects to receive in exchange for those goods or services. Performance obligations are satisfied at the point of time when the customer obtains the control of the goods.

Service Income :

Income from annual maintenance services is recognized proportionately over the period of contract.

151

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Revenue from Works Contract:

Interest Income:

Interest income is recognized using Effective Interest Rate (EIR) method.

Dividend Income:

Revenue is recognized when the Company’s right to receive the payment has been established.

F. Employee Benefits

Short term employee benefits are recognized as an expense at an undiscounted amount in the Statement of Profit and Loss for the year in which the related services are rendered.

The Holding Company’s post-employment benefit consists of provident fund, gratuity and superannuation fund. The Holding Company also provides for leave encashment which is in the nature of long term benefit.

The Holding Company’s contributions to Provident Fund administered by Regional Provident Fund Authorities and ESIC and Labour Welfare Fund in the case of employees at manufacturing unit at Udhna, which are defined contribution plans, are recognized as an expense in the Statement of Profit and Loss for the year in which the services are rendered and the Holding Company has no further obligation beyond making the contributions.

The Holding Company’s contribution to the Provident Fund for employees other than working at manufacturing unit at Udhna, which is a defined contribution plan, is remitted to separate trust established for this purpose and charged to Statement of Profit and Loss. Shortfall, if any, in the fund assets of the Provident Fund Trust, based on the Government specified minimum rate of return, is made good by the Holding Company and charged to Statement of Profit and Loss. The Holding Company’s contribution to Superannuation Fund for Managers/Officers, which is a defined contribution plan, is made to and administered by Life Insurance Corporation of India and is charged to Statement of Profit and Loss Account.

The Holding Company operates defined benefit plan for Gratuity. The cost of providing such defined benefit is determined using the projected unit credit method of actuarial valuation made at the end of the year.

Obligations on leave encashment are provided using the projected unit credit method of actuarial valuation made at the end of the year.

Actuarial gains and losses are recognized in other comprehensive income for gratuity and leave encashment.

152

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Past service costs are recognized in profit or loss on the earlier of:

The date of the plan amendment or curtailment, and
The date that the Holding Company recognizes related restructuring costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Holding Company recognizes the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:

Service costs comprising current service costs, past-service costs, gains and losses on curtailments and nonroutine settlements; and
Net interest expense or income.

In case of one of the foreign subsidiary contributions towards pension/social securities which are charged to statement of profit and loss as and when incurred and in case of one of the subsidiary it provides for the liability on accrual basis. The subsidiaries have no further obligation beyond making the contribution. The difference between the accrual amounts and actuarial valuations are not expected to be material.

G. Share-based payment arrangements

The stock options granted pursuant to the Holding Company’s Stock Options Scheme, are measured at the fair value of the options of the grant date. The fair value of the options is treated as discount and accounted as employee compensation cost over the vesting period on a straight line basis.

H. Borrowing costs

All other borrowing costs are charged to the Statement of Profit and Loss.

I. Segment Accounting

The Group operates in ‘Industrial Equipment’ segment and there are no other reportable segments as defined under Ind AS 108.

J. Foreign Currency Transactions

The functional currency of the Holding company is the Indian Rupees whereas the functional currency of foreign subsidiaries is the currency of their countries of domicile.

153

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Non – Monetary items:

Non-monetary items that are measured in terms of historical cost are recorded at the exchange rates at the dates of the initial transactions.

Monetary items:

Transactions in foreign currencies are initially recorded at their respective exchange rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at spot rates of exchange at the reporting date.

Exchange differences arising on settlement or translation of monetary items including exchange differences arising on a monetary item that forms part of the holding company’s net investment in a foreign operation are recognised initially in OCI. These exchange differences are reclassified from equity to profit or loss on disposal of the net investment.

On consolidation, all assets and liabilities of foreign operations are translated into INR at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. For practical reasons, the group uses an average rate to translate income and expense items, if the average rate approximates the exchange rates at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognised in profit or loss.

K. Provisions, Contingent Liabilities and Contingent assets

a) Provisions are recognized when there is 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. The expenses relating to a provision are recognized in the Statement of Profit and Loss net of any reimbursement.
b) If the effect of time value of money is material, provisions are shown at present value of expenditure expected to be required to settle the obligation, by discounting using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
c) Contingent liabilities are possible obligations arising from past events and whose existence will only be confirmed by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group, or present obligations where it is not probable that an outflow of resources will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognized in the consolidated financial statements but are disclosed unless the possibility of an outflow of economic resources is considered remote.
d) Contingent Assets are not recognized but reviewed at each balance sheet date and disclosure is made in the Notes in respect of possible effects that arise from past events and whose existence is confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group and where inflow of economic benefit is probable.

154

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

L. Fair Value measurement

a) The Group measures financial instruments at fair value at each balance sheet date.
b) Fair value is the price that would be received on selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Holding Company has access at that date.
c) While measuring the fair value of an asset or liability, the Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure the fair value using observable market data as far as possible and minimising the use of unobservable inputs. Fair values are categorised into 3 levels as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the assets or liability, either directly (i.e. as prices for similar item) or indirectly (i.e. derived from prices).

Level 3: Inputs that are not based on observable market data (unobservable inputs).

M. Financial Instruments

i. Financial Assets other than derivatives

All financial assets are recognised initially at fair values including transaction costs that are attributable to the acquisition of the financial asset.

A financial asset is measured (subsequent measurement) at the amortised cost if the asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and the contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is net of any write down for impairment loss (if any) using the effective interest rate (EIR) method taking into account any discount or premium and fees or costs that are an integral part of the EIR.

Investments in subsidiaries are accounted for and measured at cost (fair value as deemed cost on first time adoption) in standalone financial statements.

Investments in equity other than subsidiaries are accounted for and measured at fair value through profit or loss.

ii. Financial Liabilities other than derivatives

All financial liabilities are recognised initially at fair value net of transaction costs that are attributable to the respective liabilities.

After initial recognition, financial liabilities are subsequently measured at amortised cost using the Effective Interest Rate method (“EIR”). Amortised cost is calculated by taking into account any discount or premium on

155

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

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.

iii. Financial guarantee contracts

Financial guarantee contracts issued by the group are those contracts that require specified payments 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. Where guarantees in relation to loans or other payables of related party are provided for no compensation, the fair values are accounted for as contributions and recognised as fees receivable under “other financial assets” or as a part of the cost of the investment, depending on the contractual terms.

iv. Offsetting of financial instruments

N. Classification of Assets and Liabilities as Current and Non-Current:

O. Impairment

Non-financial Assets

At each Balance Sheet date, an assessment is made of whether there is any indication of impairment. If any indication exists, or when annual impairment testing for an asset is required, the group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of the asset’s or Cash-Generating Unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Financial Assets

The Group assesses at each date of Balance Sheet whether a financial asset or group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through loss allowance. The Group recognises lifetime expected losses for all contract assets and /or all trade receivables that do not constitute a financing transaction.

156

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

For all other financial assets, expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset had increased significantly since initial recognition.

P. Non Current Asset Held for Sale

Non-current assets are classified as held for sale if their carrying amount is intended to be recovered principally through sale rather than through continuing use. The condition for classification of held for sale is met when the non-current asset is available for immediate sale and the same is highly probable of being completed within one year from the date of classification as held for sale. Non-current assets held for sale are measured at the lower of carrying amount and fair value less cost to sell. Non-current assets that ceases to be classified as held for sale shall be measured at the lower of carrying amount before the non-current asset was classified as held for sale adjusted for any depreciation/ amortization and its recoverable amount at the date when the non-current assets no longer meets the “Held for sale” criteria.

Q. Income Taxes

Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred tax are recognised in the statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly or indirectly in equity respectively.

Current Income Taxes

The Current Income tax expense includes income taxes payable by the holding company and its subsidiaries in India and overseas. The current tax payable by the company and its subsidiaries in India is Indian Income tax payable on worldwide Income.

The Current Income tax expense for overseas subsidiaries has been computed based on the tax laws applicable to each subsidiary in the respective jurisdiction in which it operates.

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

Minimum Alternate Tax (‘MAT’) paid under the provisions of the Income Tax Act, 1961 is recognised as current tax in the Statement of Profit and Loss. The credit available under the Act in respect of MAT paid will be recognised as an asset only when and to the extent there is convincing evidence that the Holding Company will pay normal income tax during the period for which the MAT credit can be carried forward for set off against the normal tax liability. Such an asset is reviewed at each Balance Sheet date.

Deferred taxes

Deferred income tax is recognized using the Balance sheet approach. Deferred income tax assets and liabilities are recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of goodwill or on asset and liability in a transaction that is not a business combination and effects neither accounting nor taxable profit or loss at the time of the transactions.

157

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Deferred income tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred income 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 income tax asset to be utilized.

Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets and liabilities are measured using substantively enacted rates expected to apply to taxable income in the years in which the temporary differences are expected to be received or settled.

Deferred tax assets and liabilities are off set when they relate to incomes taxes levied by the same taxation authority and the relevant entity intends to settle its current tax assets and liabilities on net basis.

Deferred tax assets include Minimum Alternate tax (MAT) paid in accordance with the tax laws in India, which is likely to give future economic benefits in the form of availability of set off against future income tax liability. Accordingly, MAT is recognized as asset in the balance sheet when the asset can be measured reliability and it is probable that the future economic benefit associated with the asset will be realized.

R. Earnings per share

S. Cash and Cash equivalents

Cash and cash equivalents include cash at bank, cash, cheques and draft on hand. The group considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

Cash Flows

Note No.6.2

Recent Changes in Indian Accounting Standard and other recent accounting pronouncements

Ministry of Corporate Affairs (MCA) notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from 1[st] April 2020.

158

Annual Report 2019-20

									Total Intangible Assets under development - 12.97 - - 12.97 - - - - - 12.97 TOTAL 24,305.05 121.47 132.21 187.89 24,482.20 4,102.63 441.35 121.89 135.61 4,557.70 19,924.50 * Refer Note 24 for details of Property,Plant and Equipments that has been pledged as a security/mortgaged with various Banks against working capital borrowings.	Total Intangible Assets under development - 12.97 - - 12.97 - - - - - 12.97 TOTAL 24,305.05 121.47 132.21 187.89 24,482.20 4,102.63 441.35 121.89 135.61 4,557.70 19,924.50 * Refer Note 24 for details of Property,Plant and Equipments that has been pledged as a security/mortgaged with various Banks against working capital borrowings.
NET BLOCK	As At 31-03-2020	16,290.29 2,234.02 1,066.76 86.13 115.82 37.96	19,830.98	36.45	36.45	7.15 36.95	44.10	12.97	12.97	19,924.50
DEPRECIATION / AMORTISATION	As At 31-03-2020	- 1,885.36 1,092.33 497.35 950.37 27.41	4,452.82	-	-	4.47 100.41	104.88	-	-	4,557.70
	Exchange Difference	76.71 24.27 33.80 (0.90) 0.09	133.97	-		- 1.64	1.64	-	-	135.61
	Deductions/ Adjustment	- - 96.54 - 6.89 7.02	110.45	-	-	- 11.44	11.44	-	-	121.89
	For The Year	- 188.93 133.94 15.47 45.83 9.86	394.04	-	-	3.07 44.24	47.31	-	-	441.35
	As At 01-04-2019	- 1,619.72 1,030.65 448.08 912.32 24.49	4,035.26	-	-	1.40 65.97	67.37	-	-	4,102.63
GROSS BLOCK (AT COST)	As At 31-03-2020	16,290.29 4,119.38 2,159.09 583.48 1,066.19 65.37	24,283.80	36.45	36.45	11.62 137.36	148.98	12.97	12.97	24,482.20
	Exchange Difference	11.29 94.47 27.17 15.71 28.49 5.44	182.57	1.72	1.72	- 3.60	3.60	-	-	187.89
	Deductions/ Sales	- - 106.02 - 6.96 7.80	120.78	-	-	- 11.43	11.43	-	-	132.21
	Additions/	- 16.94 29.16 10.52 47.31 0.55	104.48	0.40	0.40	2.95 0.67	3.62	12.97	12.97	121.47
	As At 01-04-2019	16,279.00 4,007.97 2,208.78 557.25 997.35 67.18	24,117.53	34.33	34.33	8.67 144.52	153.19	-	-	24,305.05
PARTICULARS *		(i) Tangible Assets Land (Freehold) Buildings on Freehold Land Plant & Machinery Furniture, Fixtures, fans and Electrical fittings Office Equipment/ Computers etc. Vehicles	Total Tangible Assets	(ii) Capital WIP Capital Work in Progress	Total Capital WIP	(iii) Intangible Assets Software Trademarks and Development Costs	Total Intangible Assets	(iv) Intangible Assets under development Intangible Assets under development	Total Intangible Assets under development	TOTAL

159

Batliboi Limited

						(iii) Intangible Assets Software - 8.67 - - 8.67 - 1.40 - - 1.40 7.27 Trademarks and Development Costs 130.30 32.70 - (18.48) 144.52 104.33 - 38.36 - 65.97 78.55 Total Intangible Assets 130.30 41.37 - (18.48) 153.19 104.33 1.40 38.36 - 67.37 85.82 TOTAL 26,011.59 184.67 1,922.40 31.19 24,305.05 3,829.09 412.08 146.37 7.83 4,102.63 20,202.42 * Refer Note 24 for details of Property,Plant and Equipments that has been pledged as a security/mortgaged with various Banks against working capital borrowings. # During F.Y. 2018-19 the Holding Company decided to sell a part of Land and Building out of the total factory land and building located in Surat. The amounts of gross block, accumulated depreciation and net block pertaining to the same had been shown as deduction from Property, Plant and Equipment and shown as Non Current Asset held for sale (Refer Note 13).	(iii) Intangible Assets Software - 8.67 - - 8.67 - 1.40 - - 1.40 7.27 Trademarks and Development Costs 130.30 32.70 - (18.48) 144.52 104.33 - 38.36 - 65.97 78.55 Total Intangible Assets 130.30 41.37 - (18.48) 153.19 104.33 1.40 38.36 - 67.37 85.82 TOTAL 26,011.59 184.67 1,922.40 31.19 24,305.05 3,829.09 412.08 146.37 7.83 4,102.63 20,202.42 * Refer Note 24 for details of Property,Plant and Equipments that has been pledged as a security/mortgaged with various Banks against working capital borrowings. # During F.Y. 2018-19 the Holding Company decided to sell a part of Land and Building out of the total factory land and building located in Surat. The amounts of gross block, accumulated depreciation and net block pertaining to the same had been shown as deduction from Property, Plant and Equipment and shown as Non Current Asset held for sale (Refer Note 13).	(iii) Intangible Assets Software - 8.67 - - 8.67 - 1.40 - - 1.40 7.27 Trademarks and Development Costs 130.30 32.70 - (18.48) 144.52 104.33 - 38.36 - 65.97 78.55 Total Intangible Assets 130.30 41.37 - (18.48) 153.19 104.33 1.40 38.36 - 67.37 85.82 TOTAL 26,011.59 184.67 1,922.40 31.19 24,305.05 3,829.09 412.08 146.37 7.83 4,102.63 20,202.42 * Refer Note 24 for details of Property,Plant and Equipments that has been pledged as a security/mortgaged with various Banks against working capital borrowings. # During F.Y. 2018-19 the Holding Company decided to sell a part of Land and Building out of the total factory land and building located in Surat. The amounts of gross block, accumulated depreciation and net block pertaining to the same had been shown as deduction from Property, Plant and Equipment and shown as Non Current Asset held for sale (Refer Note 13).
NET BLOCK	As At 31-03-2019	16,279.00 2,388.25 1,178.13 109.17 85.03 42.69	20,082.27	34.33	34.33	7.27 78.55	85.82	20,202.42
DEPRECIATION / AMORTISATION	As At 31-03-2019	- 1,619.72 1,030.65 448.08 912.32 24.49	4,035.26	-	-	1.40 65.97	67.37	4,102.63
	Exchange Difference	- (1.08) 24.30 0.02 (15.21) (0.20)	7.83	-	-	- -	-	7.83
	Deductions/ Adjustment	- 62.44 12.88 11.73 13.98 6.98	108.01	-	-	- 38.36	38.36	146.37
	For The Year	- 196.83 141.03 23.54 43.40 5.88	410.68	-	-	1.40 -	1.40	412.08
	As At 01-04-2018	- 1,486.41 878.20 436.25 898.11 25.79	3,724.76	-	-	- 104.33	104.33	3,829.09
GROSS BLOCK (AT COST)	As At 31-03-2019	16,279.00 4,007.97 2,208.78 557.25 997.35 67.18	24,117.53	34.33	34.33	8.67 144.52	153.19	24,305.05
	Exchange Difference	1.95 (8.32) 28.64 17.36 10.25 (0.21)	49.67	-	-	- (18.48)	(18.48)	31.19
	Deductions/ Sales	1,625.70 214.28 15.61 11.72 46.36 7.73	1,921.40	1.00	1.00	- -	-	1,922.40
	Additions/	- 29.47 36.25 11.26 40.71 23.91	141.60	1.70	1.70	8.67 32.70	41.37	184.67
	As At 01-04-2018	17,902.75 4,201.10 2,159.50 540.35 992.75 51.21	25,847.66	33.63	33.63	- 130.30	130.30	26,011.59
PARTICULARS *		(i) Tangible Assets Land (Freehold) # Buildings on Freehold Land # Plant & Machinery Furniture, Fixtures, fans and Electrical fittings Office Equipment/ Computers etc. Vehicles	Total Tangible Assets	(ii) Capital WIP Capital Work in Progress	Total Capital WIP	(iii) Intangible Assets Software Trademarks and Development Costs	Total Intangible Assets	TOTAL

160

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Note 8 - RIGHT-OF-USE ASSET

||||||||||||(**In Lakhs)**|**(**In Lakhs)|(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|PARTICULARS|GROSS CARRYING AMOUNT||||||DEPRECIATIO||||N|||NET
CARRYING
VALUE|
||As At
01-04-2019|Adjustment
on
adoption
of Ind
AS - 116 -
Leases|Additions|Deductions|Exchange
difference|As At
31-03-2020|As At
01-04-2019||For The
Year|Deductions|
Exchange
difference|As At
31-03-2020||As At
31-03-2020|
|Right- of -use
asset|-|149.70|249.20|-|5.64|404.54|-||133.14|-|
0.94|134.08||270.46|
|Total|-|149.70|249.20|-|5.64|404.54|-||133.14|-|
0.94|134.08||270.46|
||||||||||||(**In Lakhs)**|||| |**Particulars** **Numbers** **31-Mar-20** **Numbers** **31-Mar-19** **Face** **Value** **(Each**)|||||||||||As at
31-Mar-20
As at
31-Mar-19||||
|NOTE 9 : INVESTMENTS
In fully paid Equity Shares (Un-Quoted):
Andhra Pradesh State Financial Corporation
5
5
100.00
Precision Tooling Systems Ltd.
1,500
1,500
10.00
Shree Vardhan Co.op. Bank Ltd.
200
200
25.00
Patan Co-operative Bank Ltd.
200
200
25.00
Shamrao Vitthal Co.op. Bank Ltd.
20,000
20,000
25.00
SUB-TOTAL
Aggregate value of Un-Quoted Investments|||||||||||
0.01
0.01

0.15
0.15

0.05
0.05

0.06
0.06

5.00
5.00||||
||||||||||||5.27
5.27||||
||||||||||||5.27
5.27||||
||||||||||||(`In Lakhs)||||
|Particulars
As at
31-Mar-20|||||||||||As at
31-Mar-19||||
|NOTE 10.1 : TRADE RECEIVABLES- NON
CURRENT
Considered Good - Secured
Considered Good - Unsecured
Considered Credit Impaired
370.06
Less: Provision for Trade Receivables Credit
Impaired
(370.06)
NOTE 10.2 : LOAN- NON CURRENT
Staff Loans||||||||212.71

-
212.71|||318.21
(318.21)||198.31

-||
||||||||||||||198.31||
|||||||||1.44
1.44|||||3.13||
||||||||||||||3.13||

161

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS	NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS	NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS	NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
(`In Lakhs)
Particulars As at 31-Mar-20 As at 31-Mar-19
NOTE 10.3 : OTHER NON CURRENT ASSETS Unsecured Considered Good Unless Specified Otherwise Security and Other Deposits Advance given to creditors	102.51 27.16 129.67		109.59 10.98
			120.57
			(`In Lakhs) As at 31-Mar-19 1,974.40 1,139.90 549.40 38.97 32.42 3,735.09 - 3,344.06 3,344.06 36.75 551.46 588.21 69.83 17.45 87.28
Particulars		As at 31-Mar-20
Note 11.1 : INVENTORIES Raw Materials Work-in-Progress Finished Goods Stores and Spare Parts Loose Tools Note 11.2 : TRADE RECEIVABLES- CURRENT Considered Good - Secured Considered Good - Unsecured Includes amount of`333.34 Lakhs (Previous Year`75.36 Lakhs) due from related parties. Note 11.3 : CASH AND CASH EQUIVALENTS Cash and Cash Equivalents : Cash and Cheques on hand Balances with Scheduled Banks : In Current Account Note 11.4 : BANK BALANCES OTHER THAN (ii) ABOVE Fixed Deposits with Banks having maturity of less than one Year Fixed Deposits towards Margin on Guarantees/LC’s (Deposit receipts pledged with the Banks)		1,661.56 1,752.73 164.19 26.59 34.94
		3,640.01
		- 2,534.62
		2,534.62
		12.46 791.17
		803.63
		71.35 20.64
		91.99

162

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

	(`In Lakhs)
Particulars	As at 31-Mar-20 As at 31-Mar-19
NOTE 12.1 : LOANS- CURRENT Considered Good - Secured Considered Good - Unsecured - Staff Loan NOTE 12.2 : OTHERS CURRENT ASSETS Balances with Government Authorities Deposit Prepaid Expenses Advances given to Creditors Other Advances Recoverable in Cash or Kind Includes amount of`Nil Lakhs (Previous Year`31.49 Lakhs) due from related parties. NOTE 12.3 : CURRENT TAX ASSETS (NET) Taxes Paid in Advance and Deducted at Source (Net of Provision for Tax) NOTE 13 : NON CURRENT ASSET HELD FOR SALE Land Building Capital Work in Progress	- - 7.96 8.30
	7.96 8.30
	46.94 62.87 23.26 22.91 136.13 121.00 356.27 194.98 179.28 61.19
	741.88 462.95
	32.47 116.42
	32.47 116.42
	1,625.70 1,625.70 152.69 152.69 1.00 1.00
	1,779.39 1,779.39

During the year ended 31[st] March 2019, in March 2019 the Holding Company had decided to sell a part of Land, Building and Capital work in progress amounting to ` 1,779.39 Lakhs out of the total factory land and building located in Surat. The part of Land and Building was classified and presented as “held for sale” and was carried at the lower of carrying value and fair value. In the current year, the Holding Company had initiated identification and evaluation of potential buyers for the sale of the said part of Land and Building.

During the year ended 31[st] March 2020, on remeasurement, the Holding Company has evaluated the current position and has concluded that the carrying value of the “asset held for sale” is lower than the fair value of the asset, hence no impairment to the carrying amount has been made. The Holding Company expects the sale of the “asset held for sale” to be completed by the end of the next financial year.

163

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

	(`In Lakhs)
Particulars	As at 31-Mar-20 As at 31-Mar-19
Note 14.1- EQUITY SHARE CAPITAL Authorised Capital 4,61,70,400 Equity Shares of`5/- each<br>(Previous Year : 4,61,70,400 Equity Shares of`5/- each) TOTAL Issued Subscribed and fully paid up 2,87,15,883 Equity Shares of`5/-<br>(Previous Year : 2,87,15,883 Equity Shares of`5/-)	2,308.52 2,308.52
	2,308.52 2,308.52
	1,435.79 1,435.79
	1,435.79 1,435.79

Rights, preferences and restrictions

The Holding Company has only one class of equity shares having a face value of Rs 5/- per share. Each shareholder is eligible for one vote per share held. In the event of liquidation the equity shareholders are eligible to receive remaining assets of the holding company after distribution of all preferential amounts, in proportion to their shareholdings.

Equity Shares

The reconcilation of the number of shares outstanding at the beginning and at the end of year is as under:

Particulars	As at 31-Mar-20 As at 31-Mar-19
Opening Number of Equity Shares Add: Equity Shares issued during the year Closing Number of Equity Shares	28,715,883 28,715,883 - -
	28,715,883 28,715,883

The details of Shareholders holding more than 5% Equity Shares is as under:

Name of Share holder	As At 31-Mar-20 As At 31-Mar-19
	No. of Shares No. of Shares
Mr.Nirmal Bhogilal % Shareholding Bhogilal Family Trust % Shareholding	11,729,713 11,729,713 40.85% 40.85% 7,000,000 7,000,000 24.38% 24.38%

164

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

|||(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|
|Particulars||As at
31-Mar-20
As at
31-Mar-19||
|Note 14.2 : OTHER EQUITY
a) Capital Reserve
b) Capital Redemption Reserve
c) Securities Premium
d) General Reserve
e) Employee Stock Option Reserve
Balance as at the beginning of the year
Add : Accural of Employee Compensation cost
Balance as at the end of the year
f) Investment Allowance Reserve
g) Retained Earnings
Balance as at the beginning of the year
Add : Profit/(Loss) for the year
Balance as at the end of the year
h) Other Comprehensive Income
Balance as at the beginning of the year
Add/(Less) : Remeasurement gain /(loss) on defined benefit plan
Add/(Less) : Changes in foreign currency translation reserve
Less : Foreign Currency translation reserve reclassified to profit and loss on
liquidation of subsidiary
Balance as at the end of the year
Total|||25.00
25.00
160.60
160.60
396.59
396.59
1,162.92
1,162.92
49.99
36.61
13.88
13.38|
|||||
|||||
|||||
|||||
|||||
|||||
|||||
||||63.87
49.99
63.05
63.05
10,349.23
9,061.41
(1,586.82)
1,287.82|
|||||
|||||
|||||
|||||
||||8,762.41
10,349.23
46.97
45.20
(8.43)
(28.36)
(80.86)
30.14
(34.80)
-|
|||||
|||||
|||||
|||||
|||||
||||(77.12)
46.97|
||||10,557.32
12,254.35|
||||(`In Lakhs)|
|Particulars|As at
31-Mar-20||As at
31-Mar-19|
|NOTE 15.1 : BORROWINGS- NON CURRENT
Secured Term Loans
From Financial Institutions
Rupee Term Loans from bank
Vehicle Loan (Secured by Hypothecation of
Vehicle)
From Tata Motors Finance Limited
Less: Maturity within 1 year - (Refer Note 17.3)
Repayable in various EMIs byDecember 2021|||12.07

(4.01)
8.06|
|||||
|||||
|||||
|||||
||8.06|||
||(4.44)|3.62||
|||||

165

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

||||(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|---|
|Particulars|As at
31-Mar-20||As at
31-Mar-19||
|From Kotak Mahindra Prime Ltd.
Less: Maturity within 1 year - (Refer Note 17.3)
Repayable in various EMIs by March 2024
Foreign Currency Term Loan
Less: Maturity within 1 year (Refer Note 17.3)
Repayable in various EMIs by July 2039 (P.Y. Loan
was repayable in various EMIs by July 2036 which
was fully repaid during the current year)
Unsecured Loans, Measured at Amortised Cost
Loans & Advances from Related Parties
Loan from Directors
Repayment terms
Repayable after one year
Other Loans
Repayment terms
Repayable after one year
Intercorporate Deposits#
Repayable after one year
5% - 5 Year Redeemable Non-Cummulative
Preference
Share of100/- each fully paid. Less: Maturity within 1 year (Refer Note 17.3) (6,92,480, 5% Non Cumulative Preference Shares of100 each (4,78,000 Reedemable on 27thMarch,
2021 and 2,14,480 redeemable on 19thJune 2021.)|6.77||8.98

(2.93)|
6.05

590.56
1,862.80
73.08
-

670.15|
||(1.46)|5.31|||
||||625.82

(35.26)||
||624.63||||
||(21.54)|603.09|||
||||

670.15

-||
||||||
||||||
|||1,850.88|||
||||||
||||||
|||73.08|||
||||||
||||||
|||1,210.00|||
||||||
||||||
||676.39||||
||(467.37)|209.02|||
||
||||
|||3,955.00||3,210.70*|

The reconciliation of the number of shares outstanding at the begnning and at the end of year is as under :

Particulars	31-Mar-20	31-Mar-19
Mr.Nirmal Bhogilal
Opening Number of Preference Shares	692,480	692,480
Add: Transferred during the year	-	-
ClosingNumber of Preference Shares	692,480	692,480

166

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Details of Shareholder holding more than 5% Preference Shares are as under:

Particulars 31-Mar-20	31-Mar-19
Mr. Nirmal Bhogilal 692,480	692,480
% Shareholding 100%	100%

includes amount taken from related party amount of 30.00 lakhs @ 15% interest - repayable by 25th July 2021, (P.Y. amount Nil Lakhs).

Includes Inter Corporate Deposit of `1,100 Lakhs (P.Y.` Nil Lakhs) taken from Auro Minerals Private Limited for meeting working capital requirement. The Holding Company intends to provide Guest House Land which is Asset Held for Sale situated in Udhna, Surat as collateral against the inter corporate deposit received as security for repayment subject to shareholders approval hence currently the borrowing has been disclosed as unsecured borrowing.

	(`In Lakhs)
Particulars	As at 31-Mar-20 As at 31-Mar-19
NOTE 15.2 : TRADE PAYABLES- NON CURRENT Due to Micro Small and Medium Enterprises (Refer Note 25) Others Includes amount of`42.50 Lakhs (Previous Year -`27.92 Lakhs) due to related parties. NOTE 15.3 : OTHER FINANCIAL LIABILITIES - NON CURRENT Advances and Deposits from Customers Interest accrued and due on loans Includes amount of`70 Lakhs (Previous Year -`118.16 Lakhs) due to related parties. NOTE 15.4 : PROVISIONS - NON CURRENT Provisions for Employee Benefits: Provision for Gratuity Provision for Leave Encashment Warranty Provision	480.81 534.66
	480.81 534.66
	112.88 104.86 70.00 125.97
	182.88 230.83
	457.02 424.17 123.89 92.73 - 1.93
	580.91 518.83

167

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Note No: 16

DEFERRED TAX LIABILITIES (NET)

In Compliance of IND AS 12 on “ Income Taxes”, the item wise details of deferred tax liabilities (Net) are as under

In Compliance of IND AS 12 on “ Income Taxes”, the item wise details of deferred tax liabilities (Net) are as under	In Compliance of IND AS 12 on “ Income Taxes”, the item wise details of deferred tax liabilities (Net) are as under	In Compliance of IND AS 12 on “ Income Taxes”, the item wise details of deferred tax liabilities (Net) are as under	In Compliance of IND AS 12 on “ Income Taxes”, the item wise details of deferred tax liabilities (Net) are as under	In Compliance of IND AS 12 on “ Income Taxes”, the item wise details of deferred tax liabilities (Net) are as under
(`in Lakhs)
Particulars	Opening Balance	Recognised in Proft and Loss Credit/ (Charge)	Recognised in Other Com- prehensive Income Cred- it/(Charge)	Closing Balance
For the year ended 31st March 2020
Deferred tax liabilities
Difference between accounting and tax depreciation off Property, Plant & Equipment	(3,330.73)	95.53	-	(3,235.20)
- On account of fair Value of Land`32.94 Lakhs (Refer Note -(a)below)
- On account of other depreciable Property, Plant and Equipment`54.06 Lakhs
Total deferred tax liabilities	(3,330.73)	95.53	-	(3,235.20)
Deferred tax assets
Expenses allowed onpayment basis	41.06	7.47	8.32	56.85
Provision for Investments	683.40	-	-	683.40
Provision for Doubtful debts, doubtful advances and inventoryobselescence	48.07	11.15	-	59.22
Provision for Capital WIP	73.14	-	-	73.14
Unabsorbed Depreciaition	151.80	61.08	-	212.88
Unabsorbed Business Loss	779.29	64.13	(5.36)	838.06
Total deferred tax assets	1,776.75	143.83	2.96	1,923.55
Minimum Alternate tax	130.32	-	-	130.32
Deferred Tax Liabilities(NET)	(1,423.66)	239.36	2.96	(1,181.33)
For the year ended 31st March 2019
Deferred tax liabilities
Difference between accounting and tax depreciation off Property, Plant & Equipment	(4,454.47)	1,123.74	-	(3,330.73)
- On account of fair Value of Land`1014.15 Lakhs (Refer Note -(a)below)
- On account of other depreciable Property, Plant and Equipment`105.72 Lakhs
Total deferred tax liabilities	(4,454.47)	1,123.74	-	(3,330.73)

168

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS	NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS	NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS	NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS	NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
(`in Lakhs)
Particulars	Opening Balance	Recognised in Proft and Loss Credit/ (Charge)	Recognised in Other Com- prehensive Income Cred- it/(Charge)	Closing Balance
Deferred tax assets
Expenses allowed onpayment basis	36.54	(2.73)	7.25	41.06
Provision for Investments	683.40	-	-	683.40
Provision for Doubtful debts, doubtful advances and inventoryobselescence	36.94	11.13	-	48.07
Provision for Capital WIP	73.14	-	-	73.14
Unabsorbed Depreciaition	130.85	20.94	-	151.80
Unabsorbed Business Loss	494.24	282.33	2.72	779.29
Total deferred tax assets	1,455.11	311.67	9.97	1,776.75
Minimum Alternate tax	130.32	-	-	130.32
Deferred Tax Liabilities(NET)	(2,869.04)	1,435.42	9.97	(1,423.66)

Note :

a) The Holding Company had excercised the option of fair value as deemed cost for Property, Plant and Equipment on the date of transition to Ind-AS i.e; 1[st] April 2016. Ind AS required 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. Accordingly deferred tax liability on account of fair valuation of Land was calculated in previous year.

Accordingly deferred tax liability on account of fair value of Land is calculated and reviewed at each reporting date as required by Ind AS - 12 ‘Income Taxes’ for changes in respect of temporary differances which have been recognised in previous periods. In F.Y. 2018-19, the Holding Company has opted to choose the fair market value of the land as on 01.04.2001 as its cost of acquisition in accordance with Section 55(2)(b)(i) of Income Tax Act 1961. This has resulted in creation of deferred tax credit during the year of 32.94 Lakhs (P.Y. 1,014.15 Lakhs) which is part of deferred tax credit of 239.36 Lakhs (P.Y. 1,435.41 Lakhs) for the year ended 31[st] March 2020.

b) Deferred tax Asset on unabsorbed depreciaition, unabsorbed business lossess and other temporary differences available as per the Income Tax Act, 1961 had been recognised, since it is probable that taxable profit will be available to adjust them in future years. Unabsorbed depreciation can be carried forward and set off against the profits for infinite number of years under the Income Tax Act, 1961 and profitability projections based on current margins show sufficient profits for set off in future.

169

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

c) The Taxation Laws (Amendment) Act, 2019 was enacted on 11[th] December 2019. It amended the Income Tax Act, 1961 and the Finance Act (No. 2) Act, 2019. It provides domestic companies with an option to opt for lower tax rate, provided they do not claim certain deductions. The Holding Company has not exercised the option to opt for lower tax rate and has presently considered the rate existing prior to the amendment. The Holding Company shall evaluate the option to opt for lower tax rate once it utilises the entire carried forward losses and MAT credit available under the Income Tax Act.

Reconciliation of effective tax rate as a numerical reconciliation between tax expense and the product of account profit multiplied by the applicable tax rate

profit multiplied by the applicable tax rate
		(`in Lakhs)
Partculars	2019-20	2018-19
Profit / (Loss) before tax	(1,753.34)	(63.14)
Applicable tax rate	26.00%	26.00%
Tax using the applicable tax rate	(455.87)	(26.38)
Tax effect of:
Add: Non deductible tax expenses	721.77	429.73
Less: Deductible tax expenses	455.25	195.36
Less: Taxed at different rates	0.60	0.60
Taxable Income	(1,487.42)	132.30
Tax expense recognised in the statement of profit and loss	73.30	84.61
Weighted average Tax rate %	(4.18)	(134.01)

The tax rate of 26% is applicable to the next financial year.

Tax expense recognised in the statement of profit and loss / Other comprehensive Income (OCI) are as below:

	(`in Lakhs)
Particular	2019-20 2018-19
Current Tax Expense Deferred tax expense/ ( Asset) relating to - Origination and reversal of temporary differences - Different tax rates Total Tax expenses including deferred tax credit/ (charge) recognised in the statement of profit and loss Deferred tax liability/ ( asset) relating to remesurement of the defined benefitplan recognised in OCI	73.30 84.61 209.38 430.88 32.94 1,014.51
	242.33 1,445.39
	239.36 1,435.42 2.96 9.97

170

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

	(`In Lakhs)
Particulars	As at 31-Mar-20 As at 31-Mar-19
NOTE 17.1 : BORROWINGS- CURRENT SECURED Loans repayable on demand From Banks Cash Credit and Working Capital Borrowings (Refer Note - 24) Inter Corporate Deposits includes amount taken from related party amount of`813.86 lakhs @ 15%<br>interest - repayable within 90 days, (P.Y. amount`619.06 Lakhs @ 17.25% interest - repayable within 90 days). NOTE 17.2 : TRADE PAYABLES- CURRENT Due to Micro Small and Medium Enterprises (Refer Note 25) Others# Includes amount of`32.76 Lakhs (Previous Year -`48.10 Lakhs) due to related parties #Includes amount of`174.21 Lakhs (Previous Year -`168.78 Lakhs) due to related parties. NOTE 17.3 : OTHER CURRENT LIABILITIES Current maturities of Long Term Loan - Secured (Refer Note 15.1) Advances and Deposits# Statutory Liabilities Employee Related Liabilities Other Liabilities #Includes amount of`297.46 Lakhs (Previous Year -`207.09 Lakhs) advance received from related parties. Includes amount of`93.25 Lakhs (Previous Year -`94.99 Lakhs) due to related parties. NOTE 17.4 : PROVISIONS- CURRENT Provisions for Employee Benefits: Provision for Gratuity Provision for Leave Encashment Warranty Provisions (Note 34)	1,684.15 2,255.65 1,084.34 1,524.14
	2,768.49 3,779.79
	34.58 86.03 4,371.84 4,021.51
	4,406.42 4,107.54
	494.81 42.20 2,309.08 1,349.95 120.36 158.18 451.49 502.99 625.20 661.83
	4,000.94 2,715.15
	22.39 53.20 173.95 296.87 137.98 90.03
	334.32 440.10

171

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

	(`In Lakhs)
Particulars	Year Ended 31-03-2020 Year ended 31-03-2019
NOTE 18: REVENUE FROM OPERATIONS Sale of Products Sale of Services Other Operating Revenue NOTE 19 : OTHER INCOME Dividend Exchange Difference Gains Profit on Sale of Fixed Assets Credit Balances Written Back Foreign Currency translation reserve reclassified to profit and loss on liquidation of subsidiary Interest Income - on fixed deposits - on financials instruments measured at amortised cost (Net) - Others Reversal of Provision for Doubtful Debts Other Income	17,468.44 22,583.79 1,846.91 2,132.44 211.74 175.60
	19,527.09 24,891.83
	0.60 0.60 - 23.01 3.50 2.62 143.67 273.13 34.82 - 6.61 4.70 5.67 17.47 109.81 4.93 - 84.12 100.75 235.04
	405.43 645.62

( ` In Lakhs)

|(**In Lakhs)**|**(**In Lakhs)|(`In Lakhs)|
|---|---|---|
|Particulars
Year Ended
31-03-2020
Year ended
31-03-2019|||
|NOTE 20.1 : COST OF MATERIALS CONSUMED
Raw Materials Consumed
Cost of Job Contracts
Cost of Services Rendered
Job Work Charges Incurred
NOTE 20.2 : PURCHASE OF STOCK IN TRADE
Purchases of Stock in Trade|8,828.74
158.90
52.31
183.78
9,223.73
1,710.67
1,710.67|11,266.42
378.92
48.27
221.21|
|||11,914.82|
|||1,675.02|
|||1,675.02|

172

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

( ` In Lakhs)

|||||(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|---|---|
|Particulars|Year Ended
31-03-2020|||Year ended
31-03-2019||
|NOTE 20.3 : CHANGE IN INVENTORY OF
FINISHED GOODS, WORK IN PROGRESS &
STOCK IN TRADE
Stock at Close :
Work-in-Process
Finished Goods
Less :
Stock at Commencement :
Work-in-Process
Finished Goods
NOTE 21 : EMPLOYEE BENEFIT EXPENSES
Salaries, Wages, Allowances and Bonus
Contribution to Provident and Other Funds
Expenses on Employee Stock Option Scheme
(ESOP)
Provision for Gratuity & Leave Encashment
Staff Welfare Expenses||||1,139.90
549.40|

|
|||||||
||1,752.73|||||
||164.19|||||
||1,916.92|||1,689.30||
|||||1,081.64
500.71||
|||||||
||1,139.90|||||
||549.40|||||
||1,689.30|
(227.62)||1,582.35|
(106.95)|
|||||

|4,194.80
468.42
13.38
69.82
310.95|
|||||||
|||4,417.49||||
|||421.07||||
|||13.88||||
|||71.77||||
|||259.35||||
|||5,183.56|||5,057.37|
||||||(`In Lakhs)|
|Particulars|||Year Ended
31-03-2020||Year ended
31-03-2019|
|NOTE 22 : FINANCE COST
Interest Expenses
Interest on Lease Liability
Bank Charges|||678.50
30.52
190.82||628.77
-
143.51|
||||899.84||772.28|

173

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

	(`In Lakhs)
Particulars	Year Ended 31-03-2020 Year ended 31-03-2019
NOTE 23 : OTHER EXPENSES Rent Rates and Taxes Power and Fuel Insurance Sales Commission Exhibitions/ Advertisement Expenses Printing and Stationery Travelling and Conveyance Audit, Legal and Professional Charges Vehicle Maintenance Packing and Cartage Stores & Loose Tools Consumed Repairs to Machinery Repairs to Buildings Repairs to Other Assets Jobwork Charges Directors’ Sitting Fees Donations Loss on Sale / Assets Written Off Bad Debts Provision for Doubtful Debts/Advances Exchange Difference Loss Miscellaneous Expenses	78.77 253.43 307.63 456.62 187.48 214.98 77.70 76.27 313.71 445.01 135.10 158.41 68.20 61.28 690.15 820.19 440.84 376.65 80.17 79.97 456.07 924.48 233.03 271.51 58.15 82.38 73.64 41.55 39.23 34.66 495.89 587.89 17.69 20.61 1.09 0.74 8.52 6.70 38.86 154.99 42.89 40.65 21.30 - 455.08 767.01
	4,321.19 5,875.98

Note No 24:

Working capital borrowings from consortium banks in case of Holding Company on cash credit overdraft/ short term loan and non-fund based facilities are secured by first pari passu charge on stock of raw materials, stock in process, semifinished and finished goods, consumable stores and spares, bills receivable, books debts and other moveable current assets (both present and future) of the company and second pari passu charge on the fixed assets of the company (both present and future) at Udhna, Surat. Credit facilities including sub limits extended by consortium banks to Batliboi Environmental Engineering Limited (BEEL) are secured by 2[nd] pari passu charge on the fixed assets of the company (both present and future) at Udhna Surat.

Working capital borrowings includes borrowing in case of one of the step down subsidiaries which has been secured by a general security agreement representing a priority interest over all of the assets and undertakings of the step down subsidiary.

174

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Note No 25:

Disclosure required under section 22 of the Micro, small and medium enterprises development Act, 2006:

			(`In	Lakhs)
Sr.	Particulars	As at	As at
No.		31st March 2020	31st March	2019
1	Principal amount due and remaining unpaid	34.58		86.03
2	Interest due on above and the unpaid interest	10.02		4.79
3	Interest Paid	-		-
4	Payment made beyond the appointed day during the year	124.30	123.78
5	Interest due and payable for the period of delay *	5.42		11.80
6	Interest accrued and remaining unpaid	10.02		4.79
7	Amount of further interest remaining due and payable in succeeding	10.02		4.79
	years

Not claimed by Suppliers

NOTE 26 - CONTINGENT LIABILITIES AND COMMITMENTS:

a) Contingent Liabilities (to the extent not provided for)

( ` in Lakhs)

	Particulars	As at	As at
		31st March 2020	31st March	2019
A.	CONTINGENT LIABILITIES NOT PROVIDED FOR:
	Disputed Sales Tax/Excise Demands *	120.78	120.78
	* The Company has filed appeals against the respective orders and has
	paid`40.40 Lakhs against the dispute.
	Disputed Service Tax Demand	-		8.40
	TDS Demand (Prior to F.Y. 2015-16 till F.Y. 2019-20)	115.36	116.14
B.	CLAIMS NOT ACKNOWLEDGED AS DEBTS:	193.21	200.71
C.	GUARANTEES GIVEN:
	Corporate Guarantee given to banks and financial institutions for
	credit facilities/performance guarantees extended by them to Batliboi
	Environmental Engineering Limited (BEEL), a related party.	3,481.94	2,770.82
	Guarantees given by the holding company’s bankers on behalf of
	Batliboi Environmental Engineering Limited (BEEL) utilized out of the total
	corporate guarantee mentioned above.	978.80	927.68
	Guarantees given on behalf of the holding company by its bankers.	388.17	543.12
	Bank Guarantees given to Customers for Sales Covered under Warranty	61.96		59.09
D	STANDBY LETTER OF CREDIT:
	Standby Letter of credit of CAD 8,40,000 (P.Y. CAD 15,20,000) issued
	by the Holding Company’s banker out of the working capital limit to the
	banker of Quickmill Inc,a stepdown subsidiaryof the company.	446.92	786.44

175

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

i) The Group does not expect any reimbursement in respect of the above contingent liabilities.
ii) It is not practicable to estimate the timing of cash outflows, if any, in respect of matters as specified above in note 26.a, above pending resolution of the appellate proceedings.
iii) In respect of guarantees as specified in note 26.c given by the Holding Company to the bankers of BEEL, one of the related parties, BEEL has given counter guarantees to the bank on behalf of the Company.

b) Commitments:

i) Estimated amount of Contracts remaining to be executed on Capital Account and not provided for is ` 27.03 lakhs (31[st] March 2019: Nil).

NOTE 27- RELATED PARTY DISCLOSURES AS PER IND AS 24:

**a. List of Related Parties *-**

List of related parties where control exists and related parties with whom transactions have taken place and relationship:

i) Key Management Personnel and their relatives:

a) Mr. Nirmal Bhogilal, Chairman
b) Mr. Vivek Sharma, Managing Director
c) Mrs. Sheela Bhogilal, Director
d) Mr. Ketan Vyas, Chief Financial Officer
e) Mr Kabir Bhogilal, Chief X Officer
f) Mrs Maya Bhogilal
g) Ms Sarika Singh, Company Secretary (up to 10/08/2018)
h) Ganpat Sawant, Company Secretary (w.e.f 08/02/2019)

ii) Independent / Non-Executive Directors

a) Mr. Ameet Hariani
b) Mr. Eknath.Kshirsagar
c) Mr. George Verghese
d) Mr. Subodh Bhargava
e) Mr. Vijay Kirloskar

iii) Enterprises over which Key Management Personnel are able to exercise significant influence:

a) Batliboi Environmental Engineering Ltd
b) Batliboi International Limited
c) Batliboi Impex Ltd
d) Batliboi Renewable Energy Solutions Pvt Ltd (formerly known as Batliboi Enxco Pvt Ltd)
e) Sustime Pharma Ltd
f) Spartan Electricals
g) Bhagmal Investments Pvt Ltd
h) Delish Gourment Pvt Ltd
i) Hitco Investments Pvt Ltd
j) Nirbhag Investment Pvt Ltd
k) Pramaya Shares and securities Pvt Ltd
l) Bhogilal Trustship Pvt Ltd
j) Hariani & Co

176

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

iv) Entities in which management personnel are trustees:

a) Bhogilal Leherchand Foundation
b) Leherchand Uttamchand Trust Fund
c) Shekhama Family Trust
d) Bhogilal Family Trust

*Related party relationships on the basis of the requirements of Indian Accounting Standard (Ind AS) – 24 disclosed above is as identified by the company and relied upon by the auditors.

B) Transactions & Outstanding Balances:

B) Transactions & Outstanding Balances:
	(`In Lakhs)
Sr. No. Particulars	Entities in which Key Management Personnel or their relatives have signifcant infuence Key Management Personnel & their Relatives
	2019-20 2018-19 2019-20 2018-19
I) Transactions a) Purchase of goods/ material/ services b) Sale of goods/ materials/ services/ recovery of expenses c) Rent/License fee received(paid) d) Interest Paid(Received) e) Loans and Advance Received/ (Refunded) (Net) f) Loans and Advances in cash or kind Given / (refunded) (Net) g) Remuneration h) Balances Written-off/ (Written-back) i) Director Sitting Fees II) Outstanding Balances a) Loans and Advances-Received b) Receivable (for goods, services and other items) - i) Trade Receivables ii) Advances Recoverable in Cash or Kind c) Payables (for goods, services and other items) - i) Interest accrued and due on loans ii) Employee Related Liabilities iii) Trade Payables d) Advance Received (for goods, services and other items) e) OutstandingGuarantee	723.20 929.01 3.85 0.65 842.69 1024.70 - - (3.17) 13.30 (11.40) (11.40) 115.12 83.18 8.04 8.04 2619.75 2391.50 70.00 - (2407.75) (1766.75) (70.00) - - - 280.38 276.51 (11.95) - - - - - 4.60 5.30 916.94 692.14 1850.88 1862.80 333.34 75.36 - - - 31.49 - - - 55.40 70.00 62.76 - - 93.25 94.99 227.01 230.22 22.46 14.58 297.46 207.09 - - 4460.74 3698.50 - -

177

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

C. Disclosure of material transactions between the company and related parties and the status of outstanding balances as on 31[st] March 2020:

||||(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|---|
|Particulars|Enterprise / Key
Management|Relationship|31st March
2020|31st March
2019|
|Purchase of Goods/
materials/ services/ /
payment of expenses|Batliboi Environmental
engineeringLtd|Entities
in
which
key
management
personnel
and/or their relatives have
significant influence|

304.37|405.39|
||Batliboi International Ltd||
234.84|282.57|
||Batliboi Impex Ltd||123.26|167.61|
||Batliboi Renewable Energy
Solutions Pvt Ltd||2.18|-|
||Spartan Electricals||40.50|73.44|
||Hitco Investments Pvt Ltd||18.05|-|
||Hariani & Co|KeyManagerial Person|3.85|0.65|
|Sale of goods/ materials/
services /recovery of
expenses|Batliboi Environmental
engineeringLtd|Entities
in
which
key
management
personnel
and/or their relatives have
significant influence|

554.86|402.62|
||Batliboi International Ltd||
269.97|604.80|
||Batliboi Impex Ltd||0.15|0.15|
||Batliboi Renewable Energy
Solutions Pvt Ltd||16.49|16.59|
||Spartan Electricals||1.22|0.54|
|Rent/License fees
received/(paid)|Batliboi Environmental
engineeringLtd|Entities
in
which
key
management
personnel
and/or their relatives have
significant influence|

-|15.96|
||Batliboi Renewable Energy
Solutions Pvt Ltd||
(0.73)|(1.42)|
||Spartan Electricals||(2.44)|(1.24)|
||Nirmal Bhogilal|Chairman|(5.40)|(5.40)|
||Shekhama Family Trust|Trusts in which management
personnel are trustees|
(6.00)|(6.00)|
|Interest Paid/ (Received)|Batliboi International Ltd|Entities
in
which
key
management
personnel
and/or their relatives have
significant influence|
8.77|8.77|
||Hitco Investments Pvt Ltd||

106.35|74.41|
||Sheela Bhogilal|KeyManagerial Person|8.04|8.04|
|Loans and advances in
cash or kind received|Batliboi Renewable Energy
Solutions Pvt Ltd|Entities
in
which
key
management
personnel
and/or their relatives have
significant influence|

100.00|100.00|
||Hitco Investments Pvt Ltd||
2519.75|2291.50|
||Nirmal Bhogilal|Chairman|70.00|-|

178

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

||||(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|---|
|Particulars|Enterprise / Key
Management|Relationship|31st March
2020|31st March
2019|
|Loans and advanves in
cash or kind repaid|Batliboi Renewable Energy
Solutions Pvt Ltd|Entities
in
which
key
management
personnel
and/or their relatives have
significant influence|100.00|100.00|
||Hitco Investments Pvt Ltd||2307.75|1666.75|
||Nirmal Bhogilal|Chairman|70.00|-|
|Balances Written off/
(written Back)|Sustime Pharma|Entities
in
which
key
management
personnel
and/or their relatives have
significant influence|(11.95)|-|
|Remuneration paid
to Key Management
Personnel & their
Relatives|Nirmal Bhogilal|Chairman|41.75|41.86|
||Kabir Bhogilal|Chief X Officer|39.90|40.24|
||Vivek Sharma|ManagingDirector|146.22|149.54|
||Sarika Singh|CompanySecretary|-|2.83|
||Ketan Vyas|Chief Financial Officer|44.92|40.78|
||Ganpat Sawant|CompanySecretary|7.59|1.26|
|Director Sitting Fees|Mrs. Sheela Bhogilal|Director|0.45|0.45|
||Mr. Ameet Hariani|Independent / Non Executive
Director|
1.20|1.35|
||Mr. Eknath Kshirsagar|Independent / Non Executive
Director|
1.10|1.05|
||Mr. George Verghese|Independent / Non Executive
Director|
0.60|0.60|
||Mr. Subodh Bhargava|Independent / Non Executive
Director|
1.10|1.20|
||Mr. Vijay Kirloskar|Independent / Non Executive
Director|
0.15|0.65|

Outstanding balances	Outstanding balances
			(`In Lakhs)
Sr.	Particulars	2019-20	2018-19
No.
Outstanding Loans Received
A)	Entities in which key management personnel and/or their relatives
	have signifcant infuence
i)	Batliboi International Ltd	73.08	73.08
ii)	Hitco Investments Pvt Ltd	843.86	619.06
B)	Key Management Personnel and their relatives
i)	Nirmal Bhogilal	1783.88	1795.80
ii)	Sheela Bhogilal	67.00	67.00

179

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

	(`In Lakhs)
Sr.	Particulars 2019-20 2018-19
No.
Outstanding Receivable for goods, services and other items
A)	Entities in which key management personnel and/or their relatives
i)	have signifcant infuence Batliboi Environmental Engineering Ltd 189.41 13.57
ii)	Batliboi International Ltd 142.28 76.70
iii)	Batliboi Impex Ltd 1.24 4.18
iv)	Batliboi Renewable Energy Solutions Pvt Ltd - 12.40
v)	Spartan Electricals 0.41 -
Outstanding Payables for goods, services and other items
A)	Entities in which key management personnel and/or their relatives
i)	have signifcant infuence Batliboi Environmental Engineering Ltd - 20.20
ii)	Batliboi International Ltd 152.11 176.64
iii)	Batliboi Impex Ltd 8.34 -
iv)	Batliboi Renewable Energy Solutions Pvt Ltd - 0.81
v)	Sustime Pharma Ltd - 11.95
vi)	Spartan Electricals 32.76 48.10
B)	Key Management Personnel and their relatives
i)	Nirmal Bhogilal 125.43 121.53
ii)	Sheela Bhogilal 28.74 21.50
iii)	Kabir Bhogilal 6.91 4.68
iv)	Vivek Sharma 13.87 18.98
v)	Ketan Vyas 7.15 5.08
vi)	Ganpat Sawant 0.61 0.56
vii)	Hariani & Co. 3.02 -
C)	Management personnel are trustees & Related
i)	Shekhama Family Trust 33.80 27.92
Outstanding Advance received
A)	Entities in which key management personnel and/or their relatives
i)	have signifcant infuence Batliboi International Ltd 217.72 207.09
ii)	Batliboi Renewable Energy Solutions Pvt Ltd 79.74 -
Outstanding Guarantees/collateral security
A)	Entities in which key management personnel and/or their relatives
i)	have signifcant infuence Batliboi Environmental EngineeringLtd 4460.74 3698.50

180

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

NOTE 28 - FINANCIAL DERIVATIVE INSTRUMENTS:

a. Derivative contracts entered into by the Company and outstanding as on 31[st] March, 2020 for Hedging currency and interest related risks.
Nominal amount of derivative contracts entered by the company and outstanding is given below:

			(`In Lakhs)
Sr.	Particulars	31st March, 2020	31st March, 2019
No
1	Interest Rate Swaps	-	-
2	CurrencySwaps	-	-

b. Foreign Currency payables and receivables that are not hedged by derivative instruments as on 31[st] March 2020 and 31[st] March 2019:

Particulars 31st March 2020	31st March 2019
(In FCY Lakhs)	(In FCY Lakhs)
Foreign Currency Receivable exposure: Japan Yen -	1.20
EURO 4.55	6.74
US Dollar 0.33	0.36
Foreign Currency Payable exposure EURO 0.07	-
US Dollar 0.59	1.76

c. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

NOTE 29- DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD-19 “EMPLOYEE BENEFITS”:

The Company has classified the various benefits provided to employees as under:

a. Defined Contribution Plans:

The Company has recognized the following amounts in the Statement of Profit and Loss which are included under contribution to Provident Fund and Other Funds:

		(`in Lakhs)
Particulars	31st March 2020	31st March 2019
Contribution to Provident Fund	101.97	83.55
Contribution to ESIC	8.21	11.73
Contribution to Superannuation Fund	13.74	16.18

181

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Provident Fund:

b. Defined Benefit Plans:

The following details are pertaining to the Holding Company.:

( ` in Lakhs)

	(`in Lakhs)
	Gratuity (Non-Funded) Leave Encashment (Non funded) Compensated Absences(Non funded)
	31st March 2020 31st March 2019 31st March 2020 31st March 2019 31st March 2020 31st March 2019
1 Change in Beneft Obligation - Liability at the beginning of the year Interest cost Current Service Cost Benefit Paid Actuarial (gain) / Loss on obligation Liability at the end of the year 2 Changes in the Fair Value of Plan Assets - Present Value of Plan Assets as at the beginning of the year Expected Return on Plan Assets Actuarial (Gain)/Loss Employers’ Contributions Benefits Paid Present Value of Planned Assets as at end of the year 3 Amount Recognized in the Balance Sheet including a reconciliation of the Present Value of Defned Beneft Obligation and the Fair Value of Assets Present Value of Defined Benefit Obligation as at the end of the year	338.69 308.38 105.11 120.59 12.67 10.05 24.24 22.93 6.77 4.09 0.80 0.67 24.20 16.60 13.61 23.49 0.53 2.28 (29.81) (19.69) (39.78) (71.24) (-) (-) (20.63) 10.47 33.66 28.19 (1.64) (0.33) 336.69 338.69 119.37 105.11 12.36 12.67 - - - - - - - - - - - - - - - - - - 29.81 19.69 39.78 71.24 - - (29.81) (19.69) (39.78) (71.24) - - - - - - - - 336.69 338.69 119.37 105.11 12.36 12.67

182

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

( ` in Lakhs)

Gratuity
(Non-Funded)
Leave Encashment
(Non funded)
Compensated
Absences(Non funded)

31st March
2020
31st March
2019
31st March
2020
31st March
2019
31st March
2020
31st March
2019

Fair Value of Plan Assets as at
the end of the year
Net Liability recognized in the
Balance Sheet as at the end of
the year
4.
Expenses Recognized in the
Proft and Loss Account
Service Cost
Interest Cost
Expected Return on Plan Assets
Curtailment Cost/(Credit)
Settlement Cost/(Credit)
Total Expenses recognized in the
Profit and Loss A/c
5
Actual Return on Plan Assets
Estimated Contribution to be
made in the next annual year
The composition of plan
assets : i.e. percentage of each
category of plan assets to total
fair value of plan assets as at
31st March, 2020 :
a)
Govt of India Securities
b)
Corporate Bonds
c)
Special Deposit Scheme
d)
Equity Shares of Listed
Companies
e)
Property
f)
Insurance Managed Funds
g)
Others
Total
6.
Amount recognised in Other
Comprehensive Income (OCI)
Actuarial (Gains) / Losses on
Obligations for theperiod

-
-
-
-
-
-
336.69
338.69
119.37
105.11
12.36
12.67
24.20
16.60
13.61
23.49
2.16
2.04
24.24
22.93
6.77
4.09
0.80
0.67
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

48.44
39.53
20.38
27.58
2.96
2.71
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(20.63)
10.47
33.66
28.18
(1.64)
(0.33)

183

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

	(`in Lakhs)
	Gratuity (Non-Funded) Leave Encashment (Non funded) Compensated Absences(Non funded)
	31st March 2020 31st March 2019 31st March 2020 31st March 2019 31st March 2020 31st March 2019
Re-measurement(Return on Plan Assets Excluding Interest Income) Change in Asset Ceiling Net (Income) / Expenses for the period recognized in OCI 7. Principal Actuarial Assumptions at the Balance Sheet Date Retirement age Discount rate Mortality Salary escalation Projected benefts payable in future years from the date of reporting 1stfollowing year Sum of years 2 to 5 Sum of years 6 to 10 Sensitivity analysis on PBO Delta effect of 1% increase in rate of discounting Delta effect of 1% decrease in rate of discounting Delta effect of 1% increase in rate of salary escalation Delta effect of 1% decrease in rate of salaryescalation	- - - - - - - - - - - - (20.63) 10.47 33.66 28.18 (1.64) (0.33) 58 years for employees at Manufacturing facilities at Udhna and 60 years at other locations 6.77% p.a. 7.66% p.a. 6.77%p.a 7.66%p.a. 6.77%p.a. 7.66%p.a. Indian Assured Lives Mortality (2006-2008) Ultimate 4% p.a. 4% p.a. 4% p.a. 4% p.a. 4% p.a. 4%p.a. 22.37 44.65 8.50 10.92 0.93 1.21 145.58 139.47 39.02 34.78 3.88 3.88 112.42 114.85 35.83 35.12 4.81 4.63 315.65 320.03 108.57 86.65 11.34 10.22 360.88 359.99 132.27 102.24 13.56 12.00 360.30 359.94 132.28 102.38 13.58 12.02 315.13 319.43 108.31 86.43 11.31 10.19

184

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

NOTE NO.30: Earning per share (EPS)

NOTE NO.30: Earning per share (EPS)
Particulars	31st March, 2020	31st March, 2019
Profit/ (Loss) after Tax – (`in Lakhs)	(1,586.82)	1,289.57
No. of Equity shares of`5 each outstanding	2,87,15,883	2,87,15,883
Weighted Average Number of Equity Shares Outstanding during the year
For Basic	2,87,15,883	2,87,15,883
For Diluted	2,87,15,883	2,87,15,883
EPS (`)
Basic	(5.53)	4.48
Diluted	(5.53)	4.48

NOTE 31 - FAIR VALUE MEASUREMENTS:

The following disclosures are made as required by Ind AS -113 pertaining to Fair value measurement:

a. Accounting classification and fair values

( ` in Lakhs)

							(`in Lakhs)
Particulars	As at 31-Mar-20			As at 31-Mar-19			Fair Value Measurement Hierarchy
	Amortised Cost	FVPL	At Cost	Amortised Cost	FVPL	At Cost
FINANCIAL ASSETS							Level 2
Investments	-	-	5.27	-	-	5.27
Trade receivables	2,747.33	-	-	3,542.37	-	-
Cash and cash equivalents	803.63	-	-	588.21	-	-
Bank balances other than above	91.99	-	-	87.28	-	-
Loans	9.40	-	-	11.43	-	-
Others	871.55	-	-	583.52	-	-
Total Financial Assets	4,523.90	-	5.27	4,812.81	-	5.27
FINANCIAL LIABILITIES							Level 2
Borrowings	6,723.49	-	-	6,990.49	-	-
Tradepayables	4,887.24	-	-	4,642.20	-	-
Other financial liabilities	4,475.60	-	-	2,945.98
Total Financial Liabilities	16,086.33	-	-	14,578.67	-	-

185

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

b. Measurement of fair values:

The following tables shows the valuation techniques used in measuring Level 2 fair values.

Type	Valuation technique
Fixed Rate Borrowings	Discounted cash flows: The valuation model considers the present value of expected payment discounted usingappropriate discountingrates.

c. Financial risk management

The Group has exposure to the Credit risk, Liquidity risk and Market risk arising from financial instruments.

Risk Management Framework: The Holding Company’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Board of Directors has established the Risk Management Committee (RMC), which is responsible for developing and monitoring the Group’s risk management policies.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits to control / monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

The Group’s financial risk management is an integral part of how to plan and execute its business strategies. The Group’s financial risk management policy is approved by the respective companies Board of Directors.

d. 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 Company’s receivables.

Trade receivables: The Group considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.

The following table provides information about the exposure to credit risk and measurement of loss allowance using Life time expected credit loss for trade receivables:

The following table provides information about the exposure to credit risk and measurement of loss allowance using Life time expected credit loss for trade receivables:	The following table provides information about the exposure to credit risk and measurement of loss allowance using Life time expected credit loss for trade receivables:	The following table provides information about the exposure to credit risk and measurement of loss allowance using Life time expected credit loss for trade receivables:	The following table provides information about the exposure to credit risk and measurement of loss allowance using Life time expected credit loss for trade receivables:	The following table provides information about the exposure to credit risk and measurement of loss allowance using Life time expected credit loss for trade receivables:	The following table provides information about the exposure to credit risk and measurement of loss allowance using Life time expected credit loss for trade receivables:
(`In Lakhs)
Particulars	Up to 6 months	6 months. to 1yr.	1 year to 3 years	More than 3 years	Total
As on 31st March 2020
Gross CarryingAmount	1,634.15	1,012.79	100.39	370.06	3,117.39
Specific Provision	-	-	-	370.06	370.06
CarryingAmount	1,634.15	1,012.79	100.39	-	2,747.33
As on 31st March 2019
Gross CarryingAmount	960.84	2525.07	56.12	318.55	3860.58
Specific Provision	-	-	2.60	315.61	318.21
CarryingAmount	960.84	2525.07	53.52	2.94	3542.37

186

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Cash and cash equivalents:

The Company held cash and cash equivalents of 803.63 lakhs as at 31[st] March 2020 (31[st] March 2019: 588.21 lakhs). The cash and cash equivalents are held with reputed banks.

e. Liquidity Risk:

	(In Lakhs)	(In Lakhs)	(In Lakhs)	(In Lakhs)	(In Lakhs)	(In Lakhs)
	Contractual cash fows					Total
	Carrying amount	Up to 1 year	1-2 years	2-5 years	More than 5 years
As on 31st March 2020
Non-derivative financial liabilities
Borrowings	6,723.49	2,768.49	110.00	1,173.08	2,671.92	6,723.49
Interest	70.00	-	-	-	70.00	70.00
Tradepayables	4,887.23	4,406.42	480.81	-	-	4,887.23

As on 31st March 2019
Non-derivative financial liabilities
Borrowings	6,990.49	3,936.69	70.52	178.85	2,804.43	6,990.49
Interest	125.97	-	-	-	125.97	125.97
Tradepayables	4,642.20	4,107.54	534.66	-	-	4,642.20

f. Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and commodity prices, will affect the Group’s income or the value of its financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables, long term debt and commodity prices. The Group is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and commodity price risk.

g. Interest rate risk:

187

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Exposure to Interest rate risk:

Group’s interest rate risk arises from borrowings. The interest rate profile of the Group’s interest-bearing long-term financial instruments is as follows:

financial instruments is as follows:
	(`In Lakhs)
Particulars	31st March 2020 31st March 2019
Fixed-rate instruments Financial liabilities - measured at amortised cost Variable-rate instruments Total	639.45 646.87 4,118.57 3,919.86 - -
	4,758.02 4,566.73

h. Currency risk:

The Group is exposed to currency risk on account of its operating and financing activities. The functional currency of the Holding Company is Indian Rupee.

To the extent the exposures on purchases and borrowings are not economically hedged by the foreign currency denominated receivables, the Group uses derivative instruments, like, foreign exchange forward contracts to mitigate the risk of changes in foreign currency exchange and principal only swap rates. The Group does not use derivative financial instruments for trading or speculative purposes.

The Group evaluates exchange rate exposure arising from foreign currency transactions and the Group follows established risk management policies including the use of derivatives like foreign exchange forward contracts to hedge exposure.

Exposure to currency risk:

The currency profile of financial assets and financial liabilities as on 31[st] March 2020 and 31[st] March 2019 are as below:

The currency profile of financial assets and financial liabilities as on 31stMarch 2020 and 31stMarch 2019 are as below:	The currency profile of financial assets and financial liabilities as on 31stMarch 2020 and 31stMarch 2019 are as below:	The currency profile of financial assets and financial liabilities as on 31stMarch 2020 and 31stMarch 2019 are as below:	The currency profile of financial assets and financial liabilities as on 31stMarch 2020 and 31stMarch 2019 are as below:	The currency profile of financial assets and financial liabilities as on 31stMarch 2020 and 31stMarch 2019 are as below:	The currency profile of financial assets and financial liabilities as on 31stMarch 2020 and 31stMarch 2019 are as below:
(`In Lakhs)
Particulars	Total	INR	JPY	EURO	USD
As at 31st March 2020
Financial assets
Cash and cash equivalents	803.63	803.63	-	-	-
Loans and advances	751.29	746.76	-	1.31	3.22
Other current financial assets	91.99	91.99	-	-	-
Trade and other receivables	2,747.33	2,344.84	-	378.00	24.49
Other Non-current financial asset	134.94	134.94	-	-	-
Exposure for assets(A)	4,529.18	4,122.16	-	379.31	27.71
Financial liabilities
Longterm borrowings	3,955.00	3,955.00	-	-	-
Short term borrowings	2,768.49	2,768.49	-	-	-
Trade and otherpayables	4,887.24	4,837.55	-	5.52	44.17
Other Current financial liabilities	4,134.03	4,134.03	-	-	-

188

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

TES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS	TES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS	TES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS	TES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS	TES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS	TES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS
(`In Lakhs)
Particulars	Total	INR	JPY	EURO	USD
Other Non-Current financial Liabilities	341.57	341.57	-	-	-
Exposure for liabilities(B)	16,086.33	16,036.64	-	5.52	44.17
Net exposure(A-B)	(11,557.15)	(11,914.48)	-	373.79	(16.46)

|(**In Lakhs)**|**(**In Lakhs)|(**In Lakhs)**|**(**In Lakhs)|(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|---|---|
|Particulars|Total|INR|JPY|EURO|USD|
|As at 31st March 2019||||||
|Financial assets||||||
|Cash and cash equivalents|588.21|588.21|-|-|-|
|Loans and advances|474.38|474.38|-|-|-|
|Other current financial assets|87.28|87.28|-|-|-|
|Trade and other receivables|3,542.37|2,992.13|0.74|524.24|25.25|
|Other Non-current financial asset|125.84|125.84|-|-|-|
|Exposure for assets(A)|4,818.08|4,267.84|0.74|524.24|25.25|
|Financial liabilities||||||
|Longterm borrowings|3,210.70|3,210.70|-|-|-|
|Short term borrowings|3,779.79|3,779.79|-|-|-|
|Trade and otherpayables|4,642.20|4,520.42|-|-|121.78|
|Other Current financial liabilities|2,715.15|2,715.15|-|-|-|
|Other Non-Current financial Liabilities|230.83|230.83|-|-|-|
|Exposure for liabilities(B)|14,578.67|14,456.89|-|-|121.78|
|Net exposure(A-B)|(9,760.59)|(10,189.05)|0.74|524.24|(96.52)|

Sensitivity analysis:

A reasonably possible change in foreign exchange rate at 31[st] March by 4% would have increased or decreased impact on Profit / (Loss) (before tax) as below:

	`in Lakhs
Particulars For the	For the
year ended	year ended
31st March 2020	31st March 2019
Movement in exchange rate 4%	4%
Impact on profit and loss JPY- INR -	0.03
EURO – INR 14.90	20.97
USD - INR 0.79	3.86

189

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Note No. 32:- Disclosure relating to revenue from Contract

a) Disaggregation of revenue into Operating Segments and Geographical areas for the year ended March 31, 2020:

Revenue disaggregation by industry vertical is as follows:

Revenue disaggregation by industry vertical is as follows:
	(`In Lakhs)
Industry Vertical	Year Ended 31st March 2020 Year Ended 31st March 2019
Machine Tools Textile Engineering Others Total`	9,052.49 9,692.95 10,372.60 15,090.97 102.00 107.91
	19,527.09 24,891.83

Revenue disaggregation by geography is as follows:

Revenue disaggregation by geography is as follows:
	(`In Lakhs)
Geography	Year Ended 31stMarch 2020 Year Ended 31st March 2019
India Foreign Total`	9,609.34 10,168.04 9,917.75 14,723.79
	19,527.09 24,891.83

b) Performance Obligation under contract with customers:

Note No. 33: Capital Management

For the purpose of the Group’s capital management, capital includes issued equity capital, share premium and all other equity reserves. The primary objective of the Company’s capital management is to maximise the shareholder value.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.

		(`In Lakhs)
Particulars	31st March 2020	31st March 2019
Loans and Borrowings	6,723.49	6,990.49
Trade Payables	4,887.23	4,642.20
Other Financial Liability	4,475.60	2,945.98
Less: Cash and Cash Equivalents	803.63	588.21

190

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

		(`In Lakhs)
Particulars	31st March 2020	31st March 2019
Net Debts	15,282.69	13,990.46
Equity	11,993.11	13,690.14
Capital and net debt	27,275.80	27,680.60
Gearing ratio	56%	51%

Note No 34: Disclosure for provisions in terms of IND AS 37

The aforesaid provision are made for warranty cover related to goods sold and jobs executed (Refer Note 15.4 and 17.4):

Provisions	Opening Amount	Additional provision	Amount utilised	Amount reversed	Closing balance
2019-20	91.96	138.41	19.65	72.74	137.98
2018-19	75.23	95.59	26.96	51.90	91.96

Note No 35: ESOP Related Disclosure:

Pursuant to the resolution passed in the extra ordinary general meeting in the year 2011-12, the holding company had reserved 28,68,255 options to the eligible employees of the holding company and its subsidiaries under the Employee stock option scheme. The exercise price for all the options is ` 15.75. Summary of stock options as on 31.03.2020 is as follows:-

Name of Plan	Number of Options	Number of Options	Exercise Price	Exercise Price	Exercise Price
ESOP 2011-12 - Phase 1	10,00,000		`15.75
ESOP 2012-13 - Phase 2	1,00,000		`15.75
ESOP 2014-15 - Phase 3	3,50,000		`15.75
ESOP 2015-16 - Phase 4	2,50,000		`15.75
ESOP 2017-18 - Phase 5	1,00,000		`15.75
ESOP 2018-19 - Phase 6	4,50,000		`15.75

Number and weighted average exercise prices of stock options for each of the following groups of options -	Number of Options			Weighted Average Exercise Price(In`)
	2019-20	2018 -19		2019-20	2018 -19
- Outstandingat the beginningof theyear	12,91,667	9,61,667		15.75	15.75
- Granted duringtheyear	-	4,50,000		15.75	15.75
- Forfeited/ Lapsed duringtheyear	1,08,333	1,20,000		-	-
- Exercised duringtheyear	-			-	-
- Outstandingat the end of theyear and	11,83,334	12,91,667		15.75	15.75
- Exercisable at the end of theyear	6,16,667	5,91,667		15.75	15.75
Number of Option Vested duringthe Year	1,33,333	1,33,333

191

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

|Number and weighted average exercise prices
of stock options for each of the following groups
of options -|Number of Options|Number of Options|Weighted Average
Exercise Price(In**)**|**Weighted Average** **Exercise Price(In**)|
|---|---|---|---|---|
||2019-20|2018 -19|2019-20|2018 -19|
|Total number of shares arisingas a result of exercise|-||||
|Moneyrealized byexercise of options()|-|||| |For stock options exercised during the period the weighted average share price at the date of exercise. If options were exercised on a regular basis throughout the period, the weighted average shareprice duringtheperiod.()|No options were exercised during the year.||||
|For stock options outstanding at the end of the
period, the range of exercise prices and weighted
average remaining contractual life (vesting period
+ exercise period). If the range of the exercise
prices is wide, the outstanding of those options
should be divided into ranges that are meaningful
for assessing the number and timing of additional
shares that may be issued and cash that may be
received upon exercise of those options.|Range of exercise
Prices (`)||Weighted average
contractual life (Years)||
||2019-20|2019-20|2019-20|2018-19|
|ESOP 2011-12 - Phase 1|15.75|15.75|0.81|1.81|
|ESOP 2014-15 - Phase 3|15.75|15.75|3.44|4.44|
|ESOP 2015-16 - Phase 4|15.75|15.75|4.84|5.84|
|ESOP 2017-18 - Phase 5|15.75|15.75|6.68|7.68|
|ESOP 2018-19 - Phase 6|15.75|15.75|7.15|8.15|
|For liabilities arising from employee share-based
payment plans
- Total carrying amount at the end of the period
- Total intrinsic value at the end to the period for
which the right of the employee to cash or other
assets had vested bythe end of theperiod.|No cash settled awards given out||||
|Diluted earnings per share (EPS) pursuant to issue
of shares on exercise of option.|No options were exercised during the year||||

Note No 36:

Leases

The Group has adopted Ind AS 116 ‘Leases’ with effect from 1[st] April, 2019 using the modified retrospective method. Cumulative effect of initially applying the standard has been recognized on the date of initial application and hence the Group has not restated comparative information. The Group has recorded Lease liability at the present value of the future lease payments discounted at the incremental borrowing rate and the right-of-use asset at an amount equal to the lease liability, adjusted by the amount of prepaid or accrued lease payments relating to that lease recognized in the balance sheet immediately before the date of initial application.

192

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Accordingly, the Group has recognized right-of-use asset of 149.70 Lakhs and a lease liability of 149.70 Lakhs in the standalone financial statements on the date of initial application. There is no impact on the retained earnings. Due to adoption of Ind AS 116, the nature of expenses have changed from rent in previous periods to depreciation cost on right-of-use asset and finance cost for interest on lease liability. During the year ended 31[st] March, 2020, the Group has recognized depreciation on right-of-use asset 133.14 Lakhs along with interest on lease liability of 30.52 Lakhs respectively. The effect of this standard is not significant on the loss for the year of the Group. Further as per Ind AS 116, the principal portion of lease payments and interest on lease liability has been disclosed under the cash outflow from financing activities. Operating lease payments as per Ind AS 17 – Leases were disclosed under the cash outflow from operating activities.

The weighted average incremental borrowing rate applied to lease liabilities recognized in the balance sheet at the date of initial application is 12% with maturity between 2021 to 2023.

The difference between the future minimum lease commitments under Ind AS 17 – Leases reported as of 31[st] March, 2019 and the value of lease liability recorded as on 1[st] April, 2019 on adoption of Ind AS 116 – Leases is primarily on account of discounting of the lease liability to its present value in accordance with Ind AS 116 and the exclusion of commitments for leases to which the Group has chosen to apply the practical expedient as per the standard.

The changes in the carrying values of right-of-use asset for the year ended 31[st] March, 2020 are given in Note No. 8.

Set out below are the carrying amounts of lease labilities and the movement during the year ended 31[st] March, 2020:

|(**In Lakhs)**|**(**In Lakhs)|
|---|---|
|Particulars|Amounts in
`Lakhs|
|As at 1st April 2019|-|
|Adjustment on adoption of Ind AS 116 – Leases|398.89|
|Modifications|-|
|Interest on Lease Liability|30.52|
|Repayments|(142.34)|
|Foreign Exchange Impact|4.72|
|As at 31st March 2020|291.79|
|Current|133.09|
|Non-Current|158.70|
|Total|291.79|

The maturity analysis of undiscounted lease liabilities as at 31[st] March, 2020 are as follows:

Particulars	Amounts in `Lakhs
Less than 1year	149.35
1 to 5years	189.70
More than 5years	-
Total	339.05

193

Batliboi Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

The following amounts are recognized in the consolidated statement of profit and loss for the year ended 31[st] March, 2020:

Particulars	Amounts in `Lakhs
Depreciation expense on right-of-use asset	133.14
Interest expense on lease liability	30.52
Expense relatingto short term leases includingservice charges(included in other expense as rent)	78.77
Total	242.43

The Group had total cash outflows for leases of ` 111.82 Lakhs (excluding interest) for the year ended 31[st] March, 2020. The Group did not have any non-cash additions to right-of-use assets and lease liabilities for the year ended 31[st] March, 2020. Further, there are no future cash outflows relating to leases that have not yet commenced.

Note No.37:

Audit, Legal and Professional Charges (excluding Service Tax/ GST) shown under other expenses (Note 23), includes the following payments to auditors :

includes the following payments to auditors :
	(`In Lakhs)
Particulars	2019-2020 2018-19
a) Audit Fees b) Tax Matters c) Certification d) Reimbursement e) Other Services Total	73.92 72.61 0.64 1.50 8.34 3.00 0.31 0.47 11.60 14.53
	94.81 92.11

Note No.38: Non Controlling Interest

Under Indian GAAP the losses applicable to the non controlling interest in a consolidated subsidiary which exceeds the non controlling interest in the equity of the subsidiary were adjusted against the holding company’s interest in case of one of the subsidiary. As the subsidiary has negative net worth hence there was no separate disclosure of non controlling interest as on 1[st] April 2016 in the consolidated financial statement. Under Ind AS 110 Consolidated Financial Statement - Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. The group has availed exemption provided under Ind AS 101 to apply the requirement of Ind AS 110 prospectively, hence in the Ind AS Consolidated financial statement the share of profit for interest of the non controlling interest for the said subsidiary has not been attributed till the time the deficit interest of the non controlling interest prior to the transition date are recovered.

Note No. 39:

Reconciliation between opening and closing balances in the consolidated balance sheet for liabilities arising from financing activities as required by Ind AS 7 “Statement of Cash Flows” is as under:

194

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

||||(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|---|---|
|Particulars|||31st March 2020
31st March 2019||
|Cash and Cash Equivalents
Current Borrowings
Non-Current Borrowings
Net Debt|||803.63
588.21
(2,768.49)
(3,779.79)
(4,519.80)
(3,378.87)||
||||(6,484.66)
(6,570.45)||
||||||
|Particulars|Other Assets|Liabilities from fnancing activities||Total|
||Cash and Bank
Balance|Non - Current
Borrowings|Current
Borrowings||
|Net Debts as at 31st March 2019|588.21|(3,378.87)|(3,779.79)|(6,570.45)|
|Cash Flows|215.42|556.56|(747.81)|24.17|
|Interest Expense|-|(78.49)|(600.01)|(678.50)|
|Interest Paid|-|126.65|607.82|734.47|
|Other non-cash movements -|||||
|- Acquisitions/ disposal|-|-|-|-|
|- Fair Value adjustments|-|5.67|-|5.67|
|Net Debts as at 31st March 2020|803.63|(2,768.49)|(4,519.80)|(6,484.66)|

195

Batliboi Limited

)
(`in Lakhs	Share in total comprehensive income	Amounts	(760.93) (19.66) (21.15) 32.96 1,267.80 (1,016.71) 10.11 - - - - - - (1,168.53)	(1,676.11)
		As % of consolidated total comprehensive income	45.40 1.17 1.26 (1.97) (75.64) 60.66 (0.60) - - - - - - 69.72	100.00
	Share in other comprehensive income	Amounts	(8.43) (10.37) (8.48) 34.82 1,117.71 (52.08) 7.33 - - - - - - (1,169.79)	(89.29)
		As % of consolidated other comprehensive income	9.44 11.61 9.50 (39.00) (1,251.76) 58.33 (8.21) - - - - - - 1,310.09	100.00
	Share in Proft or loss	Amounts	(752.50) (9.29) (12.67) (1.86) 150.09 (964.63) 2.78 - - - - - - 1.26	(1,586.82)
		As % of consolidated proft or loss	47.42 0.59 0.80 0.12 (9.46) 60.79 (0.18) - - - - - - (0.08)	100.00
	Net Asset, i.e; total assets minus total liabilities	Amounts	12,328.80 2,859.65 3,675.22 16.91 2,243.12 (1,257.36) 179.78 - - - - - - (8,053.01)	11,993.11
		As % of consolidated net assets	102.80 23.84 30.64 0.14 18.70 (10.48) 1.50 - - - - - - (67.15)	100.00
	Name of the Entity		Parent Batliboi Limited Subsidiaries : Foreign Queen Projects Mauritius Ltd.,Mauritius Vanderma Holdings Ltd.,Cyprus Pilatus View Holding, AG, Switzerland Quickmill, Inc., Canada AESA Air Engineering SA,France (consolidated) 760, Rye Street, Canada Non Controlling Interest in all Subsidiaries : Queen Projects Mauritius Ltd.,Mauritius Vanderma Holdings Ltd.,Cyprus Pilatus View Holding, AG, Switzerland Quickmill, Inc., Canada AESA Air Engineering SA,France (consolidated) 760, Rye Street, Canada Consolidation Financial Statements adjustments and eliminations	Total
	Sr. No		1 1 2 3 4 5 6 1 2 3 4 5 6

196

Annual Report 2019-20

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

Note No. 41:

Assessment of implication of COVID – 19 pandemic on consolidated financial statement

The COVID -19 pandemic has severely disrupted business operations due to lockdown and other emergency measures imposed by the governments. The Group has evaluated the impact of this pandemic on its business operations, liquidity and financial position, recoverability and carrying value of assets and based on management’s review of current indicators and economic conditions there is no material adjustments required to be made on its financial statements as at 31[st] March, 2020. The impact assessment of Covid-19 is a continuing process given the uncertainties associated with its nature and duration and accordingly the impact may be different from that estimated as at the date of approval of these financial results. The Group will continue to monitor any material changes to future economic conditions.

Note No. 42:

Event after reporting period

AESA Air Engineering SA, France, one of the step down subsidiary company, the board of the said subsidiary company has filed Judiciaire Redressement under French Law on 6[th] July, 2020. The judicial recovery plan is intended to allow the continuation of the activity of the company, the maintenance of employment and the discharge of its debts. The financial statements of the said has been prepared on going concern basis as in management view the subsidiary company would be able to find favourable solution under the judiciaire redressement and would continue its business operation on normal basis.

Note No. 43:

Previous year’s figures have been reclassified and re grouped to confirm to current years classification and grouping.

Signature on notes on accounts

For and on behalf of the Board of Directors

For Mukund M. Chitale & Co. Chartered Accountants Firm Reg. No. 106655W

Vivek Sharma

Nirmal Bhogilal Vivek Sharma Chairman Managing Director DIN No. 00173168 DIN No. 01541498

A. V. Kamat

(Partner) M.No.039585

Ketan Vyas Ganpat Sawant Chief Financial Officer Company Secretary

Place : Mumbai Date : 18[th] July, 2020

197

Batliboi Limited

Country	Mauritius	Cyprus	Switzerland	Canada	France	India	China	Singapore	Canada
% of share- holding	100%	100%	100%	100%	70%	70%	70%	70%	100%
Proposed dividend	-	-	-	39.20	-	-	-	-	-
Proft/ (Loss) after taxation	(9.16)	952.24	(2.04)	124.18	(422.38)	13.30	(253.13)	17.82	2.78
Provision for taxation	-	-	0.39	53.09	-	8.66	-	1.07	1.14
Proft/ (Loss) before taxation	(9.16)	952.24	(1.64)	177.27	(422.38)	21.97	(253.13)	18.89	3.92
Turnover	-	-	-	4,645.29	4,137.13	113.12	1,444.15	364.78	80.41
Invest- ments	2,885.43	3,689.66	-	-	174.55	-	-	-	-
Total liabili- ties(excluding share capital and reserve and surplus)	43.36	15.49	3.58	1,687.12	3,404.09	256.15	992.62	63.14	635.18
Total assets	2,903.01	3,690.72	20.49	5,463.86	2,948.05	251.09	1,060.74	139.27	814.96
Reserve & Surplus	(142.39)	3,672.46	16.91	2,136.65	(941.82)	(25.05)	(44.58)	23.46	179.78
Share Capital	3,002.04	2.77	-	1,640.09	485.79	20.00	112.71	52.68	0.00
Exchange rate	1 MUR = `1.86\|1 CAD =<br>`53.2	1 CHF = `78.47\|1 CAD =<br>`53.2	1 EUR = `83.04\|1 INR =`1	1 CNY =`<br>10.58\|1 SGD =<br>`52.68	1 CAD = `53.2
Financial period ended	31-Mar-20	31-Mar-20	31-Mar-20	31-Mar-20	31-Mar-20	31-Mar-20	31-Mar-20	31-Mar-20	31-Mar-20
Date Since when subsidiary was acquired	10-Apr-07	10-Apr-07	10-Apr-07	12-Apr-07	06-Jul-07	06-Jul-07	06-Jul-07	06-Jul-07	15-Apr-09
Name of Subsidiary	Queen Project (Mauritius) Ltd.	Vanderma Holdings Ltd.	Pilatus View Holdings AG	Quickmill Inc.	Aesa Air Engineering S. A.	Aesa Air Engineering Private Limited	Aesa Air Engineering Limited.	Aesa Air Engineering Pte Limited	760 Rye Street Inc.
Sr. No.	1	2	3	4	5	6	7	8	9

198

Annual Report 2019-20

BATLIBOI LIMITED

Registered Office: Bharat House, 5[th] Floor, 104, B.S. Marg, Fort, Mumbai 400 001. CIN: L52320MH1941PLC003494 Tel: +91 (22) 66378200/245 Fax: +91 (22) 2267 5601 Email: [email protected] website: www.batliboi.com

Dear Member,

The Ministry of Corporate Affairs (“MCA”) vide its Circulars dated 21[st] April, 2011 and 29[th] April, 2011 has taken “Green Initiative in the Corporate Governance”, thereby allowing companies to serve various communications / documents (including Notice of General Meetings, Audited Financial Statements, Directors’ Report, Auditors’ Report and all other documents including Postal Ballot documents) through electronic mode to its those Members who have registered their e-mail address for the purpose.

The Company appreciates the “Green Initiative” taken by MCA as this will reduce paper consumption to a great extent and allow public at large to contribute towards Greener Environment.

Accordingly, henceforth, we propose to send all communications / documents, through e-mail, to those Members who have registered their e-mail address with the Company. Please note that all such communications / documents shall be available on the Company’s website www.batliboi.com for download by the Members. If the Members still wish to receive physical copies of these communications / documents, the Company undertakes to provide the same.

As a responsible citizen, we trust that you would support and co-operate in implementing this initiative by submitting your e-mail address to the Company in the interest of the environment. You are requested to please fill the details in the format provided on our website or in the box given below for the registration of the e-mail address.

To,
M/s Datamatics Business Solutions Limited,
Plot no. B-5, Part B, Cross Lane,
MIDC, Marol, Andheri (East),
Mumbai-400 093
	Batliboi Limited : Registration of E-mail ID
Name	: ____________
Address	: ____________
No. of shares	: ____________
E- mail ID	: ____________
Folio No./DP ID & Client ID Nos.	: ____________
Place :
Date :	Signature

In case of any updations/changes in your e-mail address, you are requested to promptly update the same with your DP, if your holding is in demat form. Shareholders holding shares in physical form shall have to send their updations/changes to RTA, M/s Datamatics Buiness Solutions Limited, through email to [email protected], greeninitiative@ batliboi.com

We are sure that you will appreciate the “Green Initiative” taken by your Company and hope that you will enthusiastically participate in the effort.

199

Our Network

www.batliboi.com

Batliboi Ltd.

Bharat House, 5th Floor 104, Bombay Samachar Marg Fort, Mumbai – 400 001 Tel : +91 22 6637 8200 Fax : +91 22 2267 5601 E-mail : [email protected]

Manufacturing Facility:

• Surat Navsari Road Udhna – 394 220, Surat Tel : +91 261 289 0551, 289 0435 Fax : +91 261 289 0832 E-mail : [email protected]

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Corporate Office
International Division
Manufacturing Facility
Sales & Service Offices
Ludhiana
Mohali Resident Office
Ambala
New Delhi
Faridabad
Ahmedabad
Vadodara
Jamshedpur
Rajkot
Surat
Aurangabad
Thane
Mumbai
Pune
Kolhapur Hyderabad
Guntur
Bengaluru
Chennai
Coimbatore
Tirupur
Kolkata
----- End of picture text -----

Subsidiaries:

Quickmill Inc.

760, Rye Street, Peterborough Ontario – K9J 6W9, Canada Tel : 1-705-745-2961 Fax : 1-705-745-8130 E-mail : [email protected]

• AESA Air Engineering, SA 78, Faubourg des Vosges 68804, THANN Cedex, France Tel : 33 389 383434 Fax : 33 389 379706 E-mail : [email protected]

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----- Start of picture text -----

Canada
France
India
----- End of picture text -----

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Batliboi Ltd.

==> picture [252 x 159] intentionally omitted <==

==> picture [111 x 159] intentionally omitted <==

Bharat House, 5th Floor 104, Bombay Samachar Marg, Fort Mumbai - 400 001

Phone : +91 22 6637 8200 Fax : +91 22 2267 5601 E-mail : [email protected] Website: www.batliboi.com

AI assistant

Batliboi Ltd — Annual Report 2020

60491_rns_2020-08-12_d5803f44-cb22-4d6b-81cf-19f4c3288d26.pdf

Sub: 76[th] AGM Notice, Annual Report 2019-20, Book Closure and E-voting Details

For Batliboi Ltd

Ganpat Sawant

Company Secretary

Encl: as above

Batliboi Ltd.

Products marketed

CORPORATE INFORMATION

Contents

NOTICE

ORDINARY BUSINESS:

SPECIAL BUSINESS:

3. To ratify the Remuneration of Cost Auditors for the financial year 2020-21.

4. To create security by way of charge, mortgage, hypothecation or pledge of the moveable or immovable assets or properties of the Company

NOTES:

6. Instructions for Shareholders for remote e-Voting are as under:

iii) The Shareholders should log on to the e-Voting website www.evotingindia.com.

7. Process for those Shareholders whose email addresses are not registered with the depositories, for obtaining login credentials for e-Voting for the resolutions proposed in this Notice:

8. Instructions for Shareholders attending the AGM through VC/OAVM are as under:

9. Instructions for Shareholders for e-Voting during the AGM are as under:-

10. Note for Non–Individual Shareholders and Custodians

Registered Office:

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

Item No. 3

Item No. 4

By order of Board of Directors

Registered Office:

ANNEXURE TO ITEM NO. 2 OF THE NOTICE

DIRECTORS’ REPORT

Dear Members,

1. FINANCIAL RESULTS

2. REVIEW OF OPERATIONS AND OUTLOOK

3. DIVIDEND

4. TRANSFER TO RESERVE

5. SHARE CAPITAL

6. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

SUBSIDIARY COMPANIES

i) Quickmill Inc., Canada

ii) AESA Air Engineering, France

CONSOLIDATED FINANCIAL STATEMENTS

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

8. INDEPENDENT DIRECTORS DECLARATION

9. BOARD EVALUATION

10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

11. NOMINATION AND REMUNERATION POLICY

12. NUMBER OF MEETINGS OF THE BOARD

13. CORPORATE GOVERNANCE

14. EMPLOYEE STOCK OPTION SCHEME

15. FIXED DEPOSITS

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

17. RELATED PARTY TRANSACTIONS

18. AUDIT COMMITTEE COMPOSITION

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

20. HUMAN RESOURCE

21. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

23. AUDITORS

Statutory Auditors and Statutory Audit Report

Cost Auditors

Secretarial Auditors and Secretarial Audit Report

24. COMPLIANCE WITH SECRETARIAL STANDARDS

25. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

26. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

27. LISTING

28. SAFETY AUDIT

29. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

30. EXTRACT OF ANNUAL RETURN

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

32. PARTICULARS OF EMPLOYEES

33. INTERNAL FINANCIAL CONTROL

34. RISK MANAGEMENT

35. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

36. DIRECTORS’ RESPONSIBILITY STATEMENT

37. CAUTIONARY STATEMENT

38. ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

ANNEXURE ‘A’

Batliboi Ltd Annual Report 2020